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CONICO LTD — Annual Report 2008
Oct 26, 2008
64678_rns_2008-10-26_72343df8-8ccc-4cd5-84aa-32c83581bf05.pdf
Annual Report
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for the Year Ended 30 June 2008
Table of Contents
| Highlights for the Year to 30 June 2008 | 2 |
|---|---|
| Corporate Directory | 3 |
| Review of Operations | 4 |
| Corporate Governance Statement | 15 |
| Directors’ Report | 20 |
| Auditor’s Independence Declaration | 26 |
| Income Statement | 27 |
| Balance Sheet | 28 |
| Statement of Changes in Equity | 29 |
| Cash Flow Statement | 30 |
| Notes to the Financial Statements | 31 |
| Directors’ Declaration | 42 |
| Independent Auditor’s Report | 43 |
| Additional Information for Listed Public Companies | 46 |
| Tenement Schedule | 48 |
ASX Code: FIS
Page 1 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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HIGHLIGHTS FOR THE YEAR TO 30 JUNE 2008
Fission Energy Ltd:
-
Continued exploration and completed drilling programs at the Wynbring, Garford and Frasers projects in South Australia.
-
Discovered palaeochannel hosted uranium mineralisation at Wynbring.
-
Signed a Sale and Purchase agreement to acquire 100% of the issued capital of Meteore Metals Ltd which is the manager of a 50:50 Joint Venture with Barra Resources Ltd on the Mt Thirsty CobaltNickel-Manganese project. Mt Thirsty is situated approximately 20km north north-west of Norseman in Western Australia.
Barra/Meteore JV:
-
Extensional drilling on the Mt Thirsty project increased the Indicated and Inferred JORC resource estimate by 38% to 29 million tonnes grading 0.56% Nickel, 0.12% Cobalt and 0.88% Manganese.
-
Nickel Sulphide gossans identified at Mt Thirsty.
ASX Code: FIS
Page 2 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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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., FINSIA., MAusIMM (Non-Executive)
COMPANY SECRETARY:
Raymond F Buscall
REGISTERED OFFICE:
Level 40, Exchange Plaza 2 The Esplanade Perth, Western Australia 6000 Tel +61 8 9282 5889 Fax +61 8 9282 5866 Email: [email protected] Website: www.fissionenergy.com.au
SOLICITORS:
Solomon Brothers Level 40, Exchange Plaza 2 The Esplanade Perth, Western Australia 6000
Minter Ellison 1 King William Street Adelaide, South Australia 5000
AUDITORS:
Grant Thornton (WA) Partnership Chartered Accountants Level 1 10 Kings Park Road West Perth, Western Australia 6005
SHARE REGISTRY:
Advance Share Registry Services 110 Stirling Highway Nedlands, Western Australia 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.
ASX Code: FIS
Page 3 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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REVIEW OF OPERATIONS
MT THIRSTY Ni-Co-Mn PROJECT (Fission 50%)
On 18[th] April 2008, Fission Energy Ltd signed a Sale and Purchase agreement to acquire 100% of the issued capital of Meteore Metals Limited (ACN 097 759 325) which is the manager of a 50:50 Joint Venture with Barra Resources Limited (ASX:BAR) on the Mt Thirsty Nickel-Cobalt-Manganese Project. Mt Thirsty is situated approximately 20km north northwest of Norseman in Western Australia (Figure 1).
Total consideration for the acquisition of Meteore Metals was A$8.0 million of which approximately A$6.1 million was paid in cash and the balance in fully paid ordinary shares in Fission. The consideration was payable in installments and subject to due diligence by Fission, raising a minimum of A$4.0 million and shareholder approval at a General Meeting of the Company.
Fission formally acquired the 100% interest in Meteore Metals Limited following a capital raising and approval given at a General Meeting convened on 1st July 2008.
Mt Thirsty Ni –Co-Mn Laterite Deposit
The Mt Thirsty deposit differs from typical nickel laterite occurrences in that it is completely oxidised and contains relatively high cobalt values. The particular mineralogy of the deposit, which is a product of a unique weathering history, allows for rapid high leaching recoveries (80% Co and 50% Ni), at moderate temperatures and normal atmospheric pressure utilising weak, acidic reagents. Metallurgical test work is continuing and Fission is optimistic that it will result in improved metal recoveries as the metallurgical process is optimised.
Drilling by Barra Resources during 2007 confirmed excellent geological and grade continuity between their new holes and previous exploration drilling. Barra Resource’s drilling also revealed the ore profile to be substantially thicker in various parts of the deposit due to the inability of previous drilling to penetrate deep enough into the ore profile.
Mt Thirsty Ni-Co-Mn Resource
Based on recent extensional drilling Independent mining and geological consulting firm Golder Associates Pty Ltd has estimated an updated JORC compliant Indicated and Inferred Resource of 29,030,000 tonnes grading 0.56% Nickel, 0.12% Cobalt and 0.88% Manganese (refer Table 1). The total Indicated and Inferred Resource contains approximately 162,000 tonnes of nickel, 35,000 tonnes of cobalt and 255,000 tonnes of manganese.
The above estimate is a significant increase compared to an earlier Indicated and Inferred Resource estimate of 20,970,000 tonnes grading 0.62% Nickel, 0.14% Cobalt and 1.01% Manganese. This earlier estimate contained approximately 130,000 tonnes of nickel, 29,000 tonnes of cobalt and 210,000 tonnes of manganese and was based on higher bulk density values.
The Mt Thirsty resource is confined to a single orebody at shallow depths extending over a strike length of 1,300 metres, between 6,447,600N and 6,446,300N sections, with an average width approaching 850 metres (Figure 2).
The updated resource estimate incorporates the Joint Venture’s recent southern and western extensional aircore drilling, including previously announced resource work and drilling programs undertaken over the past twelve months. The update also incorporates seven recently completed PQ diamond drill holes that were designed to further define the bulk density of the Mt Thirsty ore profile. The classification of this near surface resource is shown in Table 1 at varying cobalt cut-off grades. A summary of the estimation methodology utilised is described at the end of this section.
Table 1: Mt Thirsty Resource at varying cobalt cut-offs (calculated within mineralised envelope)
| Resource at Varied cut- offs |
Indicated Resource Category1 |
Indicated Resource Category1 |
Inferred Resource Category1 |
Inferred Resource Category1 |
Total Resource | Total Resource |
|---|---|---|---|---|---|---|
| Cobalt | Tonnage | Co%/Ni%/Mn% | Tonnage | Co%/Ni%/Mn% | Tonnage | Co%/Ni%/Mn% |
| 0.06% | 14,800,000 | 0.14/0.59/0.99 | 14,230,000 | 0.11/0.52/0.77 | 29,030,000 | 0.12/0.56/0.88 |
| 0.08% | 12,510,000 | 0.15/0.60/1.08 | 11,100,000 | 0.12/0.53/0.84 | 23,610,000 | 0.14/0.57/0.97 |
| 0.10% | 9,610,000 | 0.17/0.61/1.21 | 7,320,000 | 0.14/0.54/0.96 | 16,930,000 | 0.15/0.58/1.10 |
| 0.20% | 1,950,000 | 0.27/0.67/1.98 | 570,000 | 0.27/0.59/1.96 | 2,520,000 | 0.27/0.65/1.97 |
| 0.30% | 490,000 | 0.38/0.73/2.71 | 120,000 | 0.38/0.67/2.91 | 610,000 | 0.38/0.71/2.75 |
Note: The table above shows rounded tonnages. This may cause some apparent computational discrepancies.
1The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Resources Committee, The Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia as at 9 March 2005
ASX Code: FIS
Page 4 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Extensional and Infill Drilling Programs
Between February-April 2008 a total of 100 aircore holes were drilled for 3,605m (MTAC222 to 321). The holes were drilled to expand the existing indicated and inferred resource further south along strike beyond the 6,500N section and out approximately 800m to the west (see Figure 2). The program was highly successful, identifying significant Ni-Co mineralisation west of the current resource. The newly discovered zones appear identical in nature to the existing Mt Thirsty deposit in terms of both mineralogy and overall thickness of the ore profile.
Concurrently 7 diamond holes totalling 337.5m (MTDD1 to 7) were drilled to attain more accurate metallurgical and geological information (particularly specific gravity data) to better estimate the resources at Mt Thirsty. A preliminary comparison of the assays returned for the PQ diamond drill holes with that of aircore holes they twinned suggests good repeatability between drill holes. The bulk density data extracted from the diamond drilling program has been incorporated into the new resource calculations. Further information on bulk density is included in the resource estimation summary.
Further Resource Potential
There is very good potential to expand the Resource further south along strike to the tenement boundary, a distance of some 600m, as mineralisation remains open beyond the 6,300N section. The overall dimensions of the Mt Thirsty orebody, including this latest upgrade, is approaching 1,300 metres in strike, 850 metres in width and averaging approximately 12 metres in thickness.
Fast Tracked Development Program
The joint venture has been working closely with consultancy firms over the past 12 months to fast track the Project Management Plan and Mining Proposal for the Mt Thirsty deposit.
Both flora and fauna surveys have been carried out over the entire project area including areas covered by miscellaneous licence applications. No endangered species of flora or rare forms of fauna were identified within the survey area.
Native title heritage surveys have also been completed with no areas of tribal significance identified within the project area at this stage. The company is about to commence negotiations with the overlying claimant group.
Resource Estimation Methodology
The Mt Thirsty resource is based on aircore and PQ core drill hole data provided to Golder Associates Pty Ltd on the 14 May 2008.
Mineralisation and geological interpretations were carried out by the Joint Venture parties, in conjunction with Golder Associates Pty Ltd, on 50 metre spaced sections in the eastern half of the deposit and on 100 metre spaced sections in the newly drilled western half. The cut-off grades used to define the mineralised envelopes are slightly lower than those used for the previous model. These were digitized and wireframed in 3D using Vulcan software. The major domain is a sub-horizontal high Ni-Co-Mn domain. A less continuous domain of high Ni with low Co and Mn occurs around this main domain.
Internal waste was also interpreted and wireframed. Domain codes were assigned to each wireframe. The wireframes were used to capture the 1 metre drill hole assays within each domain code. The domain codes were also assigned to a geological block model built using the wireframes.
The block model utilized a block size of 25 metres wide by 25 metres long by 5 metres high. Sub-blocks with dimensions 5 metres wide by 5 metre long by 1 metre high were also used when required.
Domain statistics were generated and the influence of high Co and Mn grades was restrained during estimation. Variography was conducted on the main domain and the defined search orientations were also applied to the other less continuous domains
The Mt Thirsty resource was estimated using the ordinary kriging method. The elements estimated were Ni, Co, Mn, Fe and Mg.
