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CONICO LTD AGM Information 2007

Oct 18, 2007

64678_rns_2007-10-18_23b16e1d-be1e-416a-a7e2-2dfb0d42cd63.pdf

AGM Information

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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT 19 October 2007

NOTICE OF ANNUAL GENERAL MEETING AND ANNUAL REPORT

Attached is a copy of the Notice of Annual General Meeting, Explanatory Statement and Proxy Form for the Annual General Meeting being mailed to shareholders together with a copy the 2007 Annual Report.

Raymond F Buscall Company Secretary

FISSION ENERGY LTD ACN 119 057 457

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY MEMORANDUM

AND

PROXY FORM

TO BE HELD ON

23 NOVEMBER 2007 COMMENCING AT 10.30 AM

AT

Level 40, Exchange Plaza, 2 The Esplanade, Perth WESTERN AUSTRALIA

FISSION ENERGY LTD

(ACN 119 057 457)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Fission Energy Ltd ('the Company") will be held at Level 40, Exchange Plaza, 2 The Esplanade, Perth on Friday 23rd of November 2007 at 10:30am ("Meeting").

AGENDA

1. Annual Accounts

To table the Financial Statements for the year ended 30 June 2007 and the related Director's Report, Director's Declaration and Audit Report thereon.

2. Resolution 1 – Adoption of Remuneration Report

To consider, and if thought fit pass, with or without amendment, the following resolution as a non-binding resolution:

"That for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the 2007 Annual Report ".

Short Explanation: In accordance with section 250R(3) of the Corporations Act 2001, a resolution that the remuneration report be adopted must be put to the vote. The vote on this resolution is advisory only and does not bind the Directors of the Company.

3. Resolution 2 – Election of Director

To consider, and if thought fit pass, with or without amendment, the following resolution as an ordinary resolution:

"That Mr Guy Touzeau Le Page being a director of the Company who retires by rotation pursuant to the Company's Constitution, and being eligible offers himself for re-election and is hereby re-elected a director of the Company."

Short Explanation: Pursuant to the Company's Constitution, one third of the Company's directors must retire at each Annual General Meeting. A director who retires in accordance with the Constitution is eligble for re-election.

General:

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act 2001, or otherwise.

PROXIES

In accordance with Section 249L of the Corporations Act, members are advised:

  • each member has a right to appoint a proxy;
  • the proxy need not be a member of the Company;
  • a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with Section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

By post or hand delivery to the Registered Office:

Level 40, Exchange Plaza, 2 The Esplanade, Perth , Western Australia 6000

FISSION ENERGY LTD

(ACN 119 057 457)

EXPLANATORY MEMORANDUM FOR SHAREHOLDERS

This Explanatory Memorandum is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 – RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS AND REPORTS

The first item of the Notice is to receive and consider the annual financial reports and accounts of the Company for the year ended 30 June 2007. No resolution is required in respect of this agenda item. However, it provides Shareholders with the opportunity to ask questions of the Company's directors and auditors in relation to the Company's results and operations for the financial year.

2 – REMUNERATION REPORT

The Annual Report for the year ended 30 June 2007 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Pursuant to section 250R(3) of the Corporations Act, the Shareholder vote is advisory only and will not require the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

3 – RE-ELECTION OF DIRECTOR

In accordance with the Company's Constitution, Mr Guy Touzeu Le Page retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Le Page has been a Board member since 30 March 2006. Mr Le Page is currently a corporate adviser at RM Capital Pty Ltd specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. Mr Le Page was Head of Research at Morgan Stockbroking Limited (Perth) prior to joining Tolhurst Noall as a Corporate Adviser in July of 1998. As Head of Research, Mr Le Page was responsible for the supervision of all Industrial and Resources research. As a Resources Analyst, Mr Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

Mr Le Page holds a Bachelor of Arts, a Bachelor of Science and a Masters Degree in Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from the Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australia.

The Board recommends that shareholders approve this Resolution.

GLOSSARY OF TERMS

In this Explanatory Memorandum and accompanying Notice of Meeting the following words and expressions have the following meanings:

"ASX" means Australian Securities Exchange Limited;

"Board" means the board of directors of the Company;

"Company" or "Fission" means Fission Energy Ltd (ACN 119 057 457);

"Corporations Act" means Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"Explanatory Memorandum" means the information attached to the Notice of Meeting which provides information to shareholders about the resolutions contained in the Notice of Meeting;

"Notice" or "Notice of Meeting" means the notice of meeting which accompanies this Explanatory Memorandum; and

"shares" means fully paid ordinary shares in the capital of the Company.

FISSION ENERGY LTD (ACN 119 057 457)

PROXY FORM ANNUAL GENERAL MEETING

I/We
------

being a member/members of Fission Energy Ltd entitled to attend and vote at the meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman's nominee, to vote in respect of ____% of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Annual General Meeting of the company, to be held on Friday 23rd of November 2007 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Ordinary Resolutions: FOR AGAINST ABSTAIN
1. Approval of Remuneration Report
2. Re-election of Mr GT Le Page as a
Director of the Company

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

Signed this day of 2007.

Signature

Signature

Signature

Individuals and joint holders Companies (affix common seal if appropriate)

Director

Director/Company Secretary

Sole Director and Sole Company Secretary

The Chairman intends to vote undirected proxies in favour of each item of business.

If you do not wish to direct your proxy how to vote please place a mark in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

    1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
    1. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
    1. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed either in accordance with the Constitution of the company or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.
    1. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
    1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting, that is by 10.30am WST on 21 November 2007, by post or facsimile to the respective addresses stipulated in this proxy form.
    1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
  • (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
  • (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
  • (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and
  • (d) if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, or acts as proxy for any other shareholder, the proxy can cast any votes the proxy holds as a shareholder or as proxy for any other shareholder in any way that the proxy, or that other shareholder, sees fit.

  1. The Chairperson intends to vote in favour of all resolutions set out in the Notice of Annual General Meeting.

Table of Contents

Highlights for the Year to 30 June 2007 3
Corporate Directory 4
Corporate Governance Statement 5
Directors' Report 9
Lead Auditor's Independence Declaration 22
Income Statement 23
Balance Sheet 24
Statement of Changes in Equity 25
Cash Flow Statement 26
Notes to the Financial Statements 27
Directors' Declaration 41
Independent Auditor's Report 42
Additional Information for Listed Public Companies 44

HIGHLIGHTS FOR THE YEAR TO 30 JUNE 2007

  • \$6M IPO; oversubscribed and closed early.
  • Value of uranium targets held by Tasman Resources unlocked and combined with new WA projects.
  • Company Listed on ASX.
  • Fission has the uranium exploration rights to Tasman's extensive portfolio of wholly owned exploration properties on the Gawler Craton in South Australia as well as exploration licence applications in Western Australia. Fission's current exploration focus is on the Wynbring and Garford projects in South Australia which have good potential for the discovery of palaeochannel hosted (roll front style) uranium deposits.
  • Fission views the Gawler Craton in South Australia as an excellent place to explore as it is a well endowed uranium province and the South Australian Government is strongly supportive of uranium exploration and mining.
  • Technical Expertise: One of Fission's greatest assets is its technical team which boasts four senior geologists having over 100 man years of combined exploration experience, including at least 30 years in uranium.

CORPORATE DIRECTORY

DIRECTORS: Gregory Howard Solomon LLB (Executive) Douglas Howard Solomon BJuris LLB (Hons) (Non-Executive) Guy Touzeau Le Page B.A., B.Sc. (Hons).,M.B.A., ASIA., MAusIMM (Non-Executive)

COMPANY SECRETARY:

Raymond F Buscall

REGISTERED OFFICE:

Level 40, Exchange Plaza 2 The Esplanade Perth Western Australia 6000 Tel +61 8 9221 5323 Fax +61 8 9221 5955 Email: [email protected] Website: www.fissionenergy.com.au

SOLICITORS:

Solomon Brothers Level 40, Exchange Plaza 2 The Esplanade Perth WA 6000

Minter Ellison 1 King William Street Adelaide SA 5000

AUDITORS:

Bentleys MRI Perth Partnership Chartered Accountants Level 1 10 Kings Park Road West Perth WA 6005

SHARE REGISTRY:

Advance Share Registry Services 110 Stirling Highway Nedlands WA 6009

STOCK EXCHANGE LISTING: ASX Code: FIS (ordinary shares)

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited.

CORPORATE GOVERNANCE STATEMENT

The Board of Directors is responsible for the corporate governance of the company. The Board monitors the business affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board of Directors acknowledge the Principles of Good Corporate Governance and Best Practice Recommendations set by the Australian Securities Exchange ("ASX") Corporate Governance Council. However, in view of the Company's current size and extent and nature of operations, full adoption of the recommendations is currently not practical. The Board will continue to work towards full adoption of the recommendations in line with growth and development of the Company in the years ahead. Where the Company's framework was different to the Principles of Good Corporate Governance and Best Practice Recommendations set by the ASX Corporate Governance Council, it has been noted below.

A summary of the current corporate governance practices as adopted by the Board are as follows:

THE BOARD OF DIRECTORS

Board Responsibilities

The Board assumes responsibility for overseeing the affairs of the Company by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed.

The board carries out its responsibilities according to the following mandate;

  • x The Company's Constitution fixes the number of Directors to at least three directors and not more than ten. The Board currently consists of three, with two-thirds being non-executive directors;
  • x The directors should possess a broad range of skills qualifications and experience;
  • x The Company's Constitution requires that one third of all the Directors other than the Managing Director retire by rotation at each annual general meeting. Directors appointed during the period since the last annual general meeting of the Company must submit themselves for election at the next Annual General Meeting;
  • x The full board meets formally to conduct appropriate business. The Board uses resolutions in writing signed by all Directors to deal with matters requiring decisions between meetings;
  • x All available information in connection with items to be discussed at a meeting of the board shall be provided to each director prior to that meeting.

The primary responsibilities of the Board include;

  • x Review and ratify systems of risk management and internal compliance and control, codes of conduct, legal compliance, and any other regulatory compliance;
  • x Approve and monitor the progress of major capital expenditure, capital management, and acquisition and divestitures;
  • x Approve and monitor financial and other reporting to shareholders and the market;

Fission Energy Ltd ABN 49 119 057 457 Annual Report for Year Ending June 2007

  • x Monitor the Board composition, Director selection, Board process and performances and ensure Directors have an understanding of the company's business;
  • x Monitor and influence the key standards of the company entity including Ethical Standards, reputation and culture;
  • x The approval of the annual and half-yearly financial report;
  • x The review and adoption of annual budgets for financial performance of the company and the monitoring of results;
  • x Ensuring that the company is able to pay its debts as and when they fall due.

The Company discloses the details of qualifications and experience of each Director in its annual report.

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have a majority of independent directors;

The Chairman of the Board is an executive director.

BOARD COMMITTEES

Remuneration Committee

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have a Remuneration Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

The Company's Constitution allows for a maximum amount per annum to be paid to non-executive directors to be allocated at the discretion of the Directors. Any changes to the annual amount must be approved at a General Meeting of members of the Company.

Audit Committee

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have an Audit Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

Nomination Committee

Due to the Company's current size and extent of nature and operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred;

The Company does not have a Nomination Committee. The Board believes that, with the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function.

INDEPENDENT PROFESSIONAL ADVICE

With prior approval of the Chairman, each director has the right to seek independent legal and other professional advice at the Company's expense concerning any aspect of the Company's operations or undertaking in order to fulfil their duties and responsibilities as directors.

ETHICAL STANDARDS

The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities.

Specifically, that Directors, officers and employees must:

  • x Comply with the law;
  • x Act in the best interests of the Company;
  • x Be responsible and accountable for their actions; and
  • x Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts.

TRADING POLICY

It is the company's policy to encourage Directors and employees to own Shares in the Company. The trading in shares policy reinforces the obligations of Directors and employees of the Company, under the Corporations Act 2001 and the ASX Listing Rules in relation to trading in Company Shares. The policy restricts directors and employees from acting on material information until it has been released to the market. Directors are required to report share trading to the Company Secretary.

CONTINUOUS DISCLOSURE

The Executive Chairman and Company Secretary have been appointed as the persons responsible for communications with the ASX. These people are also responsible for ensuring the compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and co-ordinating information disclosure to the ASX.

The Executive Chairman and the Company Secretary are responsible for the communications strategy to promote effective communications with shareholders and encourage effective participation at general meetings. The Company adheres to best practice in its preparation of Notices of Meetings to ensure all shareholders are fully informed.

RISK MANAGEMENT

The Board is responsible for the Company's system of internal controls. The Board constantly monitors the operation and financial aspects of the Company's activities and considers the recommendations and advice of external auditors and other external advisers on the operations and financial risks that face the Company.

The Board ensures that recommendations made by the external auditors and other external advisers are investigated and, where considered necessary, appropriate action is taken to ensure that the Company has an appropriate internal control environment in place to manage the key risks identified.

In addition, the Board investigates ways of enhancing existing risk management strategies, including appropriate segregation of duties and the employment and training of suitably qualified and experienced personnel.

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company does not have a full time chief executive officer or chief financial officer and therefore statements are not obtained from such persons in relation to Best Practice Recommendation 4.1.

CODE OF CONDUCT

As part of the Board's commitment to the highest standard of conduct, the company requires executives, management and employees in carrying out their duties and responsibilities to act ethically and lawfully with respect to all transactions and matters including:-

  • x Responsibilities to shareholders;
  • x Compliance with laws and regulations;
  • x Relations with customers and suppliers;
  • x Ethical responsibilities;
  • x Employment practices; and
  • x Responsibilities to the environment and the community.

Due to the Company's current size and extent and nature of operations, the following departures from the Principles of Good Corporate Governance and Best Practice Recommendations have occurred:-

The Company has not established a Formal Code of Conduct in accordance with Best Practice Recommendation 10.1.

COMMUNICATING WITH SHAREHOLDERS

The Board ensures that shareholders are kept informed of all major developments that affect their shareholding or the Company's state of affairs through quarterly, half yearly, annual and ad hoc reports. All shareholders are encouraged to attend the Annual General Meeting to meet the Chairman and Directors and to receive the most updated report on the company's activities.

DIRECTORS' REPORT

Your directors present their report on the company for the financial year ended 30 June 2007.

Directors

The names of directors in office at any time during or since the end of the year are:

Gregory Howard Solomon

Douglas Howard Solomon

Guy Touzeu Le Page

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Company Secretary

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

Mr Raymond F Buscall. Mr Buscall has worked for Fission Energy Limited since incorporation on 30 March 2006 and has also worked for the former parent entity, Tasman Resources NL, for the past 16 years performing financial management roles of the business. Mr Buscall was appointed company secretary on 30 March 2006.

Principal Activities

The principal activity of the company during the financial year ended 30th June 2007 was mineral exploration for uranium.

Fission was incorporated in Australia in March 2006, as a wholly owned subsidiary of Tasman Resources NL, to focus initially on uranium exploration in South Australia and Western Australia. Fission was listed on the ASX on 18 June 2007.

It is Fission's intention to both explore for uranium in its own right and to consider entering into strategic joint ventures with other parties over its exploration interests where it is considered appropriate.

In particular, the Company undertook exploration programmes and project generation activities covering areas on the Stuart Shelf around Lake Torrens, near Iron Knob, northwest of Tarcoola in the central Gawler Craton (all in South Australia) and in the Murchison region of Western Australia.

Activities included project identification and acquisition, collection of airborne EM data, drilling programme preparations such as heritage surveys and environmental permitting and ongoing project generation.

Operating Results

The loss of the company after providing for income tax amounted to \$64,413.

Dividends Paid or Recommended

No dividends were paid or declared for payment during the year.

Review of Mineral Exploration Operations

The Company has exploration licences and applications located in South Australia and Western Australia.

The Company is targeting uranium in a variety of geological settings for which the company's tenements are considered prospective.

Exploration Targets

Fission has four uranium projects on the Gawler Craton in South Australia (shown on location plan, see link below) covering a total area of 8000km².

Wynbring, Garford and Parkinson Dam are prospective for palaeochannel hosted uranium deposits. An example of a palaeochannel hosted uranium deposit is Heathgate Resources Pty Ltd's Beverley deposit in the Lake Frome area 800km north of Adelaide where uranium is presently being extracted by insitu leaching. Parkinson Dam is also prospective for unconformity style uranium associated with the base of the Mesoproterozoic Corunna Conglomerate. The latter is considered to be analogous to the Mesoproterozoic Kombolgie sandstone which caps the Alligator Rivers unconformity style uranium deposits, such as the Ranger and Jabiluka deposits in the Northern Territory.

Fission also has the rights to any uranium deposit hosted by Neoproterozoic or younger rocks within the Lake Torrens tenements.

In Western Australia, Fission has applied for exploration licences over eight areas on the Yilgarn Craton (total area approx. 1000km²) for sediment-hosted uranium and one area (220km²) in the Mt Sears Range for unconformity-style uranium (which is 40km east of the Rio Tinto Ltd's Kintyre uranium deposit.

Seven of the Yilgarn licences cover airborne radiometric uranium anomalies associated with Tertiary palaeodrainages/playa lakes incised into Archaean granite terrane in the northern Yilgarn Craton. The Yilgarn Craton is the host for a significant number of surficial uranium deposits associated with palaeodrainages/playa lakes including those at Yeelirrie, Lake Way, Hinkler-Centipede, Lake Raeside, Lake Austin and Lake Maitland which were discovered during the last uranium exploration boom over 30 years ago. The other Yilgarn application (Ponton Creek) covers a Tertiary palaeochannel 170 km east of Kalgoorlie. Ponton Creek has potential to host uranium mineralisation of similar style to that at Mulga Rock deposit (60km to the north east) and to the South Australian deposits such as Beverley and Warrior (none of which are held by Fission).

Mt Sears Range contains a known uranium occurrence discovered in 1979 near the top of the Mesoproterozoic Coolbro Sandstone, which is located in the Rudall River National Park. The unconformity at the base of this sandstone formation is host to the unconformity style Kintyre uranium deposit and hence Mt Sears Range is also prospective for this uranium deposit style.

Tenements

Western Australia

Fission holds exploration licence applications in Western Australia over nine areas, all of which are considered prospective for uranium.

Tenement Area Location
ELA 28/1744 181 PontonCreek
ELA 29/650 162 Barlee East
ELA 29/651 102 Elvire
ELA 57/693 133 Noondie
ELA 57/695 60 Perseverance
ELA 77/1393 27 Elvire South
ELA 77/1402 209 Barlee South
ELA 77/1417 209 Barlee West
ELA 45/3101 222 Mt Sears Range

The following table provides a summary of these tenement applications:

South Australia

In addition, Fission has acquired an interest in certain uranium, thorium or other radio-active mineralisation which may be discovered in a number of tenements held in South Australia by Tasman Resources pursuant to an agreement with Tasman dated 2 April 2007 ("the Tasman Agreement") (for a summary of the terms and conditions of the Tasman Agreement please see section 13.3.2 of this Prospectus).