Bulk densities were based on data collected from the PQ diamond core holes. Average densities were applied on a domain basis. This resulted in an average bulk density of about 1.89 for the mineralized domains which is a significant reduction on that used for the previous model.
The resource estimate has been classified based on data quality, data density, geological continuity and confidence in the estimation.
ASX Code: FIS
Page 5 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Regional Exploration - Nickel Sulphide Gossans Identified
Several nickel sulphide gossans have been identified within the joint venture tenements 6 kilometres north-west of the Mt Thirsty Cobalt-Nickel-Manganese laterite resource.
A surface reconnaissance rock-chip sampling program searching for nickel sulphide mineralisation was recently carried out within the Mt Thirsty area along a prospective basal ultramafic-basalt contact. Here seven gossanous rock-chip samples believed to be nickel sulphide bearing were collected (see Figure 3). These were analysed for a suite of elements that aid in identifying surface expressions of nickel sulphide mineralisation. One of the key indicator elements is copper as it occurs as chalcopyrite within nickel sulphide ores. Six of the seven gossans sampled at Woodcutters returned high levels of both copper and nickel. The results are tabled below.
Table 2: Gossan Rock-Chip Assay Results.
| Sample | North | East | Nickel (ppm) | Copper (ppm) | Zinc (ppm) | Iron (%) |
|---|---|---|---|---|---|---|
| Gossan 1 | 6450970 | 367535 | 2,850 | 750 | 6,967 | n/a* |
| Gossan 2 | 6451095 | 367425 | 3,414 | 2,383 | 1,396 | 49.9 |
| Gossan3 | 6451023 | 367493 | 4,808 | 1,368 | 666 | 52.1 |
| Gossan 4 | 6450910 | 367692 | 3,639 | 2,412 | 1,045 | 46.1 |
| Gossan5 | 6450910 | 367692 | 2,544 | 918 | 1,878 | 40.7 |
| Gossan 6 | 6450777 | 367495 | 4,074 | 1,328 | 2,274 | 49.9 |
| Gossan 7 | 6450777 | 367499 | 413 | 861 | 1,284 | 39.7 |
- n/a denotes not available
These initial results are very encouraging and clearly indicate the presence of oxidised nickel sulphide mineralisation at the surface. The location of the gossans is also interesting in that the oxidised nickel sulphides are not only present on the basal ultramafic-basalt contact but also in potential hanging wall positions. This type of complexity is commonly associated with the nickel sulphide deposits of Kambalda.
Analogies can be drawn from the Kambalda Region
The area was targeted primarily due to its complex aeromagnetic signatures which appear similar to basal lava channel embayment type structures observed at Kambalda. Basal lava channel embayments located on ultramafic-basalt contacts are the most preferred location for nickel sulphide accumulation in the Kambalda region. Several of these basal embayment type structures have been identified and were recently field evaluated.
The Woodcutters Prospect hosts one of the largest and most complex basal embayment type structures within the Mt Thirsty tenement package.
Previous Exploration
During the nickel boom days of the early 1970’s, Mid-East Minerals NL and Carpentaria Exploration Company Pty Ltd were both actively exploring for nickel sulphides in the area. The Woodcutters Prospect was an area of interest to them with costeaning, gossan sampling and limited percussion drilling conducted over a wide area during a three year period. A data review conducted recently has revealed the presence of other gossans within the Woodcutters prospect area that require follow-up.
Exploration to be Fast Tracked
Work to be carried in the near future by the Joint Venture will include the flying of detailed low level aeromagnetics and conducting ground EM surveys over areas of interest, including the Woodcutters prospect. Drill testing of the surface gossans at Woodcutters will be carried out once both the aeromagnetics and ground EM surveys have been completed and drill targets have been generated
ASX Code: FIS
Page 6 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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URANIUM EXPLORATION
Prior to commencement of uranium exploration Fission purchased a down hole gamma logging unit and following set up and field testing had it calibrated at the PIRSA test site in Adelaide. The calibration enabled in situ equivalent uranium values (eU3O8) to be estimated from down hole gamma logging.
Wynbring Project (Fission 100% uranium rights)
The Wynbring project is located within EL 3306 on the Gawler Craton approximately 100km west northwest of Tarcoola in South Australia (Figures 4 and 5). It covers a Tertiary palaeochannel 25km to the northwest of Toro Energy Ltd’s Warrior uranium deposit and has a similar catchment area to that hosting Warrior.
The Wynbring palaeochannel was initially identified by uranium explorer PNC in the 1980’s but no further exploration took place until Fission commenced drilling in late 2007.
Fission carried out two air core drilling campaigns at Wynbring comprising 106 holes for a total of 5,397m. The second program followed up the strongly anomalous uranium results (up to 5m @ 215ppm) intersected at the Pundinya prospect in the first reconnaissance drilling program along the interpreted location of the Wynbring palaeochannel. The follow up drilling at the Pundinya prospect in-filled around previous holes generally on a 200 by 100m grid spacing but down to 100 by 50m in several places (Figure 6).
The equivalent uranium estimates from down hole radiometric gamma logging (refer Table 3) indicated the presence of coherent uranium mineralisation at the Pundinya prospect in unconsolidated fluviatile sands near the base of the Wynbring palaeochannel over a +1km length and up to 600m in width. A thicker higher grade core (up to 5.3m @ 405ppm eU3O8) is located in the central eastern portion of the prospect on a constricted bend in the palaeochannel (refer Figure 6). Lower grade (+100ppm eU3O8 over 1m) equivalent uranium values are open both up and down the channel.
The host sand unit is generally oxidised to a depth of 42 to 48m and the uranium mineralisation at the Pundinya prospect is mostly concentrated at or below the oxidised zone and below the water table. On the northern end of the Pundinya prospect and further to the north up the channel, the fluvial sands are totally oxidised to their base whereas to the south reduced sands are still present below the oxidised zone indicating that the uranium mineralisation is associated with a redox front. Uranium anomalism is generally persistent over a 3 to 6 metre thickness of the reduced sands at the base of the palaeochannel. Granitic basement clays are generally intersected at around 51m.
All potentially mineralised intervals based on the down hole gamma logging from both drilling programmes were sampled in 1m intervals and sent for uranium chemical analysis. +100ppm U3O8 assays are listed in Table 4.
Best results were 5m at 854ppm U3O8 in hole W79 from 48 to 53m, including 1m at 3200ppm (0.32% U3O8) from 52 to 53m. Equivalent uranium (eU3O8) results previously estimated from down hole radiometric logging of this hole were 5m at 450ppm from 47 to 52m. All +100ppm U3O8 assay results are plotted over the eU3O8 contour plan in Figure 5.
In general, within the higher grade core of the prospect U3O8 chemical assays exceed the eU3O8 values estimated from down hole gamma logging whereas upstream, in the mostly oxidised channel sands north of the main redox front, U3O8 assays are lower than the eU3O8 estimates.
The chemical assay results imply that uranium within the Pundinya prospect is in disequilibrium with its decay products, a common feature in uranium deposits of such a young age. This has reduced the northern extent of the Pundinya prospect however the potential for a small but high grade core on its eastern margin within the existing drilling grid and related to the redox front, has been increased.
Future Program
Further infill drilling is planned in 2008 and is designed to further test the higher grade portions of the Pundinya prospect followed by step out drilling to test the priority targets and the remainder of the palaeochannel downstream.
The interpreted Wynbring palaeochannel remains largely untested for approx. 9km downstream from the Pundinya prospect to the southern margin of the tenement boundary. Priority targets outside of the Pundinya prospect are an interpreted drainage confluence 4km to the south west and a possible abandoned channel meander to the east as shown in Figure 7.
ASX Code: FIS
Page 7 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Table 3: Equivalent Uranium (eU 3 O 8 *) Results
(based on 100ppm eU 3 O 8 cut off and minimum downhole thickness of 0.2m or 0.5m [+] )
Hole |
East |
North |
Depth |
From |
To |
eU3O8 |
Hole |
East |
North |
Depth |
From |
To |
eU3O8 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
m |
m |
m |
m |
ppm |
m |
m |
m |
m |
ppm |
||||||
W006 |
379048 |
6634001 |
53 |
43.6 |
44.6 |
1.0 |
109 |
W087 |
379295 |
6634187 |
54 |
43.62 |
44.12 |
0.50 |
128 |
W007 |
378842 |
6634004 |
63 |
43.6 |
44.6 |
1.0 |
120 |
W087 |
44.77 |
47.27 |
2.50 |
229 |
|||
W008 |
378736 |
6634011 |
54 |
43.2 |
44.8 |
1.6 |
117 |
W087 |
47.82 |
48.87 |
1.05 |
175 |
|||
W034 |
379545 |
6635010 |
66 |
26 |
26.8 |
0.8 |
196 |
W087 |
49.42 |
50.02 |
0.60 |
145 |
|||
W042 |
379598 |
6640165 |
51 |
45.6 |
46.4 |
0.8 |
123 |
W088 |
379200 |
6634208 |
53 |
47.57 |
48.47 |
0.90 |
121 |
W056 |
379067 |
6634395 |
60 |
47.2 |
50.4 |
3.2 |
136 |
W089 |
379098 |
6634199 |
54 |
44.37 |
48.27 |
3.90 |
141 |
W057 |
379264 |
6634393 |
60 |
46.0 |
52.0 |
6.0 |
175 |
W090 |
378994 |
6634194 |
54 |
43.72 |
49.62 |
5.90 |
194 |
48.0 |
50.0 |
2.0 |
250 |
W091 |
378897 |
6634200 |
54 |
44.42 |
45.97 |
1.55 |
179 |
||||
49.0 |
49.2 |
0.2 |
410 |
W091 |
47.37 |
48.52 |
1.15 |
170 |
|||||||
W058 |
379452 |
6634410 |
53 |
31.4 |
32.2 |
0.8 |
147 |
W093 |
378795 |
6634008 |
51 |
42.37 |
44.22 |
1.85 |
147 |
42.6 |
44.4 |
1.8 |
220 |
W093 |
44.82 |
45.42 |
0.60 |
147 |
|||||||
45.2 |
46.0 |
0.8 |
123 |
W095 |
379160 |
6634000 |
54 |
40.47 |
40.97 |
0.50 |
127 |
||||
W059 |
379482 |
6634871 |
54 |
33.8 |
34.4 |
0.6 |
123 |
W095 |
43.57 |
44.17 |
0.60 |
126 |
|||
W059 |
43.4 |
44.2 |
0.8 |
192 |
W095 |
44.97 |
46.27 |
1.30 |
119 |
||||||
W060 |
379271 |
6634873 |
60 |
48.4 |
51.4 |
3.0 |
125 |
W096 |
379250 |
6634011 |
57 |
37.67 |
38.72 |
1.05 |
149 |
W067 |
379349 |
6635016 |
57 |
47.77 |
49.62 |
1.85 |
222 |
W096 |
38.92 |
41.67 |
2.75 |
186 |
|||
W068 |
379252 |
6635005 |
57 |
49.72 |
51.62 |
1.90 |
206 |
W097 |
379446 |
6634302 |
54 |
38.22 |
38.72 |
0.50 |
121 |
W069 |
379146 |
6634998 |
57 |
47.42 |
48.52 |
1.10 |
227 |
W097 |
39.57 |
40.07 |
0.50 |
123 |
|||
W070 |
379053 |
6634999 |
54 |
48.12 |
49.32 |
1.20 |
174 |
W097 |
40.52 |
41.02 |
0.50 |
134 |
|||
W071 |
379381 |
6634863 |
54 |
46.12 |
46.62 |
0.50 |
144 |
W097 |
41.97 |
43.02 |
1.05 |
161 |
|||
W071 |
50.47 |
50.97 |
0.50 |
189 |
W098 |
379395 |
6634301 |
54 |
42.32 |
43.32 |
1.00 |
248 |
|||
W072 |
379183 |
6634869 |
54 |
49.02 |
49.77 |
0.75 |
154 |
W098 |
46.77 |
51.67 |
4.90 |
202 |
|||
W073 |
379402 |
6634607 |
54 |
39.97 |
40.47 |
0.50 |
127 |
W099+ |
379346 |
6634308 |
54 |
||||
W074 |
379296 |
6634614 |
54 |
45.92 |
50.07 |
4.15 |
204 |
W100 |
379305 |
6634296 |
54 |
39.22 |
41.62 |
2.40 |
162 |
W075 |
379202 |
6634595 |
54 |
48.12 |
49.02 |
0.90 |
146 |
W100 |
45.67 |
50.67 |
5.00 |
215 |
|||
W076 |
379107 |
6634604 |
51 |
45.67 |
47.92 |
2.25 |
172 |
W101 |
379240 |
6634300 |
54 |
45.37 |
48.37 |
3.00 |
126 |
W077 |
379000 |
6634617 |
48 |
38.97 |
39.52 |
0.55 |
124 |
W101 |
49.07 |
49.77 |
0.70 |
105 |
|||
W078 |
379402 |
6634404 |
54 |
30.32 |
31.12 |
0.80 |
144 |
W102 |
379442 |
6634505 |
54 |
29.97 |
30.82 |
0.85 |
191 |
W078 |
33.67 |
34.97 |
1.30 |
135 |
W102 |
39.47 |
40.02 |
0.55 |
114 |
||||||
W078 |
39.22 |
39.72 |
0.50 |
119 |
W102 |
41.97 |
43.52 |
1.55 |
179 |
||||||
W078 |
40.02 |
42.42 |
2.40 |
278 |
W102 |
44.52 |
45.52 |
1.00 |
259 |
||||||
W078 |
44.97 |
45.57 |
0.60 |
123 |
W102 |
46.02 |
48.12 |
2.10 |
138 |
||||||
W078 |
49.17 |
49.87 |
0.70 |
233 |
W103 |
379401 |
6634499 |
53 |
49.62 |
50.17 |
0.55 |
215 |
|||
W079 |
379346 |
6634417 |
57 |
34.42 |
35.12 |
0.70 |
131 |
W104 |
379467 |
6634603 |
57 |
42.32 |
42.82 |
0.50 |
100 |
W079 |
46.72 |
52.07 |
5.35 |
405 |
W104 |
44.32 |
45.97 |
1.65 |
147 |
||||||
W080 |
379301 |
6634404 |
54 |
45.07 |
51.12 |
6.05 |
254 |
W104 |
48.67 |
50.42 |
1.75 |
165 |
|||
W081 |
379197 |
6634420 |
57 |
46.07 |
51.07 |
5.00 |
169 |
W104 |
51.07 |
52.02 |
0.95 |
111 |
|||
W082 |
379158 |
6634385 |
57 |
46.62 |
49.97 |
3.35 |
162 |
W105 |
379454 |
6634699 |
57 |
42.42 |
44.27 |
1.85 |
169 |
W083 |
379097 |
6634389 |
54 |
46.37 |
49.97 |
3.60 |
165 |
W105 |
50.17 |
50.72 |
0.55 |
112 |
|||
W084 |
379005 |
6634405 |
54 |
46.62 |
47.72 |
1.10 |
114 |
W106 |
379352 |
6634699 |
54 |
45.92 |
47.17 |
1.25 |
138 |
W084 |
48.52 |
49.12 |
0.60 |
152 |
W106 |
50.62 |
51.12 |
0.50 |
172 |
||||||
W085 |
378953 |
6634405 |
51 |
46.82 |
47.32 |
0.50 |
105 |
||||||||
W086 |
379404 |
6634219 |
54 |
41.57 |
42.07 |
0.50 |
147 |
||||||||
W086 |
43.22 |
43.72 |
0.50 |
148 |
|||||||||||
W086 |
44.37 |
44.87 |
0.50 |
116 |
|||||||||||
W086 |
45.17 |
45.67 |
0.50 |
102 |
+Values for holes W006 to W060 estimated using a minimum downhole thickness of 0.2m, remainder estimated using minimum thickness of 0.5m. Data for hole W99 not yet available.
*Equivalent uranium values were estimated from down hole gamma logging assuming most of the gamma radiation measured is due to uranium and that uranium and its daughter products are in equilibrium. Chemical assays have confirmed that radiation from thorium bearing heavy minerals is not a significant factor in the basal fluviatile sands.
The preliminary eU 3 O 8 estimates above have been carried out by 3D Exploration Pty Ltd and are based on calibration of Fission’s down hole logging equipment by PIRSA geophysicists at their test pits in Adelaide.
All holes were vertical and logged through the drill rods. Holes W06 to W060 were logged at a vertical speed of approx. 5m/min with readings at 20cm intervals. All of the other holes were logged at 2m/min, with readings at 5cm intervals. Appropriate corrections have been applied for hole diameter and attenuation of the gamma count rate due to drill rods and ground water.
The latest chemical assays indicate that uranium in the palaeochannel sands may not be in equilibrium with its daughter products and hence the above eU 3 O 8 values are not necessarily a reliable indicator of actual uranium grades.
ASX Code: FIS
Page 8 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Table 4: Uranium Chemical Assays
(Based on 100 ppm U3O8 cut off over minimum width of 1m)
Hole |
East |
North |
Depth |
From |
To |
U3O8 |
AvgGrade |
Hole |
East |
North |
Depth |
From |
To |
U3O8 |
AvgGrade |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
m |
m |
m |
ppm |
m |
ppm |
m |
m |
m |
ppm |
m |
ppm |
||||||
W007 |
378842 |
6634004 |
63 |
46 |
47 |
118 |
2 |
126 |
W088 |
379200 |
6634208 |
53 |
48 |
49 |
135 |
1 |
135 |
W007 |
47 |
48 |
132 |
W089 |
379098 |
6634199 |
54 |
48 |
49 |
118 |
1 |
118 |
|||||
W034 |
379545 |
6635010 |
66 |
26 |
27 |
170 |
W091 |
378897 |
6634200 |
54 |
45 |
46 |
127 |
1 |
127 |
||
W056 |
379067 |
6634395 |
60 |
48 |
49 |
141 |
3 |
130 |
|||||||||
W056 |
49 |
50 |
119 |
||||||||||||||
W056 |
50 |
51 |
131 |
||||||||||||||
48 |
49 |
144 |
1 |
144 |
|||||||||||||
W057 |
379264 |
6634393 |
60 |
48 |
49 |
112 |
4 |
249 |
W093 |
378795 |
6634008 |
51 |
45 |
46 |
102 |
2 |
106 |
W057 |
49 |
50 |
358 |
46 |
47 |
110 |
|||||||||||
W057 |
50 |
51 |
174 |
49 |
50 |
105 |
1 |
105 |
|||||||||
W057 |
51 |
52 |
354 |
W095 |
379160 |
6634000 |
54 |
45 |
46 |
134 |
3 |
141 |
|||||
W058 |
379452 |
6634410 |
53 |
43 |
44 |
109 |
5 |
219 |
46 |
47 |
179 |
||||||
W058 |
44 |
45 |
260 |
47 |
48 |
110 |
|||||||||||
W058 |
45 |
46 |
139 |
W096 |
379250 |
6634011 |
57 |
40 |
41 |
139 |
3 |
189 |
|||||
W058 |
46 |
47 |
452 |
W096 |
41 |
42 |
267 |
||||||||||
W058 |
47 |
48 |
134 |
W096 |
42 |
43 |
160 |
||||||||||
W059 |
379482 |
6634871 |
54 |
43 |
44 |
101 |
1 |
101 |
W097 |
379446 |
6634302 |
54 |
42 |
43 |
117 |
1 |
117 |
W074 |
379296 |
6634614 |
54 |
49 |
50 |
129 |
3 |
166 |
W097 |
45 |
46 |
111 |
1 |
111 |
|||
50 |
51 |
251 |
W098 |
379395 |
6634301 |
54 |
44 |
45 |
107 |
1 |
107 |
||||||
51 |
52 |
117 |
W098 |
47 |
48 |
183 |
5 |
235 |
|||||||||
W075 |
379202 |
6634595 |
54 |
50 |
51 |
119 |
3 |
113 |
W098 |
48 |
49 |
298 |
|||||
51 |
52 |
107 |
W098 |
49 |
50 |
296 |
|||||||||||
W076 |
379107 |
6634604 |
51 |
47 |
48 |
153 |
3 |
135 |
W098 |
50 |
51 |
272 |
|||||
48 |
49 |
116 |
W098 |
51 |
52 |
127 |
|||||||||||
W078 |
379402 |
6634404 |
54 |
39 |
40 |
123 |
1 |
123 |
W099 |
379346 |
6634308 |
54 |
46 |
47 |
205 |
6 |
210 |
W079 |
379346 |
6634417 |
57 |
48 |
49 |
166 |
5 |
854 |
W099 |
47 |
48 |
306 |
|||||
49 |
50 |
190 |
W099 |
48 |
49 |
308 |
|||||||||||
50 |
51 |
133 |
W099 |
49 |
50 |
108 |
|||||||||||
51 |
52 |
541 |
W099 |
50 |
51 |
98 |
|||||||||||
52 |
53 |
3240 |
W099 |
51 |
52 |
233 |
|||||||||||
W080 |
379301 |
6634404 |
54 |
47 |
48 |
125 |
5 |
443 |
W100 |
379305 |
6634296 |
54 |
47 |
48 |
134 |
5 |
460 |
48 |
49 |
137 |
W100 |
48 |
49 |
214 |
|||||||||||
49 |
50 |
77 |
W100 |
49 |
50 |
214 |
|||||||||||
50 |
51 |
1527 |
W100 |
50 |
51 |
1098 |
|||||||||||
51 |
52 |
350 |
W100 |
51 |
52 |
642 |
|||||||||||
50 |
51 |
131 |
2 |
186 |
W101 |
379240 |
6634300 |
54 |
47 |
48 |
122 |
1 |
122 |
||||
51 |
52 |
242 |
W102 |
379442 |
6634505 |
54 |
46 |
47 |
141 |
3 |
169 |
||||||
W082 |
379158 |
6634385 |
57 |
48 |
49 |
155 |
1 |
155 |
W102 |
47 |
48 |
190 |
|||||
W083 |
379097 |
6634389 |
54 |
49 |
50 |
245 |
2 |
235 |
W102 |
48 |
49 |
175 |
|||||
50 |
51 |
224 |
W104 |
379467 |
6634603 |
57 |
42 |
43 |
126 |
10 |
134 |
||||||
W084 |
379005 |
6634405 |
54 |
49 |
50 |
138 |
1 |
138 |
W104 |
43 |
44 |
102 |
|||||
W086 |
379404 |
6634219 |
54 |
42 |
43 |
189 |
4 |
169 |
W104 |
44 |
45 |
121 |
|||||
43 |
44 |
264 |
W104 |
45 |
46 |
121 |
|||||||||||
44 |
45 |
78 |
W104 |
46 |
47 |
140 |
|||||||||||
45 |
46 |
144 |
W104 |
47 |
48 |
102 |
|||||||||||
W087 |
379295 |
6634187 |
54 |
44 |
45 |
118 |
8 |
167 |
W104 |
48 |
49 |
140 |
|||||
45 |
46 |
140 |
W104 |
49 |
50 |
229 |
|||||||||||
46 |
47 |
253 |
W104 |
50 |
51 |
148 |
|||||||||||
47 |
48 |
244 |
W104 |
51 |
52 |
109 |
|||||||||||
48 |
49 |
118 |
W105 |
379454 |
6634699 |
57 |
43 |
44 |
251 |
1 |
251 |
||||||
49 |
50 |
190 |
W105 |
49 |
50 |
100 |
1 |
100 |
|||||||||
50 |
51 |
174 |
W105 |
51 |
52 |
104 |
1 |
104 |
|||||||||
51 |
52 |
101 |
Garford Project (Fission 100% uranium rights)
The Garford, located on the Gawler Craton approx. 80km south east of Coober Pedy in South Australia (Figures 4 and 5), covers over 80km of Tertiary and older palaeochannels which have never been explored for uranium.