The following table provides a summary of the South Australian tenements which are the subject of the Tasman Agreement:

State Type ID Area Km2 Locality Expiry Date Note
SA EL 3102 75 Wartaka 19-Jun-08
SA EL 3109 244 White Cliff 23-Jul-08 1

Fission Energy Ltd ABN 49 119 057 457 Annual Report for Year Ending June 2007

State Type ID Area Km2 Locality Expiry Date Note
SA EL 3123 615 Stuart Creek 02-Sep-08
SA EL 3140 440 Porter Hill 14-Oct-07 1
SA EL 3174 363 Fergusson Hill 09-Mar-08 1
SA EL 3175 12 Andamooka 09-Mar-08 1
SA EL 3177 402 Todds Dam 09-Mar-08 1
SA EL 3209 1,298 Andamooka North 10-May-08 1
SA EL 3254 247 Mt Norwest 28-Sep-07
SA EL 3261 160 Harcus Hill 13-Oct-07 1
SA EL 3306 436 Warrior 16-Feb-08 1
SA EL 3307 194 Iron Knob 16-Feb-08
SA EL 3339 62 McDouall Peak 19-May-08
SA EL 3340 172 Gina Outstation 19-May-08
SA EL 3341 243 Muckanippie 19-May-08
SA EL 3342 184 Garford 19-May-08
SA EL 3343 361 Sandstone 19-May-08
SA EL 3344 118 Commonwealth Hill 19-May-08
SA EL 3345 119 Mulgathing Hill 19-May-08
SA EL 3423 215 Wildingi Claypan 04-Oct-07
SA EL 3449 47 Gambier Hill 14-Nov-07 1
SA EL 3453 223 Reid Lookout 14-Nov-07 1
SA EL 3532 322 Galaxy Tank 21-Mar-08 1
SA EL 3541 271 South Hill 18-Apr-08
SA EL 3607 281 Bopeechee 27-Jul-08
SA EL 3634 473 Parakylia 08-Oct-07 1
SA EL 3677 107 Cadnia Hill 14-Dec-07
SA EL 3712 168 Sandy Tank 19-Feb-08
SA EL 3739 40 Old Wartaka 12-Apr-08
SA EL 3901 745 Hedley Hill 24-Aug-08 1

Note:

  1. These tenements are subject to the WCP Agreement.

Under the Tasman Agreement, Fission has acquired an interest:

    1. in the case of tenements the subject of the WCP Agreement (see note 2 of the above table), in any Neoproterozoic and younger sediment hosted uranium, thorium or other radio-active mineralisation which may be discovered (where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit); and
    1. in the case of all other tenements set out in the above table, all uranium mineralisation which may be discovered (where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit). At Parkinson Dam a 13km2 area prospective for epithermal gold-base metal mineralization is excluded.

Overview of Projects

South Australia

The Wynbring, Garford and Parkinson Dam projects are held by Tasman, and Fission has an interest in uranium mineralisation within those projects in accordance with paragraph (2) in section 5.2.2 above. Fission also has an interest in any uranium mineralisation in Neoproterozoic or younger rocks within the Lake Torrens project area in accordance with paragraph (1) in section 5.2.2 above.

Wynbring, Garford and Parkinson Dam are prospective for palaeochannel hosted uranium deposits. An example of a paleochannel hosted uranium deposit is Heathgate Resources Pty Ltd's Beverley deposit in the Lake Frome area 800km north of Adelaide where uranium is presently being extracted by insitu leaching. Parkinson Dam is also prospective for unconformity style uranium associated with the base of the Mesoproterozoic Corunna Conglomerate. The latter is considered by the Company to be analogous to the Mesoproterozoic Kombolgie sandstone which caps the Alligator Rivers unconformity style uranium deposits, such as Energy Resources of Australia Ltd's Ranger and Jabiluka deposits in the Northern Territory.

Wynbring

The Wynbring project is considered highly prospective for the discovery of palaeochannel hosted (rollfront-style) uranium deposits. It is situated within the Gawler Craton approximately 180km southwest of Coober Pedy in South Australia near the Trans Australia Railway. The area covers the northern portion of the Wynbring palaeovalley, a southerly draining valley in Precambrian granite terrane which has been filled with unconsolidated Tertiary age fluvial and lacustrine sediments with lignite interbeds deposited in local coal swamp environments.

Economic palaeochannel hosted uranium mineralisation within South Australia is best known at Heathgate Resources Pty Ltd's Beverley Deposit (21,600t contained U3O8, PIRSA, 2007) in the north of the state, currently Australia's third uranium mine. Uranium mineralisation at Beverley is associated with pyritic and carbonaceous Tertiary palaeochannel sands draining Precambrian basement and is being recovered by in-situ leaching.

Palaeochannel hosted uranium deposits are believed to have formed when uranium is released by the weathering of granitic/felsic rocks which have above average uranium contents. The uranium is carried in solution by acidic oxidised ground waters along aquifers within the permeable palaeochannel sediments derived from weathering of the granites, and is deposited in reducing environments within the channels around pyritic and carbonaceous sediments and lignites.

The Wynbring area was explored in the early 1980's by uranium explorer PNC Exploration (Australia) Pty Ltd ("PNC") and most of PNC's work was south of Fission's ground. However, PNC (Dunn, 1982) reported radiometric anomalies up to 300cps (5 times background) from probing of a number of drill holes within a Tertiary channel in the south of Fission's EL 3306, and concluded that roll-front-style uranium mineralisation may exist within the channel. Granites, a possible primary source of the uranium, were intersected at the bottom of many of the PNC holes, and outcrops of granite occur sporadically in the catchment area of the palaeochannel. Approximately 95% of the palaeochannel within the Wynbring project remains untested.

Wynbring is located 15km west of Stellar Resources Ltd's Warrior Uranium deposit in an adjacent palaeochannel draining essentially the same granitic source rocks as the Warrior palaeochannel. Uranium mineralisation at Warrior is associated with carbonaceous sediment horizons and is closely related to the base of surface oxidation and the top of the water table. The catchment area of the Wynbring palaeochannel is of similar size to that of the Warrior palaeochannel.

Results from a recent EM survey carried out by Tasman Resources suggests that the Wynbring palaeochannel continues northwards for at least 13km within Fission's ground and has several E-W trending tributaries possibly covering a further 30km, making it a sizable uranium exploration target.

Initial drill testing and down hole radiometric logging of the Wynbring palaeochannel on one kilometre line spacings is planned following resolution of access issues and depending on drilling rig availability.

Garford

Fission also has the right to explore for uranium on six granted exploration licences covering an 80km length of the Garford palaeochannel situated on the Gawler Craton, 85km southwest of Coober Pedy and 80km north of Wynbring. Although essentially unexplored for uranium, this area is also considered prospective for Tertiary-age palaeochannel hosted (roll-front-style) uranium mineralisation as it is draining Precambrian crystalline basement (potential uranium enriched source rocks) and contains Tertiary palaeochannel sediments with reduced horizons (potential uranium traps).

An airborne electromagnetic (TEMPEST) survey was flown for Tasman Resources over the Garford palaeochannel in August 2006 and was designed to better define the location and depth of the channel to aid planning of follow-up ground exploration. Interpretation of the TEMPEST conductivity images by the Company confirmed that in excess of 80 kilometres of the Garford palaeochannel exists within Fission's Garford tenements to depths of around 40 to 50m.

A similar length of deeper linear TEMPEST conductors to maximum depths of 130m located partially beneath the Garford channel are interpreted by the Company to represent older buried Mesozoic-Permian palaeodrainages, based on the available stratigraphic drilling data. As the latter are also draining Precambrian crystalline basement rocks and are known to contain carbonaceous material they are also considered by the Company to be prospective for the roll-front-style of uranium deposit identified in the younger Tertiary palaeodrainages.

Preliminary drill testing and downhole radiometric logging of the Garford palaeochannel along existing roads and fence lines is planned following resolution of access issues and depending on drill rig availability.

Parkinson Dam

The Parkinson Dam project is located on the Gawler Craton 40km west of Port Augusta. Although the area was originally picked up by Tasman Resources for gold, there is also considerable potential for uranium discoveries within the project area; it having been targeted in the 1980's by uranium explorer PNC Exploration (Australia) Pty Ltd. PNC focussed on a number of targets, using a combination of geophysical, geochemical and ground-based geological methods. PNC discovered outcropping uranium mineralisation as the uranium-bearing mineral torbernite within a Palaeoproterozoic quartzite, and a surface sample collected by PNC assayed 970ppm U (PNC, 1987). Tasman has since relocated the occurrence, although the main uranium-bearing mineral has been identified as uraninite (or UO2) by scanning electron microscope.

There is potential for two styles of uranium mineralisation within the project area:

  • x Unconformity-style uranium associated with the basal unconformity of the Mesoproterozoic Corunna Conglomerate. This contact is prospective for unconformity-style uranium deposits such as Ranger & Jabiluka owned by Energy Resources of Australia Ltd in the Northern Territory. The uraninite occurrence noted above is located close to this contact.
  • x Palaeochannel-hosted uranium deposits associated with Tertiary-age sediments. Several potential Tertiary palaeochannels have been interpreted in the western part of the project area. Uranium could have been sourced from a large area of relatively uranium-rich Gawler Range Volcanics that the interpreted palaeochannels would have drained.