A 74 hole 3,450m air core drilling program was completed on very wide spaced lines over the Garford project to test interpreted Tertiary and older Mesozoic palaeochannels. Thick sequences of basal reduced fluvial sands, ideal hosts for uranium mineralisation, were intersected in most of the drill holes, however no significant radiometric anomalies were detected in the initial wide spaced reconnaissance drilling on traverses spaced more than 20km apart.
Fission is considering further infill drilling at Garford, based on this initial program and the results from chemical analysis of ground water samples collected during the recent drilling which may provide vectors towards possible mineralisation.
ASX Code: FIS
Page 9 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Frasers Uranium Project (Fission 100% uranium rights)
The Frasers Project, which adjoins Tasman Resources Parkinson Dam Project, is located approximately 75km west of Port Augusta in South Australia. The area is prospective for both Tertiary palaeochannel and Proterozoic unconformity related uranium mineralisation. A small portion of Tasman Resources’ tenements at Parkinson Dam (approximately 15 km[2] ) are excluded from Fission’s uranium exploration rights.
Fission identified a number of potential Tertiary palaeochannel uranium targets in the west of the Parkinson Dam Project at the Frasers prospect. The potential source of the uranium is extensive, outcropping relatively uranium-rich Gawler Range Volcanics, and the inferred palaeochannels are part of a larger system recently documented by Primary Industries and Resources SA (PIRSA).
Three of the six holes drilled recently over a large area (30 km[2] ) at Frasers confirmed the presence of thin Tertiary palaeochannel sediments up to 18m thick overlying the Gawler Range Volcanics. The sediments here are totally oxidised and downhole gamma logging did not locate any significant uranium anomalism. It is likely however, that the palaeochannels will be better developed further downstream in the north of Fission’s exploration licence and may contain reduced sediments prospective for roll front uranium mineralisation.
Western Australian Projects (Fission 100%)
Field reconnaissance was carried out over exploration licences in the Lake Barlee and Lake Noondie areas during the quarter. None of the radiometric anomalies field checked were found to be associated with calcrete and their uranium potential has been downgraded. These projects are now regarded as low priority in view of the recent Mt Thirsty acquisition.
The interpretations and conclusions reached in this report are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for complete certainty. Any economic decisions that might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk.
The information in this announcement, insofar as it relates to Mineral Exploration activities, is based on information compiled by Guy T LePage who is a member of the Australian Institute of Mining and Metallurgy and Michael J. Glasson, who is a member of the Australian Institute of Geoscientists, both of whom have more than five years experience in the field of activity being reported on. Mr LePage is a Director of the Company and Mr Glasson is a consultant. Mr LePage and Mr Glasson have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Le Page, and Mr Glasson consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.
It should not be assumed that the reported Exploration Results will result, with further exploration, in the definition of a Mineral Resource.
The information in this report which relates to the Mt Thirsty Mineral Resource is based on information compiled by Alan Miller, a full time employee of Golder Associates Pty Ltd and who is a member of the Australasian Institute of Mining and Metallurgy. Alan Miller has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the January 2005 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Resources Committee, the Australian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and the Mineral Council of Australia.” Alan Miller consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.
ASX Code: FIS
Page 10 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Figure 1: Mt Thirsty Project Location
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Figure 2: Mt Thirsty Deposit Indicated and Inferred Resource Outline.
ASX Code: FIS
Page 11 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Figure 3: Woodcutters Prospect Interpretive Geology Showing Nickel Sulphide Gossan Locations.
==> picture [275 x 269] intentionally omitted <==
Figure 4: South Australian Uranium Project Locations
ASX Code: FIS
Page 12 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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----- Start of picture text -----
Garford
Project
Wynbring
Project
----- End of picture text -----
Figure 5: Location of Wynbring and Garford Palaeochannels
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Figure 6: Pundinya Prospect. Drill Hole Locations, Interpreted Fluvial Channel, eU3O8 Thickness * Grade Contours (m*ppm) and Thickness/ U3O8 Assay (m/ppm)
ASX Code: FIS
Page 13 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Figure 7: Drill Holes and Interpreted Fluvial Sand Locations
ASX Code: FIS
Page 14 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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CORPORATE GOVERNANCE STATEMENT
The Board of Directors
The Company’s constitution provides that the number of directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification.
As and if the Company’s activities increase in size, nature and scope the size of the board will be reviewed periodically, and as circumstances demand.
The membership of the board, its activities and composition, is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the board shall include quality of the individual, background of experience and achievement, compatibility with other board members, credibility within the Company’s scope of activities, intellectual ability to contribute to board’s duties and physical ability to undertake board’s duties and responsibilities.
Directors are initially appointed by the full board subject to election by shareholders at the next general meeting. Under the Company’s constitution the tenure of a director (other than managing director, and only one managing director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. Subject to the requirements of the Corporation Act 2001, the board does not subscribe to the principle of retirement age and there is no maximum period of service as a director. A managing director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, may revoke the appointment.
The board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time. The board as a whole is able to address the governance aspects of the full scope of the Company’s activities and to ensure that it adheres to appropriate ethical standards.
Role of the Board
The board’s primary role is the protection and enhancement of long-term shareholder value.
To fulfil this role, the board is responsible for oversight of management and the overall corporate governance statement of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
Appointments to Other Boards
Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards.
Independent Professional Advice
The board has determined that individual directors have the right in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense. With the exception of expenses for legal advice in relation to director’s rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.
Continuous Review of Corporate Governance
Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the Company. Such information must be sufficient to enable the directors to determine appropriate operating and financial strategies for time to time in light of changing circumstances and economic conditions. The directors recognise that mineral exploration is an inherently risky business and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.
ASX Principles of Good Corporate Governance
The board has reviewed its current practices in light of the ASX Principles of Good Corporate Governance and Best Practice Guidelines with a view to making amendments where applicable after considering the Company’s size and the resources it has available.
As the Company’s activities develop in size, nature and scope, the size of the board and the implementation of any additional formal corporate governance committees will be given further consideration.
The following table sets out the Company’s present position with regard to adoption of these Principles.
ASX Code: FIS
Page 15 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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| ASX Principle | ASX Principle | Reference/comment | |
|---|---|---|---|
| Principle 1: Lay solid foundations for management and oversight | |||
| 1.1 | Formalise and disclose the functions reserved to the board and those delegated to management. |
The Company has not adopted this recommendation to formalise and disclose the functions reserved to the board and those delegated to management. The Company considers the expense of sourcing additional directors at this stage of its development is unwarranted. The roles and functions within the Company must remain flexible in order for it to best function within its level of available resources. |
|
| Principle 2: Structure the board to add value | |||
| 2.1 | A majority of board members should be independent directors |
Due to the Company’s size, nature and extent of operations, the company has departed from this principle |
|
| 2.2 | The chairperson should be an independent director |
Due to the Company’s size, nature and extent of operations, the company has departed from this principle |
|
| 2.3 | The roles of chairperson and chief executive officer should not be exercised by the same individual |
The Company does not have a Chief Executive Officer. | |
| 2.4 | The board should establish a nomination committee |
The board has no formal nomination committee. Acting in its ordinary capacity from time to time as required, the board carries out the process of determining the need for, screening and appointing new directors. In view of the size and resources available to the Company, it is not considered that a separate nomination committee would add any substance to this process. |
|
| 2.5 | Provide the information indicated in Guide to reporting on Principle 2 |
The skills and experience of directors are set out in the Company’s Annual Report and on its website. |
Principle 3: Promote ethical and responsible decision-making
| 3.1 | Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and other key executives as to 3.1.1 the practices necessary to maintain confidence in the Company’s integrity 3.1.2 the responsibility and accountability of individuals reporting or investigating reports of unethical practices. |
The Company has formulated a Code of Conduct which can be viewed on the Company’s website. |
|---|---|---|
| 3.2 | Disclose the policy concerning trading in Company securities by directors, officers and employees |
The Board has adopted a policy and procedure on dealing in the Company's securities by directors, officers and employees which prohibits dealing in the Company's securities when those persons possess inside information. It also requires the Company Secretary to be notified when trading of securities in the Company occurs. |
| 3.3 | Provide the information indicated in Guide to reporting on Principle 3 |
The Code of Conduct can be viewed on the Company’s website. |
ASX Code: FIS
Page 16 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Principle 4: Safeguard integrity in financial reporting
| 4.1 | Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the board that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards |
The Company requires the chief financial officer to complete to make this statement. The company does not have a chief executive officer or equivalent |
|---|---|---|
| 4.2 | The board should establish an audit committee |
Due to the Company’s size, nature and extent of operations, the company has departed from this principle. |
| 4.3 | Structure the audit committee so that it consists of: • Only non-executive directors • A majority of independent directors • An independent chairperson who is not the chairperson of the board • At least three members |
The Board believes that, within the number of Directors on the Board, the Board itself is the appropriate forum to deal with this function. |
| 4.4 | The audit committee should have a formal charter |
See 4.2 |
| 4.5 | Provide the information indicated in Guide to Reporting on Principle 4 |
See 4.2 |
Principle 5: Make timely and balanced disclosure
| 5.1 | Establish written policies and procedure designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance |
The company has instigated internal procedures designed to provide reasonable assurance as to the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with relevant laws and regulations. The board is acutely aware of the continuous disclosure regime and there are strong informal systems in place to ensure compliance, underpinned by experience. |
|---|---|---|
| 5.2 | Provide the information indicated in Guide to Reporting on Principle 5 |
The board receives monthly reports on the status of the Company’s activities and any new or proposed activities. Disclosure is reviewed as a routine agenda item at each board meeting |
| Principle 6: Respect the rights of shareholders | ||
| 6.1 | Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings |
In line with adherence to continuous disclosure requirements of ASX all shareholders are kept informed of major developments affecting the Company. This disclosure is through regular shareholder communications including the Annual Report, Quarterly Reports, the Company website and the distributions of specific releases covering major transactions or events. |
| 6.2 | Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the audit and the preparation and content of the auditor’s report |
The Company’s auditors attend the annual general meeting. |
ASX Code: FIS
Page 17 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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Principle 7:Recognise and mange risk
| 7.1 | The board or appropriate board committee should establish policies on risk oversight and management |
While the Company does not have formalised policies on risk management the board recognises its responsibility for identifying areas of significant business risk and for ensuring that arrangements are in place for adequately managing these risks. This issue is regularly reviewed at board meetings and risk management culture is encouraged amongst employees and contractors. |
|---|---|---|
| 7.2 | The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that: 7.2.1 the statement given in accordance with best practise recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board 7.2.2 the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects |
The Company requires the chief financial officer to complete to make this statement. The company does not have a chief executive officer or equivalent. |
| 7.3 | Provide information indicated in Guide to Reporting on Principle 7 |
See 7.1 |
| Principle 8 Encourage enhanced performance | ||
| 8.1 | Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives |
The Company does not consider it appropriate to have sub- committee of the board to consider remuneration matters. Acting in its ordinary capacity, the board from time to time carries out the process of considering and determining performance issues including the identification of matters that may have a material effect on the price of the Company’s securities. Whenever relevant, any such matters are reported to the ASX. |
| Principle 9: Remunerate fairly and responsibly | ||
| 9.1 | Provide disclosure in relation to the Company’s remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance |
The Company discloses remuneration-related information in its Annual Report to shareholders in accordance with the Corporation Act 2001. 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 changed to the annual amount must be approved at a General Meeting of members of the Company. |
| 9.2 | The board should establish a remuneration committee |
See 8.1 |
| 9.3 | Clearly distinguish the structure of non- executive directors remuneration from that of executives |
See 9.1 |
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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| 9.4 | Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders |
All equity- based executive remuneration is made in accordance with plans approved by shareholders. |
|---|---|---|
| 9.5 | Provide information indicated in ASX Guide to Reporting on Principle 9 |
No schemes exist for retirement benefits for non-executive directors other than statutory superannuation. |
| Principle 10: Recognise legitimate interests of Stakeholders | ||
| 10.1 | Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders |
The Company has formulated a Code of Conduct which can be viewed on the Company’s website. |
ASX Code: FIS
Page 19 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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DIRECTORS’ REPORT
Your directors present their report on the company for the financial year ended 30 June 2008.
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 2008 was mineral exploration for uranium.
Operating Results
The loss of the company after providing for income tax amounted to $251,200.
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.
MT THIRSTY Ni-Co-Mn PROJECT (Fission 50%)
On 18[th] April 2008, Fission Energy Ltd signed a Sale and Purchase agreement to acquire 100% of the issued capital of Meteore Metals Limited (ACN 097 759 325) which is the manager of a 50:50 Joint Venture with Barra Resources Limited (ASX:BAR) on the Mt Thirsty Nickel-Cobalt-Manganese Project. Mt Thirsty is situated approximately 20km north northwest of Norseman in Western Australia (Figure 1).
Total consideration for the acquisition of Meteore Metals was A$8.0 million of which approximately A$6.1 million was paid in cash and the balance in fully paid ordinary shares in Fission. The consideration was payable in installments and subject to due diligence by Fission, raising a minimum of A$4.0 million and shareholder approval at a General Meeting of the Company.
Fission formally acquired the 100% interest in Meteore Metals Limited following a capital raising and approval given at a General Meeting convened on 1st July 2008.
URANIUM EXPLORATION
Prior to commencement of uranium exploration Fission purchased a down hole gamma logging unit and following set up and field testing had it calibrated at the PIRSA test site in Adelaide. The calibration enabled in situ equivalent uranium values (eU3O8) to be estimated from down hole gamma logging.
Wynbring Project (Fission 100% uranium rights)
The Wynbring project is located within EL 3306 on the Gawler Craton approximately 100km west northwest of Tarcoola in South Australia (Figures 4 and 5). It covers a Tertiary palaeochannel 25km to the northwest of Toro Energy Ltd’s Warrior uranium deposit and has a similar catchment area to that hosting Warrior.
The Wynbring palaeochannel was initially identified by uranium explorer PNC in the 1980’s but no further exploration took place until Fission commenced drilling in late 2007.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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Fission carried out two air core drilling campaigns at Wynbring comprising 106 holes for a total of 5,397m. The second program was designed to follow up the strongly anomalous uranium results (up to 5m @ 215ppm) intersected at the Pundinya prospect in the first reconnaissance drilling program along the interpreted location of the Wynbring palaeochannel. The follow up drilling at the Pundinya prospect in-filled around previous holes generally on a 200 by 100m grid spacing but down to 100 by 50m in several places (Figure 6). Best results were 5m @ 854ppm, including 1m at 3200ppm.
Garford Project (Fission 100% uranium rights)
The Garford, located on the Gawler Craton approx. 80km south east of Coober Pedy in South Australia (Figures 4 and 5), covers over 80km of Tertiary and older palaeochannels which have never been explored for uranium.
A 74 hole 3,450m air core drilling program was completed on very wide spaced lines over the Garford project to test interpreted Tertiary and older Mesozoic palaeochannels. Thick sequences of basal reduced fluvial sands, ideal hosts for uranium mineralisation, were intersected in most of the drill holes, however no significant radiometric anomalies were detected in the initial wide spaced reconnaissance drilling on traverses spaced more than 20km apart.
Fission is considering further infill drilling at Garford, based on this initial program and the results from chemical analysis of ground water samples collected during the recent drilling which may provide vectors towards possible mineralisation.
Frasers Uranium Project (Fission 100% uranium rights)
The Frasers Project, which adjoins Tasman Resources Parkinson Dam Project, is located approximately 75km west of Port Augusta in South Australia.
Three of the six holes drilled recently over a large area (30 km[2] ) at Frasers confirmed the presence of thin Tertiary palaeochannel sediments up to 18m thick overlying the Gawler Range Volcanics. The sediments here are totally oxidised and downhole gamma logging did not locate any significant uranium anomalism.
Western Australian Projects (Fission 100%)
Field reconnaissance was carried out over exploration licences in the Lake Barlee and Lake Noondie areas during the quarter. None of the radiometric anomalies field checked were found to be associated with calcrete and their uranium potential has been downgraded. These projects are now regarded as low priority in view of the recent Mt Thirsty acquisition.
Financial position
The net assets of the company have increased by $1,200,372 from 30 June 2007 to $6,988,378 in 2008. This increase has largely resulted from the issue of ordinary shares from the placement in June 2008
Significant Changes in State of Affairs
In the opinion of the directors, other than disclosed elsewhere in this report, there were no significant changes in the state of affairs of the company that occurred during the period of review.
After Balance Date Events
On 4 July 2008 Fission successfully acquired 100% of the issued capital of Meteore Metals Limited (“Meteore”), the manager of a 50:50 Joint Venture with Barra Resources Limited (ASX:BAR) on the Mt Thirsty Nickel-Cobalt- Manganese Project (“Mt Thirsty”). The first payment was made on 4 July of approximately A$2.9 million, with two further payments of A$1.44 million due 29 August 2008 and A$1.44 million due 15 December 2008. Total consideration for the acquisition of Meteore is $8.0 million, of which approximately A$6.1 million is payable in cash and the balance in fully paid ordinary shares.
On 18 July 2008 Fission issued 29,520,000 fully paid ordinary shares in relation to the acquisition of Meteore.
On 25 July 2008 Fission issued 18.521.250 fully paid ordinary shares at $0.16 to fund the acquisition of Meteore.
Except for the above events, 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.
ASX Code: FIS
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Information on Directors
Gregory H 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 500,000 Ordinary Shares in Fission Energy Ltd 200,000 Options Directorships held in other listed Current director of Eden Energy Limited since May 2004. entities Current director of Tasman Resources NL since 1987. Douglas H 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 350,000 Ordinary Shares in Fission Energy Ltd 125,000 Options Directorships held in other listed Current director of Eden Energy Limited since May 2004. entities Current director of Tasman Resources NL since April 2003. Guy T Le Page Non-Executive Qualifications B.A., B.Sc. (Hons).,M.B.A., FINSIA., 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 989,212 Ordinary Shares in Fission Energy Ltd Directorships held in other listed Current director of Eden Energy Limited since May 2004. entities Current director of Tasman Resources NL since February 2001.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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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 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:
-
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.