Tasman initially identified this area as having potential for gold based on known copper-gold mineralisation to the south (Spencer prospect) and anomalous gold in both calcrete and lag samples collected by previous explorers that had not been effectively followed up. Tasman subsequently discovered outcropping epithermal-style gold-silver mineralisation on EL 3307 in early 2005, and conducted initial programmes of drilling in 2005 and 2006.

This initial drilling has disclosed a significant epithermal gold-silver-lead-zinc system, returning a number of significant medium to high grade intercepts, including 3m from 129m down hole at 3.4g/t Au and 80g/t Ag, and 1.66m from 254.3m down hole at 7.6% Pb, 10.5% Zn, 1.2g/t Au and 120g/t Ag. The epithermal potential of this project is particularly encouraging and exploration over the whole project area by Tasman will continue, including further drilling commencing shortly.

Approximately 13 square kilometres of the Parkinson Dam tenements considered most prospective for epithermal gold-silver are excluded from the Tasman Agreement (and, accordingly, Fission has no interest in this area).

Tasman conducted limited exploration for uranium in 2006, including drilling several shallow RC percussion drill holes to specifically test the outcropping uraninite occurrence. These holes did not intersect significant uranium, however it is believed by the Company that the prospectivity for unconformity-style uranium within the project is not significantly diminished by this result as the drilling tested a very small part of the target area. Proposed exploration for this style of mineralisation includes ground reconnaissance, sampling and radiometrics and drilling of any prospective targets.

The palaeochannel targets will initially be test drilled to determine if appropriate reduced sediments (potential hosts to uranium) are present. If positive, further shallow drilling will be conducted to precisely locate the palaeochannels and test for uranium-rich horizons.

Lake Torrens

Tasman's tenements in this area adjoin or are in close proximity to BHP Billiton Ltd's Olympic Dam IOCGU deposit near Roxby Downs in South Australia. Included in these tenements is one known ironoxide copper gold system (Titan), another haematite-altered breccia system (Marathon South) and at least five other untested targets identified from geophysical surveys (magnetics and gravity) within a 30 to 40km range of the Olympic Dam ore body which have the potential to host IOCGU deposits. The Olympic Dam ore body is the largest IOCGU deposit in the world, and contains more than 40% of the world's known uranium resources.

Tasman's tenements in this area are the subject of a farm-in and joint venture agreement between Tasman and WCP Resources ("the WCP Agreement"), however the interest which WCP may earn in these tenements under the WCP Agreement does not extend to, inter alia, any Neoproterozoic and younger sediment hosted uranium, thorium or other radioactive mineralisation. The WCP Agreement imposes certain obligations on Tasman and WCP to co-operate and co-ordinate their activities on the tenements in good faith so as not to conflict or interfere with the activities of any other party within the project area, and to give a notice to each other party setting out the nature and location of any activities which it proposes to undertake on the tenements. The parties have also agreed on a procedure for establishing priority of mining of minerals over the same area, which is based on the estimate of the recoverable value of the respective mineral resource situated within the proposed area to be mined. Fission has entered into a deed of covenant with Tasman and WCP to comply with such terms and conditions of the WCP Agreement.

No high priority uranium exploration targets available to Fission have so far been identified in the Lake Torrens tenements, however a sediment hosted uranium model recently proposed by Eromanga Uranium Ltd involving basal Mesozoic sandstone units overlying Precambrian basement may be applicable to Tasman's tenements and further investigation is required.

Western Australia

Fission has applied for exploration licences over eight areas on the Yilgarn Craton for sediment-hosted uranium and one area in Mt Sears Range for unconformity-style uranium (which is 40km east of the Rio Tinto Ltd's Kintyre uranium deposit).

Seven of the Yilgarn licences cover airborne radiometric uranium anomalies associated with Tertiary palaeodrainages/playa lakes incised into Archaean granite terrane in the northern Yilgarn Craton. The Yilgarn Craton is the host for a significant number of surficial uranium deposits associated with palaeodrainages/playa lakes including those at Yeelirrie, Lake Way, Hinkler-Centipede, Lake Raeside, Lake Austin and Lake Maitland which were discovered during the last uranium exploration boom over 30 years ago. The other Yilgarn application (Ponton Creek) covers a Tertiary palaeochannel 170 km east of Kalgoorlie. Ponton Creek has potential to host uranium mineralisation of similar style to that at Mulga Rock deposit (60km to the north east) and to the South Australian deposits such as Beverley and Warrior (none of which are held by Fission).

Mt Sears Range contains a known uranium occurrence discovered in 1979 near the top of the Mesoproterozoic Coolbro Sandstone, which is located in the Rudall River National Park. The unconformity at the base of this sandstone formation is host to the unconformity style Kintyre uranium deposit and hence Mt Sears Range is also prospective for this uranium deposit style.

Noondie and Barlee

Exploration licences over six areas (Noondie, Barlee East, West & South, Elvire & Elvire South), located approximately 500km north east of Perth, have been applied for over radiometric (uranium) anomalies around the margins of Lake Noondie and Lake Barlee. These playa lakes are remnants of an extensive Tertiary drainage system incised into Archaean granite terrane. Fission's applications are considered prospective for Playa type uranium deposits in which uranium released from weathering of the surrounding granites is transported and deposited in near surface gypsiferous and calcareous playa lake clays near the water table, predominantly as the mineral carnotite. An example is Aldershot Resources Ltd's Yuinmery uranium deposit (indicated resource of 1.58mt @ 0.037% U3O8 estimated by Styles, 1998) on the north west margin of Lake Noondie, 25km to the north west of Fission's Noondie application and 60km to the northwest of Lake Barlee. Other known uranium deposits of similar style in the region are Lake Maitland and Lake Austin deposits (which are not held by the Company).

As well as near surface enrichments of uranium Lake Noondie and Lake Barlee are also considered prospective for deeper palaeochannel (roll-front-style) deposits associated with redox fronts around reduced lake sediments.

Fission initially intends to carry out detailed ground radiometric surveys over the strongest airborne radiometric anomalies. This will be followed by auger or shallow air core drilling of the best targets to test for uranium mineralisation at shallow depth. Airborne EM surveys may prove useful in defining the location of the main fluvial channels beneath the lakes which could be possible hosts for deeper rollfront uranium mineralisation. Fences of deeper RC percussion drill holes using a track mounted drilling rig will be required to test any palaeochannels delineated by these surveys.

Perseverance

This tenement application, which is located 30km to the north west of Lake Noondie, covers a discrete "bullseye" airborne uranium radiometric anomaly approximately 2km in diameter. Based on GSWA mapping the anomaly is over Quaternary alluvium and not associated with any mapped outcropping Archaean age rocks. Ground reconnaissance will be carried out to determine if the anomaly is due to sub-cropping Archaean rocks with a high uranium background or uranium enriched Tertiary valley sediments draining into Lake Noondie. A major calcrete-bearing drainage system, a tributary of Lake Noondie, associated with the Yuinmery uranium deposit is located 9km to the east. Tasman's Perseverance prospect could represent a branch of this tributary joining Lake Noondie.

Exploration of this area will involve geological reconnaissance and ground radiometric surveys and possible bedrock RAB drilling.

Ponton Creek

The Ponton Creek application covers the confluence of two southeast trending Tertiary palaeochannels draining Archaean granite-greenstone terrane 170km ENE of Kalgoorlie. No uraniferous drainage channel calcrete is likely to have developed this far south in the Yilgarn Craton, however the area is considered prospective for the palaeochannel (roll-front) style of uranium mineralisation as explored for in South Australia. The Mulga Rock palaeochannel uranium deposit (which is not held by the Company) 60km to the north east of Ponton Creek is of this style. Although the palaeochannel has been incised into Permian sediments rather than granitic basement its uranium mineralisation is believed to have been derived from uranium-rich granitoids/metamorphic rocks of the Yilgarn Craton and adjacent Albany - Fraser Province (Fulwood & Barwick, 1990).

Exploration of this area will involve an airborne EM survey to better define the palaeochannel location and its depth. This would be followed up by fences of aircore/RC drilling with down-hole radiometric probing to test the channels for uranium mineralisation.

A portion of this application is located on the Queen Victoria Nature Reserve and hence there may be issues associated with the grant of the exploration licence and access.

Mt Sears Range

The Mt Sears Range application is located in the Paterson Orogen, a Proterozoic structural complex, in the south western part of the Great Sandy Desert, 1250km north east of Perth and 80km south of the Telfer gold mine. The application is located approximately 40km to the east of the Kintyre uranium deposit which was discovered by CRA in 1985 and is currently held by Rio Tinto. Published resources quoted for Kintyre by Jackson and Andrew (1990) are 36,000t of contained U3O8, with grades averaging between 0.15 and 0.4% U3O8 (cut-off 0.05% U3O8). Kintyre is considered to be an unconformity-style, vein type uranium orebody with similarities to deposits in the East Alligator River Province of the Northern Territory, such as Energy Resources of Australia Ltd's Ranger and Jabiluka deposits, and the Athabasca region of northern Saskatchewan, Canada.

Host rocks at Kintyre are Palaeoproterozoic schists and quartzites of the Rudall Metamorphic Complex and the mineralisation is localised at the unconformity with sediments of the overlying Mesoproterozoic Yeneena Group.

The basal unit of the Yeneena Group, the Coolbro Sandstone outcrops within Fission's application area. As the latter has an easterly dip the uranium prospective unconformity may be at shallow depth within the southwestern portion of the ELA beneath sand dune cover.

Fission's application also covers a known uranium occurrence in the Mt Sears Range which was discovered by Occidental Minerals in 1978 (Swingler, 1980) and has an associated airborne radiometric uranium anomaly. Uranium mineralisation comprising finely disseminated pitchblende occurs within feldspathic quartzite at the contact between the Mesoproterozoic Coolbro Sandstone and overlying Broadhurst Formation. A large grab sample collected from the original discovery site by Occidental assayed 6350ppm U3O8 and 1200ppm Cu. Ground radiometric surveys showed the mineralisation to occur discontinuously along strike for about 600m. Two percussion holes and one deeper RC hole drilled into the prospect returned a maximum U3O8 equivalent at the contact of 741ppm over 1.1m from 66.2m in hole SR1 as determined from down hole radiometric probing.

Occidental also carried out some regional radon emanometer surveys which were inconclusive. They also conducted shallow drilling to bedrock on a 400 x 100m spaced pattern, which was of limited success due to thick sand cover, laterite and gravel and the programme was eventually abandoned.

A track etch radon survey was also carried out over the immediate prospect area. The survey delineated three anomalous zones which apparently crossed rather than paralleled the trend of the prospect. Occidental postulated that they could be due to deep seated feeder veins which could imply a primary uranium source at greater depth. An east west trending, cross cutting fault structure has been mapped by the GSWA on the Rudall 1:250,000 map sheet in the vicinity of the prospect and this could have tapped uranium-bearing fluids from a primary source at greater depth, perhaps at the unconformity.

The Mt Sears Range uranium mineralisation style represents a secondary uranium target at a higher stratigraphic level for further follow up and could possibly be an indicator of primary unconformity style mineralisation at depth.

The Mt Sears Range application is mostly located within the Rudall River National Park (the Kintyre deposit is excised from the National Park). Grant of Fission's application is unlikely in the short term due to the current policy of the Western Australian Government which is opposed to granting exploration licences in national parks.

Exploration Results

Details of exploration carried out by Tasman Resources and Fission Energy on the South Australia uranium projects during the report period are detailed below.

Uranium Exploration in South Australia by Tasman Resources Prior to Fission IPO

Garford Palaeovalley Uranium Project (Tasman 100%)

Tasman holds tenements covering approximately 1200km2 that cover part of the Garford palaeochannel on the Gawler Craton 85km southwest of Coober Pedy. The area is prospective for Tertiary palaeochannel-hosted (roll front-type or redox-related) uranium mineralisation.

During the Year, Tasman conducted a TEMPEST airborne electromagnetic survey over the Garford palaeochannel. Interpretation of the TEMPEST conductivity images suggests that in excess of 80 kilometres of the Garford palaeochannel exists within Tasman's tenements to depths of around 40 to 50m.

A similar length of deeper linear TEMPEST conductors to maximum depths of 130m located partially beneath the Garford channel are interpreted to represent older buried Mesozoic - Permian palaeodrainages, based on the available stratigraphic drilling data. As the latter are also draining Precambrian crystalline basement rocks (potential uranium source rocks) and are known to contain carbonaceous material (potential uranium traps) they are also considered prospective for the roll front/palaeochannel hosted style of uranium deposit identified in the younger Tertiary palaeodrainages.

Wynbring North Uranium Project (Tasman 100%)

The project area is within EL 3306 on the Gawler Craton and is located approximately 75km northwest of Tarcoola in South Australia near the Trans-Australia Railway, and is 15km west of the Warrior Uranium deposit that is located in an adjacent palaeochannel draining the same granitic source rocks as the Wynbring channel. Drilling during the 1980's by a previous explorer identified significant radiometric anomalies in the palaeochannel, 95% of which remains untested in Tasman's tenement.

Interpretation of a HoistEM (helicopter Electromagnetics) survey collected by the Company has confirmed the continuation of the Wynbring palaeochannel northwards from Hindmarsh Resources Ltd's uranium prospective EL 3348 into Tasman's EL 3306.

Results from the latest HoistEM suggest that the palaeochannel continues for at least another 13km within Tasman's EL and has several E-W trending tributaries possibly covering a further 30km. The full extent of the palaeodrainages within Fission's licence area (perhaps up to 40km) represents a sizable uranium exploration target.

Parkinson Uranium Project (Tasman 100%)

Tasman located outcropping uranium mineralisation (as fine-grained uraninite or UO2). This mineralisation was first discovered by uranium explorer PNC in the mid-1980's, who recognised the uranium potential of the area, but did not drill test this occurrence.

The uraninite is located close to a regional unconformity or geological contact, considered a significant 'ingredient' in certain uranium exploration models. In addition, nearby there are several airborne radiometric anomalies, a soil radon anomaly (from PNC's earlier work) and anomalous surface uranium geochemical values.

Tasman drill tested this area with a number of shallow, RC percussion, holes. No significant uranium results were obtained; however, the shallow and limited nature of the drilling does not diminish the validity of the unconformity related uranium model at Parkinson Dam.

With the exception of a small area surrounding Tasman's epithermal gold-silver prospect, Fission will be continuing the search for uranium at Parkinson Dam.

Western Australia

The WA tenements are all still in the application stage and hence no exploration programmes have been undertaken.

Activities by Fission subsequent to the IPO

Since listing on the 18th June, Fission has successfully completed aboriginal heritage surveys at Wynbring and Garford for the planned initial reconnaissance drilling programmes. Environmental permitting has been completed for Wynbring and is pending for Garford.

Access tracks have been established where necessary at Wynbring to allow drilling rig access. Due to delays with the drilling contractor, drilling at Wynbring is now scheduled to commence at the beginning of November.

A new palaeochannel target, called the Frasers Prospect, was identified near the Parkinson Dam project area. Two short preliminary drill traverses across this target identified channel deposits on one line, although these are located too far up the channel to be of interest for uranium deposition. Further drilling is planned to trace the downstream extent of this channel within Fission's exploration licence.

A down hole gamma logging system has been purchased, calibrated and tested on drill holes at the Frasers prospect.

Financial position

The net assets of the company have increased by \$5,789,220 from 30 June 2006 to \$5,788,006 in 2007. This increase has largely resulted from the issue of ordinary shares from the initial public offering to raise working capital.

Significant Changes in State of Affairs

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

(i) 30,000,000 fully paid ordinary shares were issued at an issue price of 0.20 cents per share raising \$6,000,000 as part of an initial public offering. The company listed on the Australian Stock Exchange in June 2007.

After Balance Date Events

On 30 July 2007, the company issued a short form prospectus for a non-renounceable entitlement issue of 1 Option for every 2 Shares held by Shareholders at an issue price of \$0.01 per Option to raise approximately \$285,000 (before expenses of the Issue). Each Option is exercisable at an exercise price of 20 cents at any time on or before 28 February 2011.

Except for the above event, 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 company, the results of those operations, or the state of affairs of the company in future financial years.

Future Developments, Prospects and Business Strategies

The Company proposes to continue with its exploration program as detailed in the Review of Operations.

Environmental Issues

The Company is the subject of environmental regulation with respect to mining exploration and will comply fully with all requirements with respect to rehabilitation of exploration sites.

Information on Directors
Gregory Howard Solomon
Executive Chairman
Qualifications
LLB
Experience
Appointed chairman March 2006. Board member since March
2006. A solicitor with more than 30 years Australian and
international experience in a wide range of areas including
mining law, commercial negotiation (including numerous mining
and exploration joint ventures) and corporate law.
He is a
partner in the Western Australian legal firm, Solomon Brothers
and has previously held directorships of various public
companies
since
1984
including
two
mining/exploration
companies.
Interest in Shares and Options
400,000 Ordinary Shares in Fission Energy Ltd
Directorships held in other listed

entities
Current director of Director of Eden Energy Limited since May
2004.
Current director of Tasman Resources NL since 1987.
Douglas Howard Solomon Non-Executive
Qualifications BJuris LLB (Hons)
Experience Board member since 30 March 2006. A Barrister and Solicitor
with more than 20 years experience in the areas of mining,
corporate, commercial and property law. He is a partner in the
legal firm, Solomon Brothers.
Interest in Shares and Options 250,000 Ordinary Shares in Fission Energy Ltd
Directorships held in other listed
entities
Current director of Director of Eden Energy Limited since May
2004.
Current director of Tasman Resources NL since April 2003.
Guy Touzeau Le Page Non-Executive
Qualifications B.A., B.Sc. (Hons).,M.B.A., ASIA., MAusIMM
Bachelor of
Arts (University of Adelaide),Bachelor of Science (University of
Adelaide),
Masters
Degree
in
Business
Administration
(University of Adelaide), Bachelor of Applied Science (Hons)
(Curtin University of Technology), Graduate Diploma in Applied
Finance and Investment (Securities Institute of Australia).
Experience Board member since 30 March 2006. Currently a corporate
adviser specialising in resources. He is actively involved in a
range of corporate initiatives from mergers and acquisitions,
initial public offerings to valuations, consulting and corporate
advisory roles. He previously spent 10 years as an exploration
and mining geologist in Australia, Canada and the United
States. His experience spans gold and base metal exploration
and mining geology and he has acted as a consultant to private
and public companies. This professional experience included
the production of both technical and valuation reports for
resource companies.
Interest in Shares and Options Nil Ordinary Shares in Fission Energy Ltd
Directorships held in other listed
entities
Current director of Director of Eden Energy Limited since May
2004.
Current director of Tasman Resources NL since February
2001.

Remuneration Report

This report details the nature and amount of remuneration for each director of Fission Energy Ltd, and for the executives receiving the highest remuneration.