-
All executives receive a base salary (which is based on factors such as length of service and experience),
-
superannuation, fringe benefits and options.
• 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 2008.
The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities.
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.
Details of Remuneration for Year Ended 30 June 2008
The remuneration for each director and each of the executive officers of the company during the year was as follows:
Key Management Personnel Remuneration - 2008
| Key Management Person Gregory H Solomon Douglas H Solomon Guy T Le Page Raymond F Buscall Aaron P Gates |
Short-term Benefits Post- employment benefits Other long-term benefits Share-based payments Total Perfor- mance Related Salary and Fees Cash profit share Non- cash benefit Other Super- annuation Other Equity Options $ $ $ $ $ $ $ $ $ % 180,000 - - - 16,200 - - - 196,200 - 36,000 - - - 3,240 - - - 39,240 - 36,000 - - - 3,240 - - - 39,240 - (i) - - - - - - - - (i) - - - - - - - - - |
|---|---|
| 252,000 - - - 22,680 - - - 274,680 - |
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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Key Management Personnel Remuneration - 2007 Key Management Person
| Key Management | Other | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Person | Post- | long- | Perfor- | |||||||
| employment | term | Share-based | mance | |||||||
| Short-term Benefits | benefits | benefits | payments | Total | Related | |||||
| Salary | Cash | Non- | Other | Super- | Other | Equity | Options | |||
| and Fees | profit | cash | annuation | |||||||
| share | benefit | |||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | % | |
| Gregory H Solomon | 21,625 | - | - | - | 1,946 | - | - | - | 23,571 | - |
| Douglas H Solomon | 1,700 | - | - | - | 153 | - | - | - | 1,853 | - |
| Guy T Le Page | 1,700 | - | - | - | 153 | - | - | - | 1,853 | - |
| Raymond F Buscall | (i) | - | - | - | - | - | - | - | - | - |
| 25,025 | - | - | - | 2,252 | - | - | - | 27,277 | - |
i - These management personnel are remunerated by Princebrook Pty Ltd under the Princebrook Management Services Contract.
Options Issued as part of Remuneration for the Year Ended 30 June 2008
There were no options issued as remuneration to key management personnel during the year.
Directors Meetings
During the financial year, 7 meetings of directors were held. Attendances by each director were as follows:
| Directors’ Meetings | Directors’ Meetings | |
|---|---|---|
| Number eligible | Number | |
| to attend | attended | |
| Gregory H Solomon | 7 | 7 |
| Douglas H Solomon | 7 | 7 |
| Guy T Le Page | 7 | 7 |
Indemnifying Officers or Auditor
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 in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The total premium payable is approximately $20,000.
Options
At the date of this report, the unissued ordinary shares of Fission Energy Ltd under option are as follows:
| Grant Date Date of Expiry Exercise Price 23 February 2007 28 February 2011 $0.20 18 June 2007 18 June 2010 $0.20 18 June 2007 31 March 2011 $0.20 |
Number under Option 25,999,992 1,000,000 1,500,000 |
|---|---|
| 28,499,992 |
During the year ended 30 June 2008, no ordinary shares of Fission Energy Ltd were issued on the exercise of options granted under the Fission Energy Ltd Employee Option Plan. No shares have been issued since that date.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of any other body corporate.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Non-audit Services
The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:
• all non-audit services are reviewed and approved prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
• the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2008:
| accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Pr Standards Board. The following fees for non-audit services were paid/payable to the external auditors during the year |
ofessional and Ethical ended 30 June 2008: |
|---|---|
| Other | $ 7,369 |
| 7,369 |
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2008 has been received and can be found on page 26.
Signed in accordance with a resolution of the Board of Directors.
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Gregory H Solomon Chairman
Dated this 30[th ] day of September 2008
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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Grant Thornton (WA) Partnership ABN: 17 735 344 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF FISSION ENERGY LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Fission Energy Limited for the year ended 30 June 2008, I declare that, to the best of my knowledge and belief, there have been:
-
a No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b No contraventions of any applicable code of professional conduct in relation to the audit.
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GRANT THORNTON (WA) Partnership Chartered Accountants
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MJ Hillgrove Partner Perth, 30 September 2008
Liability limited by a scheme approved under Professional Standards Legislation.
Grant Thornton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton. Grant Thornton is a trademark owned by Grant Thornton International and used under licence by independent firms and entities throughout the world.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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INCOME STATEMENT FOR YEAR ENDED 30 JUNE 2008
| Note Revenue 2 Depreciation and amortisation Employee benefits expense Impairment of exploration expenditure Administration expenses Profit before income tax Income tax expense 4 Loss from continuing operations Loss attributable to members Basic earnings per share ($ per share) 7 |
2008 $ 2007 $ 435,805 4,243 (9,415) (131) (366,570) (7,615) (21,186) - (303,405) (47,339) |
|---|---|
| (251,200) (64,413) - - |
|
| (251,200) (64,413) |
|
| (251,200) (64,413) |
|
| (0.0044) (0.0061) |
The accompanying notes form part of these financial statements.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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BALANCE SHEET AS AT 30 JUNE 2008
| Note ASSETS CURRENT ASSETS Cash and cash equivalents 8 Trade and other receivables 9 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment 10 Exploration and evaluation 11 Trade and other receivables 12 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 13 Non-interest bearing liabilities 14 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 15 Reserves Accumulated losses TOTAL EQUITY |
2008 $ 2007 $ 7,529,023 5,773,797 35,245 42,530 |
|---|---|
| 7,564,268 5,816,327 |
|
| 55,290 3,369 553,467 78,580 508,219 - |
|
| 1,116,976 81,949 |
|
| 8,681,244 5,898,276 |
|
| 142,186 110,270 1,522,840 - |
|
| 1,665,026 110,270 |
|
| 1,665,026 110,270 |
|
| 7,016,218 5,788,006 |
|
| 7,048,046 5,853,634 285,000 - (316,828) (65,628) |
|
| 7,016,218 5,788,006 |
The accompanying notes form part of these financial statements.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2008
| Balance at 1 July 2006 Shares issued during the year Transaction costs Loss attributable to members Balance at 30 June 2007 Shares issued during the year Options Issues Transaction costs Loss attributable to members Balance at 30 June 2008 |
Ordinary Share Capital Reserves Retained Earnings Total $ $ $ $ 1 - (1,215) (1,214) 6,200,250 - - 6,200,250 (346,617) - - (346,617) - - (64,413) (64,413) |
|---|---|
| 5,853,634 - (65,628) 5,788,006 |
|
| 1,280,000 - - 1,280,000 - 285,000 - 285,000 (85,588) - - (85,588) - - (251,200) (251,200) |
|
| 7,048,046 285,000 (316,828) 7,016,218 |
The accompanying notes form part of these financial statements.
ASX Code: FIS
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CASH FLOW STATEMENT FOR YEAR ENDED 30 JUNE 2008
| Note | 2008 | 2007 | |
|---|---|---|---|
| $ | $ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Payments to suppliers and employees | (638,390) | (41,922) | |
| Interest received | 435,805 | 4,244 | |
| Net cash provided by (used in) operating activities | 18 | (202,585) | (37,678) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Exploration expenditure | (474,887) | (63,374) | |
| Purchase of property, plant and equipment | (61,336) | (3,500) | |
| Deposits Paid | (480,379) | - | |
| Loans from associated entities | - | (22,152) | |
| Net cash provided by (used in) investing activities | (1,016,602) | (89,026) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issue of shares | 1,166,573 | 5,900,500 | |
| Proceeds from issue of options | 285,000 | - | |
| Share Application Monies | 1,522,840 | - | |
| Net cash provided by (used in) financing activities | 2,974,413 | 5,900,500 | |
| Net increase in cash held | 1,755,226 | 5,773,796 | |
| Cash at beginning of financial year | 8 | 5,773,797 | 1 |
| Cash at end of financial year | 8 | 7,529,023 | 5,773,797 |
The accompanying notes form part of these financial statements.
ASX Code: FIS
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Fission Energy Ltd Annual Report for Year Ending June 2008
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
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 non-assessable 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.
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.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
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 15.00–50.00%
Assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each reporting 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.
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.
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.
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.
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. Cash and cash equivalents
Cash comprises current deposits with banks.
g. Revenue
All revenue is stated net of the amount of goods and services tax (GST).
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
-
h. 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.
- i. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
j. New accounting standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as those which may impact the Company in the period of initial application. They are available for early adoption at 30 June 2008, but have not been applied in preparing this financial report.
-
Revised AASB 101: Presentation of Financial Statements introduces as a financial statement the
-
‘statement of comprehensive income’. The revised standard does not change the recognition, measurement or disclosure of transactions or events that are required by other accounting standards. The revised AASB 101 will become mandatory for the Company’s 30 June 2010 financial statements. The company has not yet determined the potential effect of the revised standard on the Company’s disclosures.
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 30 September 2008 by the board of directors.
NOTE 2: REVENUE
| NOTE 2: REVENUE | |
|---|---|
| Operating activities — interest received Total Revenue NOTE 3: LOSS FOR THE YEAR a. Significant Expenses The following significant expense items are relevant in explaining the financial performance: — auditors remuneration 6 — depreciation expense — directors fees — management fees |
2008 $ 2007 $ 435,805 4,243 |
| 435,805 4,243 |
|
| 16,914 18,000 9,415 131 252,000 11,900 164,523 13,125 |
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
| NOTE 4: INCOME TAX EXPENSE 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% (2007: 30%) Add: Tax effect of: — Deferred tax assets not brought to account Income tax attributable to entity The applicable weighted average effective tax rates are as follows: b. Unrecognised Deferred Tax Balances: Unrecognised deferred tax asset losses Unrecognised deferred tax assets other Unrecognised deferred tax liabilities Net Unrecognised deferred tax assets |
2008 $ 2007 $ (75,360) (19,324) |
|---|---|
| (75,360) (19,324) 75,360 19,324 |
|
| - - |
|
| Nil% Nil% 267,275 43,085 74,457 104,162 (140,423) (16,987) |
|
| 201,309 130,260 |
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 H Solomon | Executive Director | |
| Douglas H Solomon | Non-Executive Director | |
| Guy T Le Page | Non-Executive Director | |
| Raymond F Buscall | Company Secretary | |
| Aaron P Gates | CFO (Appointed May 2008) |
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
| Gregory H Solomon Douglas H Solomon Guy T Le Page Raymond F Buscall Aaron P Gates Total |
Balance 1.7.2007 Granted as Compen- sation Options Exercised Net Change Other* Balance 30.6.2008 Total Vested 30.6.2008 Total Exer- cisable 30.6.2008 Total Unexer- cisable 30.6.2008 - - - 200,000 200,000 200,000 200,000 - - - - 125,000 125,000 125,000 125,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 325,000 325,000 325,000 325,000 - |
|---|---|
- Net Change Other refers to options and shares purchased or sold during the financial year including the initial public offering.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION (CONTINUED)
c. Shareholdings
Number of Shares held by Key Management Personnel
| Gregory H Solomon Douglas H Solomon Guy T Le Page Raymond F Buscall Aaron P Gates Total |
Balance 1.7.2007 Received as Compen- sation Options Exercised Net Change Other* Balance 30.6.2008 400,000 - - 100,000 500,000 250,000 - - 100,000 350,000 - - - 989,212 989,212 - - - - - - - - - - |
|---|---|
| 650,000 - - 1,189,212 1,839,212 |
- Net Change Other refers to options and shares purchased or sold during the financial year including the initial public offering.
NOTE 6: AUDITORS’ REMUNERATION
| NOTE 6: AUDITORS’ REMUNERATION | |
|---|---|
| Remuneration of the auditor for: — auditing or reviewing the financial report — Investigating accountants report — other NOTE 7: EARNINGS PER SHARE a. Reconciliation of earnings to profit or loss Profit/(loss) Earnings used to calculate basic EPS b. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS The effect of share options on issue are not potentially dilutive shares. NOTE 8: CASH AND CASH EQUIVALENTS Cash at bank Cash in hand Short-term bank deposits 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 |
2008 $ 2007 $ 9,545 7,000 - 5,000 7,369 6,000 (251,200) (64,413) |
| (251,200) (64,413) 57,284,931 10,605,480 |
|
| 1,547,465 116,588 1 1 5,981,557 5,657,208 |
|
| 7,529,023 5,773,797 |
|
| 7,529,023 5,773,797 |
|
| 7,529,023 5,773,797 |
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 NOTE 9: TRADE AND OTHER RECEIVABLES
| NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 NOTE 9: TRADE AND OTHER RECEIVABLES |
|
|---|---|
| GST refunds Other receivables NOTE 10: PROPERTY, PLANT AND EQUIPMENT PLANT AND EQUIPMENT Plant and equipment: At cost Accumulated depreciation Total Plant and Equipment |
2008 $ 2007 $ 35,245 31,735 - 10,795 |
| 35,245 42,530 |
|
| 64,836 3,500 (9,546) (131) |
|
| 55,290 3,369 |
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
| Movement in the carrying amounts for each class of property, plant and equipment and the end of the current financial year |
etween the beginning |
|---|---|
| Balance at 1 July 2007 Additions Depreciation expense Balance at 30 June 2008 |
Plant and Equipment Total $ $ 3,369 3,369 61,336 61,336 (9,415) (9,415) |
| 55,290 55,290 |
NOTE 11: EXPLORATION AND EVALUATION
| NOTE 11: EXPLORATION AND EVALUATION | |
|---|---|
| NON-CURRENT Balance at the beginning of the financial year Expenditure incurred during the year Impairment losses Balance at the end on the financial year |
2008 $ 2007 $ 75,580 - 485,502 78,580 (7,615) - |
| 553,467 78,580 |
Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and sale of uranium ore.
Capitalised costs amounting to $474,887 (2007: 67,374) have been included in cash flows from investing activities in the cash flow statement.
NOTE 12: OTHER ASSETS
| NOTE 12: OTHER ASSETS | |
|---|---|
| NON-CURRENT Deposits Paid Total |
508,219 - |
| 508,219 - |
Deposit paid for the acquisition of 100% of the ordinary fully paid shares of Meteore Metals Ltd, which has a 50% interest in the MT Thirsty joint venture.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 NOTE 13: TRADE AND OTHER PAYABLES
| NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 NOTE 13: TRADE AND OTHER PAYABLES |
|
|---|---|
| Trade payables Sundry payables and accrued expenses Amounts payable to associated companies NOTE 14: NON-INTEREST BEARING LIABILITIES CURRENT Share Application Monies NOTE 15: ISSUED CAPITAL 65,000,008 (2007: 57,000,000) ordinary shares a. Ordinary shares At the beginning of reporting period Options exercised during the year Shares issued prior year Shares issued during the year — 17 June 2008 At reporting date |
2008 2007 $ $ 53,014 25,661 55,746 83,975 33,426 634 |
| 142,186 110,270 |
|
| 1,522,840 - |
|
| 1,522,840 - |
|
| 7,048,046 5,853,634 |
|
| 7,048,046 5,853,634 |
|
| 57,000,000 1 8 - - 56,999,999 8,000,000 |
|
| 65,000,008 57,000,000 |
On 17 June 2008 the company issued 8,000,000 ordinary shares at $0.16 each to raise working capital. On 18 July 2008 Fission issued 29,520,000 fully paid ordinary shares in relation to the acquisition of Meteore. On 25 July 2008 Fission issued 18.521.250 fully paid ordinary shares at $0.16 to fund the acquisition of Meteore.
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. The Company has no authorised share capital and no par value.
b. Options
Options |
|
|---|---|
| At the beginning of reporting period Options issued prior year Options issued during the year — 6 September 2007 At reporting date |
15,000,000 - - 15,000,000 28,500,000 - |
| 43,5000,000 15,000,000 |
On 6 September 2007, 28,500,000 options were issued pursuant to a non-renounceable entitlement issue at $0.01
c. Capital Management
Management controls the working capital of the Company in order to maximise the return to shareholders and ensure that the Company can fund its operations and continue as a going concern. Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in responses to changes in these risks and in the market. These responses include the management of expenditure and debt levels, distributions to shareholders and share and option issues.
There have been no changes in the strategy adopted by management to control the capital of the Company since the prior year.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 16: CAPITAL AND LEASING COMMITMENTS
a. Capital Expenditure Commitments
Payable:
| S TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 16: CAPITAL AND LEASING COMMITMENTS Capital Expenditure Commitments Payable: |
|
|---|---|
| — not later than 12 months — between 12 months and 5 years — greater than 5 years |
60,500 10,064 - - - - |
| 60,500 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.
b. Exploration Expenditure Commitments
Pursuant to the agreement made between the Company and Tasman Resources NL (“Tasman”) dated 2 April 2007, the Company was assigned all the rights to all uranium mineralisation which may be discovered in a number of tenements held by Tasman. The Company has no exploration commitments for these tenements however is committed to contribute towards fees, rents, rates and other monies payable under the Mining Act 1978 (SA) by Tasman resources NL. It is anticipated that expenditure commitments for the next twelve months will be reimbursement of tenement rentals of $15,000 (2007: $15,000).
NOTE 17: CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are not aware of any contingent assets or contingent liabilities as at 30 June 2008.
NOTE 18: CASH FLOW INFORMATION
| NOTE 18: CASH FLOW INFORMATION | |
|---|---|
| a. Reconciliation of Cash Flow from Operations with Profit after Income Tax Loss after income tax Non-cash flows in profit Depreciation Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in trade and term receivables Increase/(decrease) in trade payables and accruals Cash flow from operations |
2008 2007 $ $ (251,200) (64,413) 9,415 131 7,285 (31,735) 31,917 58,338 |
| (202,583) (37,679) |
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 19: SHARE-BASED PAYMENTS
The following share-based payment arrangements existed at 30 June 2008:
On 18 June 2007, 1,500,000 share options were granted to consultants 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.
| Outstanding at the beginning of the year Granted Exercised Expired Outstanding at year-end Exercisable at year-end |
2008 2007 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ 1,500,000 0.20 - - - - 1,500,000 0.20 - - - - - - - - |
|---|---|
| 1,500,000 0.20 1,500,000 0.20 |
|
| 1,050,000 0.20 600,000 0.20 |
There were no options exercised during the year ended 2008.
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 20: EVENTS AFTER THE BALANCE SHEET DATE
On the 4[th] of July 2008 Fission successfully acquired 100% of the issued capital of Meteore Metals Limited (“Meteore”), the manager of a 50:50 Joint Venture with Barra Resources Limited (ASX:BAR) on the Mt Thirsty Nickel-CobaltManganese Project (“Mt Thirsty”). The first payment was made on the 4[th] of July of approximately A$2.9 million, with two further payments of A$1.44 million due 29[th] August 2008 and A$1.44 million due 15[th] December 2008. Total consideration for the acquisition of Meteore is $8.0 million, of which approximately A$6.1 million is payable in cash and the balance in fully paid ordinary shares. The financial effect of this transaction has not been brought to account in the 2008 financial report.
| Cash consideration Equity issued as consideration Total purchase consideration Fair value of assets acquired Assets and liabilities held at acquisition date: Receivables Joint Venture interest Creditors Net assets acquired |
2008 2007 $ $ 6,096,000 - 4,723,200 - 10,819,200 - 10,819,200 - 1,424 - 11,228,725 - (410,949) - 10,819,200 - |
|---|---|
On 18 July 2008 Fission issued 29,520,000 fully paid ordinary shares in relation to the acquisition of Meteore. On 25 July 2008 Fission issued 18,521,250 fully paid ordinary shares at $0.16 to fund the acquisition of Meteore (a portion of the application monies in relation to this issue had been received at 30 June 2008 and were recorded noninterest bearing liabilities).
NOTE 21: SEGMENT REPORTING
The company operates predominately in one geographical segment and one business segment, being uranium exploration and development in Western Australia and South Australia.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 22: RELATED PARTY TRANSACTIONS
| 2008 | 2007 | ||
|---|---|---|---|
| $ | $ | ||
| 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. | 164,523 | 13,125 | |
| Legal and professional fees paid to Solomon Brothers, a firm of which Mr GH | |||
| Solomon and Mr DH Solomon are partners. | 44,674 | 39,950 | |
| b. | Associated Companies | ||
| Reimbursement to Tasman Resources NL (which has a 26% fully diluted interest in | |||
| the Company) for employee costs on a hourly basis, in relation to Tasman staff | |||
| utilised by the Company | 92,718 | - |
NOTE 23: FINANCIAL INSTRUMENTS
-
a. Financial Risk Exposures and Management
-
The main risks the company is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk.