Remuneration Policy

The remuneration policy of Fission Energy Ltd 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 based on key performance areas affecting the company's financial results. The board of Fission Energy Ltd 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 company, 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 company is as follows:

  • x The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed and approved by the board based on industry reports.
  • x All executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and options.
  • x The board reviews executive packages annually by reference to the company's performance, executive performance and comparable information from industry sectors.

Executives are also entitled to participate in the employee share and option arrangements.

All directors and executives receive a superannuation guarantee contribution where required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to directors and executives is valued at the cost to the company and expensed. Any shares which may be issued to executives would be valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology. No shares or options were issued to directors or executives during the year ended 30 June 2007.

The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee 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 company. 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 employee option plan.

Performance based Remuneration

No performance based remuneration was paid during the year.

Details of Remuneration for Year Ended 30 June 2007

The remuneration for each director and each of the executive officers of the company during the year was as follows:

Key Management Personnel Remuneration

2007

Key Management Person Short-term Benefits
Cash, salary
and commis
sions
Cash profit
share
Non-cash
benefit
Total Performance
Related
\$ \$ \$ \$ %
Gregory Howard Solomon 21,625 - - 21,625 -
Douglas Howard Solomon 1,700 - - 1,700 -
Guy Touzeau Le Page 1,700 - - 1,700 -
25,025 - - 25,025 -

Key Management Personnel Remuneration

2006

Key Management Person Short-term Benefits
Cash, salary
and commis
sions
Cash profit
share
Non-cash
benefit
Total Performance
Related
\$ \$ \$ \$ %
Gregory Howard Solomon - - - - -
Douglas Howard Solomon - - - - -
Guy Touzeau Le Page - - - - -
- - - - -

Performance Income as a proportion of total Remuneration

No directors or executives are paid performance based bonuses.

Options Issued as part of Remuneration for the Year Ended 30 June 2007

There were no options issued as remuneration to key management personnel during the year.

Directors Meetings

During the financial year, 6 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:

Directors' Meetings
Number
eligible to
attend
Number
attended
Gregory Howard Solomon 6 6
Douglas Howard Solomon 6 6
Guy Touzeau Le Page 6 6

Indemnifying Officers or Auditor

During or since the end of the financial year the company has paid or agreed to pay insurance premiums as follows:

The company has arranged for an insurance policy to insure the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting

Grant Date Date of Expiry Exercise Price Number under Option
23 February 2007 28 February 2011 \$0.20 12.500.000
18 June 2007 18 June 2010 \$0.20 1,000,000
18 June 2007 31 March 2011 \$0.20 1,500,000
15.000,000
Ð
Independent accountants report 5.000
5,000

INCOME STATEMENT FOR YEAR ENDED 30 JUNE 2007

Note 2007 2006
\$ \$
Revenue 2 4,243 -
Depreciation expense (126) -
Amortisation expense (5) -
Administration expenses 3 (68,525) (1,215)
Profit before income tax (64,413) (1,215)
Income tax expense 4 - -
Loss from continuing operations (64,413) (1,215)
Profit attributable to members (64,413) (1,215)
Basic earnings per share (\$ per share) 7 (0.0061) (1,215.00)

BALANCE SHEET AS AT 30 JUNE 2007

Note 2007
\$
2006
\$
ASSETS
CURRENT ASSETS
Cash and cash equivalents 8 5,773,797 1
Trade and other receivables 9 42,530 -
TOTAL CURRENT ASSETS 5,816,327 1
NON-CURRENT ASSETS
Property, plant and equipment 10 3,024 -
Intangible assets 11 345 -
Other non-current assets 12 78,580 21,571
TOTAL NON-CURRENT ASSETS 81,949 21,571
TOTAL ASSETS 5,898,276 21,572
CURRENT LIABILITIES
Trade and other payables 13 110,270 22,786
TOTAL CURRENT LIABILITIES 110,270 22,786
TOTAL LIABILITIES 110,270 22,786
NET ASSETS 5,788,006 (1,214)
EQUITY
Issued capital 14 5,853,634 1
Accumulated losses (65,628) (1,215)
TOTAL EQUITY 5,788,006 (1,214)

STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2007

Ordinary
Share Capital
Retained
Earnings
Total
\$ \$ \$
Balance at 1 July 2005 1 - 1
Loss attributable to members - (1,215) (1,215)
Balance at 30 June 2006 1 (1,215) (1,214)
Shares issued during the year 6,200,250 - 6,200,250
Transaction costs (346,617) - (346,617)
Loss attributable to members - (64,413) (64,413)
Balance at 30 June 2007 5,853,634 (65,628) 5,788,006

CASH FLOW STATEMENT FOR YEAR ENDED 30 JUNE 2007

Note 2007 2006
\$ \$
CASH FLOWS FROM OPERATING
ACTIVITIES
Payments to suppliers and employees (41,923) -
Interest received 4,244 -
Net cash provided by (used in)
operating activities
17 (37,679) -
CASH FLOWS FROM INVESTING
ACTIVITIES
Exploration expenditure (63,374) -
Purchase of property, plant and
equipment
(3,150) -
Purchase of intangibles (350) -
Loans from associated entities (22,152) -
Net cash provided by (used in)
investing activities
(89,026) -
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of shares 6,196,250 1
Share issue costs (295,750) -
Net cash provided by (used in)
financing activities
5,900,500 1
Net increase in cash held 5,773,795 1
Cash at beginning of financial year 8 1 -
Cash at end of financial year 8 5,773,796 1

Fission Energy Ltd ABN 49 119 057 457 Annual Report for Year Ending June 2007

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers Fission Energy Ltd as an individual entity. Fission Energy Ltd is a listed public company, incorporated and domiciled in Australia.

The financial report of Fission Energy Ltd complies with all International Financial Reporting Standards (IFRS) in their entirety.

The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of Preparation

The accounting policies set out below have been consistently applied to all years presented.

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Accounting Policies

a. Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

b. Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation reserve in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the asset's original cost is transferred from the revaluation reserve to retained earnings.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate
Plant and equipment 18.75–50.00%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

c. Exploration and Development 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.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

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.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined

on the basis that the restoration will be completed within one year of abandoning the site.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

d. Impairment of Assets

At each reporting date, the company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

e. Equity-settled compensation

The company operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted.

f. Provisions

Provisions are recognised when the company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

g. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

h. Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and services tax (GST).

i. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

j. Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the company.

Key Estimates — Impairment

The company assesses impairment at each reporting date by evaluating conditions specific to the company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

The financial report was authorised for issue on 27 September 2007 by the board of directors.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 2: REVENUE

2007
\$
2006
\$
Operating activities
interest received 4,243 -
Total Revenue 4,243 -
NOTE 3: LOSS FOR THE YEAR
2007
\$
2006
\$
a. Significant Expenses
The following significant
expense items are relevant in
explaining the financial
performance:
amortisation expense 5 -
auditors remuneration 6 18,000 -
depreciation expense 126 -
directors fees 11,900 -
management fees 13,125 -
NOTE 4: INCOME TAX EXPENSE
2007
\$
2006
\$
a. The prima facie tax on profit
from ordinary activities before
income tax is reconciled to the
income tax as follows:
Prima facie tax payable on
profit from ordinary activities
before income tax at 30%
(2006: 30%)
(19,324) (365)
(19,324) (365)
Add:
Tax effect of:

Deferred tax assets not
brought to account
19,324 365
Income tax attributable to entity - -
The applicable weighted
average effective tax rates are
as follows: Nil% Nil%

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION

  • a. Names and positions held of key management personnel in office at any time during the financial year are:
  • Key Management Person Position Gregory Howard Solomon Executive Director Douglas Howard Solomon Non-Executive Director Guy Touzeau Le Page Non-Executive Director Graham Jeffress Geologist Robert Smith Geologist Michael Glasson Geologist

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

b. Options and Rights Holdings

Number of Options Held by Key Management Personnel

Balance
1.7.2006
Granted as
Compen
sation
Options
Exercised
Net Change
Other*
Graham Jeffress - 500,000 - -
Robert Smith - 500,000 - -
Michael Glasson - 500,000 - -
Total - 1,500,000 - -
Balance
30.6.2007
Total Vested
30.6.2007
Total Exer
cisable
30.6.2007
Total
Unexer
cisable
30.6.2007
200,000 200,000 300,000
200,000 200,000 300,000
200,000 200,000 300,000
600,000 600,000 900,000
500,000
500,000
500,000
1,500,000

c. Shareholdings

Number of Shares held by Key Management Personnel

Balance
1.7.2006
Received as
Compen
sation
Options
Exercised
Net Change
Other*
Balance
30.6.2007
Gregory Howard Solomon - - - 400,000 400,000
Douglas Howard Solomon - - - 250,000 250,000
Robert Smith - - - 75,000 75,000
Michael Glasson - - - 75,000 75,000
Total - - - 800,000 800,000

* Net Change Other refers to options and shares purchased or sold during the financial year including the initial public offering.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 6: AUDITORS' REMUNERATION

2007 2006
\$ \$
Remuneration of the auditor for:
auditing or reviewing the
financial report
7,000 -
Investigating accountants
report 5,000 -
other 6,000 -
NOTE 7: EARNINGS PER SHARE
2007
\$
2006
\$
a. Reconciliation of earnings to profit or loss
Profit/(loss) (64,413) (1,215)
Earnings used to calculate basic EPS (64,413) (1,215)
Dividends on converting preference shares - -
Earnings used in the calculation of dilutive EPS (64,413) (1,215)
No. No.
d. Weighted average number of ordinary shares outstanding
during the year used in calculating basic EPS
10,605,480 1
Weighted average number of options outstanding - -
Weighted average number of converting preference shares
on issue
- -
Weighted average number of ordinary shares outstanding
during the year used in calculating dilutive EPS
10,605,480 1
e. Diluted earnings per share is not reflected for discontinuing
operations as the result is anti-dilutive in nature
- -
NOTE 8: CASH AND CASH EQUIVALENTS
2007 2006
\$ \$
Cash at bank 116,588 -
Cash in hand 1 1
Short-term bank deposits 5,657,208
5,773,797
-
1
Reconciliation of cash
Cash at the end of the financial year
as shown in the cash flow statement is
reconciled to items in the balance
sheet as follows:
Cash and cash equivalents 5,773,797 1
5,773,797 1

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 9: TRADE AND OTHER RECEIVABLES

2007
\$
2006
\$
GST refunds 31,735 -
Other receivables 10,795 -
42,530 -

NOTE 10: PROPERTY, PLANT AND EQUIPMENT

2007 2006
\$ \$
PLANT AND EQUIPMENT
Plant and equipment:
At cost 3,150 -
Accumulated depreciation (126) -
Total Plant and Equipment 3,024 -

a. Movements in Carrying Amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year

Plant and Equipment Total
\$ \$
Balance at 1 July 2006 - -
Additions 3,150 3,150
Depreciation expense (126) (126)
Balance at 30 June 2007 3,024 3,024
NOTE 11: INTANGIBLE ASSETS
2007 2006
\$ \$
Computer software:
At Cost 350 -
Accumulated amortisation and
impairment (5) -
Net carrying value 345 -
Total intangibles 345 -

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 11: INTANGIBLE ASSETS (CONT'D)

Computer Software Total
\$ \$
Balance at 1 July 2006 - -
Additions 350 350
Amortisation charge (5) (5)
Impairment - -
Balance at 30 June 2007 345 345

Intangible assets, other than goodwill, have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the income statement.

NOTE 12: OTHER ASSETS

2007
\$
2006
NON-CURRENT
Exploration expenditure capitalised

exploration and evaluation
phases
78,580 21,570
Total exploration expenditure 78,580 21,570

Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and sale of uranium ore.

Capitalised costs amounting to \$67,374 (2006: Nil) have been included in cash flows from investing activities in the cash flow statement.

NOTE 13: TRADE AND OTHER PAYABLES

2007 2006
\$ \$
CURRENT
Trade payables 25,661 -
Sundry payables and accrued
expenses
83,975 -
Amounts payable to:

ultimate parent entity
- 22,785

associated companies
634 -
110,270 22,785

Fission Energy Limited ceased to be controlled by Tasman Resources NL on 14 June 2007 following the successful initial public offering. Accordingly, the loan from Tasman Resources NL has been reclassified as amounts payable to associated companies.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 14: ISSUED CAPITAL

2007 2006
\$ \$
57,000,000 (2006: 1) ordinary shares 5,853,634 1
5,853,634 1
2007 2006
No. No.
a. Ordinary shares
At the beginning of reporting period 1 1
Shares issued during the year
23 February 2007 24,999,999 -
14 March 2007 2,000,000 -
14 June 2007 30,000,000 -
At reporting date 57,000,000 1

On 23 February 2007 the company issued 24,999,999 ordinary shares at \$0.00001 per share to Tasman Resources NL.

On 14 March 2007 the company issued 2,000,000 ordinary shares at \$0.10 per share to raise working capital.

On 14 June 2007 the company issued 30,000,000 ordinary shares at \$0.20 each to raise working capital as part of an initial public offer.

Ordinary shares participate in dividends and the proceeds of winding up in proportion to the number of shares held.

At the shareholders' meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

b. Options

At the beginning of reporting period - -

Options issued during the year

28 February 2007 12,500,000 -
18 June 2007 2,500,000 -
At reporting date 15,000,000 -
  • i. On 28 February 2007, 12,500,000 share options were granted to Tasman Resources NL to accept ordinary shares at an exercise price of \$0.20. The options are exercisable on or before 28 February 2011. The options hold no voting or dividend rights and are not transferable. At balance date, no share option has been exercised.
  • ii. On 18 June 2007, 1,000,000 share options were granted to the broker of the initial public offering to accept ordinary shares at an exercise price of \$0.20. The options are exercisable on or before 18 June 2010. The options hold no voting or dividend rights and are not transferable. At balance date, no share option has been exercised.
  • iii. For information relating to the Fission Energy Ltd employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 18 Share-based Payments.
  • iv. For information relating to share options issued to key management personnel during the financial year, refer to Note 18 Share-based Payments.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 15: CAPITAL AND LEASING COMMITMENTS

2007
\$
2006
\$
a. Capital Expenditure
Commitments
Capital expenditure
commitments contracted for:
Capital expenditure projects 10,064 -
10,064 -
Payable:

not later than 12 months
10,064 -

between 12 months and
5 years
- -

greater than 5 years
- -
10,064 -

The company has certain obligations to pay a share of rent on mining tenements held in respect of rights held to explore for uranium transferred from Tasman Resources NL.

NOTE 16: CONTINGENT LIABILITIES AND CONTINGENT ASSETS

The Directors are not aware of any contingent assets or contingent liabilities as at 30 June 2007.

NOTE 17: CASH FLOW INFORMATION

2007 2006
a. Reconciliation of Cash Flow from
Operations with Profit after Income Tax
\$ \$
Loss after income tax (64,413) (1,215)
Non-cash flows in profit -
Amortisation 5 -
Depreciation 126 -
Changes in assets and liabilities, net of
the effects of purchase and disposal of
subsidiaries
(Increase)/decrease in trade and
term receivables
(31,735) -
Increase/(decrease) in trade
payables and accruals
58,338 1,215
Cashflow from operations (37,679) -

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 18: SHARE-BASED PAYMENTS

The following share-based payment arrangements existed at 30 June 2007: On 18 June 2007, 1,500,000 share options were granted to directors to accept ordinary shares at an exercise price of \$0.20. The options are exercisable at various dates but before 31 March 2011. The options hold no voting or dividend rights and are not transferable. When a director ceases employment the options are deemed to have lapsed. Since balance date, no director has ceased their employment.

2007 2006
Number of Options Weighted Average
Exercise Price
\$
Number of Options Weighted Average Exercise Price
\$
Outstanding at the
beginning of the year
- - - -
Granted 1,500,000 0.20 - -
Exercised - - - -
Expired - - - -
Outstanding at year
end
1,500,000 0.20 - -
Exercisable at year
end
600,000 0.20 - -

There were no options exercised during the year ended 2007.

The weighted average fair value of the options granted during the year was \$Nil.

The life of the options is based on the historical exercise patterns, which may not eventuate in the future.

NOTE 19: EVENTS AFTER THE BALANCE SHEET DATE

On 30 July 2007, the company issued a short form prospectus for a non renounceable entitlement issue of 1 Option for every 2 Shares held by Shareholders as at 5.00pm WST on Wednesday 8 August 2007 at an issue price of \$0.01 per Option to raise approximately \$285,000 (before expenses of the Issue). Each Option is exercisable at an exercise price of 20 cents at any time on or before 28 February 2011.

NOTE 20: RELATED PARTY TRANSACTIONS

2007 2006
\$ \$
Transactions between related parties are on
normal commercial terms and conditions no more
favourable than those available to other parties
unless otherwise stated.
Transactions with related parties:
a. Key Management Personnel
Management fees and administration fees
paid to Princebrook Pty Ltd, a company in
which Mr GH Solomon and Mr DH
Solomon have an interest.
13,125 -

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 20: RELATED PARTY TRANSACTIONS (CONT'D)

2007 2006
\$ \$
Legal and professional fees paid to
Solomon Brothers, a firm of which Mr GH
Solomon and Mr DH Solomon are
partners. 39,950 -

NOTE 21: FINANCIAL INSTRUMENTS

a. Financial Risk Management

The company's financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, and loans to and from associated companies.

i. Financial Risks

The main risks the company is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk.

Credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.

The company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the company.

b. Financial Instruments

i. Interest Rate Risk

The company's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

Fixed Interest Rate Maturing
Weighted Average
Effective Interest
Rate
Floating Interest
Rate
Non Interest
Bearing
Total
2007 2006 2007 2006 2007 2006 2007 2006
\$ \$ \$ \$ \$ \$
Financial Assets:
Cash and cash equivalents 6.30% - 5,773,797 - - 1 5,773,797 1
Trade and other receivables - - - - 42,530 - 42,530 -
Total Financial Assets 6.30% - 5,773,797 - 42,530 1 5,816,327 1
Financial Liabilities:
Trade and sundry payables - - - - 110,270 22,785 110,270 22,785
Total Financial Liabilities - - - - 110,270 22,785 110,270 22,785

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007 NOTE 21: FINANCIAL INSTRUMENTS (CONT'D)

  • ii. Net Fair Values
  • The aggregate net fair values of:
  • Financial assets and financial liabilities, at the balance date, are approximated by their carrying value.

NOTE 22: CHANGE IN ACCOUNTING POLICY

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report.

  • AASB 7 Financial Instruments: Disclosures (August 2005) replaces the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007, and will require extensive additional disclosures with respect top the Group's financial instruments and share capital.
  • AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosure and Presentation, AASB 101 Presentation of Financial Statements, AASB 114 Segment Reporting, AASB 117 Leases, AASB 133 Earnings Per Share, AASB 139 Financial Instruments: Recognition and Measurement, AASB 1 First-time adoption of Australian Equivalents to International Financial Reporting Standards, AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the consolidated financial report.
  • AASB 8 Operating Segments replaces the presentation for annual reporting periods beginning on or after 1 January 2009 and it is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
  • AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 102 Inventories, AASB 107 Cash Flow Statements AASB 119 Employee Benefits, AASB 127 Consolidated and Separate Financial Statements, AASB 134 Interim Financial Reporting, AASB 136 Impairment Assets, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments. This standard is only expected to impact disclosures contained within the financial report.
  • AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation II amends AASB 2 Share-based Payments to insert the transitional provisions of IFRS 2, previously contained in AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards. AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the consolidated financial report.
  • AASB 2007-2 Amendments to Australia Accounting Standards arising from AASB Interpretation 12 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 117 Leases, AASB 118 Revenue, AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, AASB 121 The Effects of Changes in Foreign Exchange Rates, AASB 127 Consolidated and Separate Financial Statement, AASB 131 Interest in Joint Ventures, and AASB 139 Financial Instruments Recognition and Measurement. AASB 2007-2 is applicable for annual reporting periods beginning on or after 1 January 2008 and must be applied at the same time as the Interpretation 12 Service Concession Arrangements.
  • AASB 2007-2 Amendments to Australian Accounting Standards also amends references to "UIG Interpretation" to interpretations. This amending standard is applicable to annual reporting periods ending on or after 28 February 2007.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

NOTE 22: FINANCIAL INSTRUMENTS (CONT'D)

  • AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and other Amendments makes consequential amendments to AASB 1 First-time adoption of Australian Equivalents to International Financial Reporting Standards, AASB 2 Share Based Payments, AASB 3 Business Combinations, AASB 4 Insurance Contracts, AASB 5 Non-Current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 7 Financial Instruments : Disclosures, AASB 102 Inventories, AASB 107 Cash Flow Statement, AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors, AASB 110 Events after the Balance Sheet Date. AASB 112 Income Taxes, AASB 114 Segment Reporting, AASB 116 Property, Plant and Equipment, AASB 117 Leases, AASB 118 Revenue, AASB 119 Employee Benefits, AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, AASB 121 The Effects of Changes in Foreign Currency Rates, AASB 127 Consolidated and Separate Financial Statements, AASB 128 Investment in Associates, AASB 129 Financial Reporting in Hyperinflationary Economies, AASB 130 Disclosures of Financial Statement of Banks and Similar Financial Institutions, AASB 131 Interest in Joint Ventures, AASB 132 Financial Instruments: Disclosures and Presentation, AASB 133 Earnings Per Share, AASB 134 Interim Financial Reporting, AASB 136 Impairment of Assets, AASB 137 Provision, Contingent Liabilities and Contingent Assets, AASB 138 Intangible Assets, AASB 139 Financial Instruments: Recognition and Measurement, AASB 141 Agriculture, AASB 1023 General Insurance Contracts, and AASB 1038 Life Insurance Contracts. This standard is applicable to annual reporting periods beginning on or after 1 July 2007. The potential impact on the Company has not yet been determined.
  • AASB 2007-5 Amendments to Australian Accounting Standard Inventories Held for Distribution by Not-for-Profit Entities requires inventories held for distribution by not-for-profit entities to be measured at the lower of cost and current replacement costs. AASB 2007-5 is applicable for annual reporting periods beginning on or after 1 July 2007 and is not expected to have an impact on the financial results or disclosures contained within the financial report.
  • AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 101 Presentation of Financial Statements, AASB 107 Cash Flow Statements, AASB 111 Construction contracts, AASB 116 Property, Plant and Equipment, AASB 138 Intangible Assets, Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities and Interpretation 12 Service Concession Arrangements. AASB 2007-6 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be applied at the same time as AASB 123 Borrowing Costs. This standard principally removes the references to expensing borrowing costs on qualifying assets.
  • AASB 2007-7 Amendments to Australian Accounting Standards arising from AASB 2007-4 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 2 Share-Based Payment, AASB 4 Insurance Contracts, AASB 5 Noncurrent Assets Held for Sale and Discontinued Operations, AASB Cash Flow Statements and AASB 128 Investments in Associates. AASB 2007-7 is applicable for annual reporting periods beginning on or after 1 July 2007. This standard is only expected to impact disclosures contained within the financial report.

NOTE 23: COMPANY DETAILS

The registered office of the company is:

Fission Energy Limited

Level 40, Exchange Plaza

2 The Esplanade

Perth Western Australia 6000

The principal places of business are:

Fission Energy Limited

Level 40, Exchange Plaza

2 The Esplanade

Perth Western Australia 6000

Bentleys MRI Perth Partnership ABN 17 735 344 518

Level 1, 10 Kings Park Road West Perth WA 6005 Australia

PO Box 570 West Perth WA 6872

T 61 8 9480 2000 F 61 8 9322 7787

[email protected] www.bentleys.com.au

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISSION ENERGY LIMITED

Report on the Financial Report and AASB 124 Remuneration Disclosures Contained in the Directors' Report

We have audited the accompanying financial report of Fission Energy Limited (the "Company"), which comprises the balance sheets as at 30 June 2007, and the income statements, statements of changes in equity, and cash flow statements for the year ended on that date, a summary of significant accounting policies and other explanatory notes 1 to 23, and the directors' declaration set out on page 41 of the Group comprising the Company and the entities it controlled at the year's end or from time to time during the financial year.

As permitted by the Corporations Regulations 2001, the Company has disclosed information about the remuneration of directors and executives ("remuneration disclosures"), required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading "Remuneration Report" in the Directors' report and not in the financial report. We have audited these remuneration disclosures.

Directors' responsibility for the financial report and the AASB 124 remuneration disclosures contained in the Directors' report.

The directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

The directors of the Company are also responsible for the remuneration disclosures contained in the Directors' report.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is also to express an opinion on the remuneration disclosures contained in Directors' report based on our audit.

Chartered Accountants

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISSION ENERGY LIMITED

Report on the Financial Report and AASB 124 Remuneration Disclosures Contained in the Directors' Report (continued)

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the Directors' report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the Directors' report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report and the remuneration disclosures contained in the Directors' report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the Directors' report.

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company's and the Group's financial position and of their performance and whether the remuneration disclosures are in accordance with Australian Accounting Standard AASB 124.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Auditor's opinion on the financial report

In our opinion, the financial report of Fission Energy Limited is in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the Company's and the Group's financial position as at 30 June 2007 and of their performance for the financial year ended on that date, and
  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

Auditor's opinion on AASB 124 remuneration disclosures contained in the Directors' report

In our opinion, the remuneration disclosures that are contained in the Remuneration report in the Directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.

BENTLEYS MRI PERTH PARTNERSHIP

M J HILLGROVE PARTNER

Dated at Perth this 27th day of September 2007.

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public companies only.

  1. Shareholding
a. Distribution of Shareholders Number
Category (size of holding) Shareholders
1 – 1,000 3
1,001 – 5,000 97
5,001 – 10,000 297
10,001 – 100,000 509
100,001 – and over 48
954

b. The number of shareholdings held in less than marketable parcels is 59.

c. The names of the substantial shareholders listed in the holding company's register as at 31 August 2007 are:

Number
Shareholder Ordinary shares
Tasman Resources NL 25,000,000

d. Voting Rights

Subject to any rights or restrictions for the time being attached to any classes of Shares (at present there are none), at meetings of shareholders of the Company:

  • (a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
  • (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote: and
  • (c) on a poll, every person present who is a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).
  • e. Restricted Securities

At the date of listing there were 26,000,000 shares and 13,500,000 options placed in escrow to be released at various dates.

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

f. 20 Largest Shareholders — Ordinary Shares

Name Number of
Ordinary
Fully Paid
Shares Held
% Held of
Issued
Ordinary
Capital
1. Tasman Resources NL 25,000,000 43.860%
2. Taycol Nominees Pty Ltd 1,525,000 2.675%
3. RBC Dexia Investor Services Australia Nominees Pty Ltd
675,000 1.184%
4. Jarra Glen Pty Ltd 541,200 0.949%
5. K & V Lamb Pty Ltd 425,000 0.746%
6. Mr Thomas Fleet Scaife 400,000 0.702%
7. Kavel Pty Ltd 320,000 0.561%
8. Arkenstone Pty Ltd 300,000 0.526%
9. Wobbly Investments Pty Ltd 265,000 0.465%
10. March Bells Pty Ltd 250,000 0.439%
11. Symington Pty Ltd 250,000 0.439%
12. Mr Graham Louis Moodie 250,000 0.439%
13. Ms Joanne Holland 225,000 0.395%
14. Mr Bradley Ian McGougan & Mrs Karen Jane McGougan <the
McGougan Super Fund A/c></the
200,000 0.351%
15. Mrs Barbara June Watson 200,000 0.351%
16. Swift Nominees Pty Ltd 200,000 0.351%
17. Mr David George Whiting & Mrs Susan Marie Whiting <mambat
Pty Ltd S/Fund A/c></mambat
200,000 0.351%
18. Doug Perry (Insurances) Nominees Pty Ltd <d &="" c="" e="" m="" perryFamily A/c> 200,000 0.351%
19. Strategy For Success Pty Ltd Resources House 200,000 0.351%
20. Mr Gary John Munyard & Mrs Pauline Mary Munyard 200,000 0.351%
31,826,200 55.837%