-
i. Interest Rate Risk
- Interest rate risk is managed by investing cash with major institutions in both cash on deposit and term deposit accounts. At 30 June 2008, the effect on the loss and equity as a result of a 2% increase in the interest rate, with all other variables remaining constant would be a decrease in loss by $120,000 (2007:$1,000) and an increase in equity by $120,000 (2007:$1,000). The effect on the loss and equity as a result of a 2% decrease in the interest rate, with all other variables remaining constant would be a increase in loss by $120,000 (2007:$1,000) and an decrease in equity by $120,000 (2007:$1,000).
-
ii. Liquidity Risk
- The company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funding is maintained. The company’s operations require it to raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement assets. If the company does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed exploration expenditure until funding is available and/or entering into joint venture arrangements where exploration is funded by the joint venture partner.
-
iii. Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the company. The company has adopted a policy of only dealing with credit worthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.
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. Net Fair Values
The aggregate net fair values of the Financial assets and financial liabilities, at the balance date, are approximated by their carrying value.
ASX Code: FIS
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008
NOTE 23: FINANCIAL INSTRUMENTS (CONTINUED)
ii. Interest Rate Risk
The company’s exposure to interest rate risk and effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Weighted | Average | |||||||
|---|---|---|---|---|---|---|---|---|
| Effective | Interest | Floating Interest Rate | Non Interest | Bearing | Total | |||
| Rate | ||||||||
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | $ | $ | |||
| Financial Assets: | ||||||||
| Cash and cash equivalents | 7.07% | 6.30% | 7,529,023 | 5,773,797 | - | - | 7,529,023 | 5,773,797 |
| Trade and other receivables | - | - | - | - | 35,245 | 42,530 | 35,245 | 42,530 |
| Total Financial Assets | 7.07% | 6.30% | 7,529,023 | 5,773,797 | 35,245 | 42,530 | 7,564,268 | 5,816,327 |
| Financial Liabilities: | ||||||||
| Trade and sundry payables | - | - | - | - | 142,186 | 110,270 | 142,186 | 110,270 |
| Non interest bearing liabilities | - | - | - | - | 1,522,840 | - | 1,522,840 | - |
| Total Financial Liabilities | - | - | - | - | 1,665,026 | 110,270 | 1,665,026 | 110,270 |
NOTE 24: 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 place of business is:
Fission Energy Limited Level 40, Exchange Plaza 2 The Esplanade Perth Western Australia 6000
ASX Code: FIS
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DIRECTORS’ DECLARATION
The directors of the company declare that:
-
the financial statements and notes, as set out on pages 27 to 41, are in accordance with the Corporations Act 2001 and:
-
a. comply with Accounting Standards and the Corporations Regulations 2001; and
-
b. give a true and fair view of the financial position as at 30 June 2008 and of the performance for the year ended on that date of the company and company;
-
the Directors have declared that:
-
a. the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
b. the financial statements and notes for the financial year comply with the Accounting Standards; and
-
c. the financial statements and notes for the financial year give a true and fair view;
-
in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
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Gregory H Solomon Chairman
Dated this 30[th] day of September 2008
ASX Code: FIS
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Grant Thornton (WA) Partnership ABN: 17 735 344 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872
T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au
INDEPENDENT AUDITOR’S REPORT
To the members of Fission Energy Limited
Report on the Financial Report
We have audited the accompanying financial report of Fission Energy Limited, which comprises the balance sheet as at 30 June 2008, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration.
Directors’ Responsibility for the Financial 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. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
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.
Liability limited by a scheme approved under Professional Standards Legislation.
Grant Thornton (WA) Partnership is an independent business entitled to trade under the international name Grant Thornton. Grant Thornton is a trademark owned by Grant Thornton International and used under licence by independent firms and entities throughout the world.
ASX Code: FIS
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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial 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 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Independence
In conducting our audit, we complied with applicable independence requirements of the Corporations Act 2001.
Electronic presentation of audited financial report
This auditor’s report relates to the financial report of Fission Energy Limited for the year ended 30 June 2008 included on Fission Energy Limited’s web site. The Company’s directors are responsible for the integrity of the Fission Energy Limited’s web site. We have not been engaged to report on the integrity of the Fission Energy Limited’s web site. The auditor’s report refers only to the statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.
Auditor’s Opinion
In our opinion:
-
(a) 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 financial position as at 30 June 2008 and of its performance for the year ended on that date; and
-
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
ASX Code: FIS
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Report on the Remuneration Report
We have audited the Remuneration Report included in pages 24 to 25 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of Fission Energy Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.
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GRANT THORNTON (WA) Partnership
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MJ Hillgrove
Partner Perth, 30 September 2008
ASX Code: FIS
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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.
-
Shareholding
-
a. Distribution of Shareholders
| g q y only. eholding |
g p p |
|---|---|
| Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over |
Number Shareholders 7 76 215 418 93 |
| 809 |
-
b. The number of shareholdings held in less than marketable parcels is 45.
-
c. The names of the substantial shareholders listed in the holding company’s register as at 31 August 2008 are:
| Number | |
|---|---|
| Shareholder | Ordinary shares |
| Tasman Resources NL | 25,000,000 |
| J Richardson | 22,013,575 |
| G T Le Page | 20,509,212 |
- 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 31 August 2008 there were 35,420,000 shares under escrow, of which 29,900,000 are released on 14 June 2009 and 9,520,000 on 4 July 2009.
At 31 August 2008 there were 13,500,000 options placed in escrow to be released on 14 June 2009.
ASX Code: FIS
Page 46 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
20 Largest Shareholders — Ordinary Shares
| IONAL INFORMATION FOR LISTED PUBLIC COMPANIES 20 Largest Shareholders — Ordinary Shares |
|
|---|---|
| Name 1. RBC Dexia Investor Services Australia Nominees Pty Ltd 2. Tasman Resources NL 3. Standard Nickel Pty Ltd 4. Hiwan Pty Ltd 5. Intag Pty Ltd 6. AMI Global Holdings Inc 7. Bek Enterprises (Qld) Pty Ltd 8. Passio Pty Ltd 9. Taycol Nominees Pty Ltd 10. Mousetrap Nominees Pty Ltd 11. Joshua Abood 12. Bantry Holdings Pty Ltd 13. Zanoube Pty Ltd 14. YYSC Superannuation Pty Ltd 15. Pearbrook Holdings Pty Ltd 16. Foresight Pty Ltd 17. SA Capital Funds Management Ltd 18. Mr Bradley Ian McGougan and Mrs Karen Jane McGougan 19. Merrywest Investments Pty Ltd 20. K & V Lamb Pty Ltd |
Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 30,216,688 26.733% 25,000,000 22.118% 9,520,000 8.423% 4,687,500 4.147% 1,562,500 1.382% 1,000,000 0.885% 937,500 0.829% 850,000 0.752% 825,000 0.730% 670,000 0.593% 625,000 0.553% 625,000 0.553% 625,000 0.553% 625,000 0.553% 600,000 0.531% 550,000 0.487% 500,000 0.442% 465,520 0.412% 437,500 0.387% 425,000 0.376% |
| 80,747,208 71.439% |
ASX Code: FIS
Page 47 of 48
Fission Energy Ltd Annual Report for Year Ending June 2008
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TENEMENT SCHEDULE
Table 1 lists details on the tenements held by Tasman Resources NL of which Fission Energy Ltd has the rights to all the uranium mineralisation which may be discovered. The total area covered by the 16 tenements is 3,586km[2] . Table 1:
| State | Licence Type |
Number | Area km 2 |
Locality | Location |
|---|---|---|---|---|---|
| SA | EL | 4168 | 75 | Wartaka | Approximately 50 km west of Port Augusta |
| SA | EL | 3123 | 444 | Stuart Creek | Approximately80 km west of Marree |
| SA | EL | 3306 | 436 | Warrior | Approx 90km 90 NW Tarcoola |
| SA | EL | 3307 | 194 | Iron Knob | Approximately50 km WSW of Port Augusta |
| SA | EL | 3339 | 62 | McDouall Peak | Approximately100 km SSE of Coober Pedy |
| SA | EL | 3340 | 173 | Gina Outstation | Approximately100 km south of Coober Pedy |
| SA | EL | 3341 | 339 | Muckanippie | Approximately90 km northwest of Tarcoola |
| SA | EL | 3342 | 184 | Garford | Approximately120 km southwest of Coober Pedy |
| SA | EL | 3343 | 430 | Sandstone | Approximately90 km southwest of Coober Pedy |
| SA | EL | 3344 | 262 | Commonwealth Hill | Approximately70 km north of Tarcoola |
| SA | EL | 3345 | 131 | MulgathingHill | Approximately80 km northwest of Tarcoola |
| SA | EL | 3423 | 161 | Wildingi Claypan | Approximately95 km southwest of Coober Pedy |
| SA | EL | 3453 | 165 | Reid Lookout | Approximately70 km west of Port Augusta |
| SA | EL | 3532 | 322 | GalaxyTank | Approximately85 km southwest of Coober Pedy |
| SA | EL | 3712 | 168 | SandyTank | Approximately85 km southwest of Coober Pedy |
| SA | EL | 3739 | 40 | Old Wartaka | Approximately70 km west of Port Augusta |
Table 1 lists details on the tenements held by Tasman Resources NL of which Fission Energy Ltd has the rights to the uranium mineralisation except for basement-hosted uranium which may be discovered. The total area covered by the 10 tenements is 4,184km[2] .
Table 2:
| State | Licence Type |
Number | Area km 2 |
Locality | Location |
|---|---|---|---|---|---|
| SA | EL | 3109 | 244 | White Cliff | Approximately70 km NNW of Andamooka |
| SA | EL | 3140 | 440 | Porter Hill | Approximately50 km north of Andamooka |
| SA | EL | 3174 | 230 | Fergusson Hill | Approximately120km northwest of Andamooka |
| SA | EL | 3175 | 12 | Andamooka | ImmediatelyENE of Andamooka |
| SA | EL | 3177 | 402 | Todds Dam | Approximately45km west of Andamooka |
| SA | EL | 3209 | 1,302 | Andamooka North | Approximately140 km northwest of Leigh Creek |
| SA | EL | 3261 | 160 | Harcus Hill | Approximately90 km NNW of Woomera |
| SA | EL | 3449 | 47 | Gambier Hill | Approximately90 km northwest of Woomera |
| SA | EL | 3634 | 473 | Parakylia | Parakylia |
| SA | EL | 3901 | 874 | HedleyHill | Approximately50 km northeast of Andamooka |
Table 3 lists details on the Mt Thirsty Cobalt-Nickel-Manganese Project tenements in which Fission acquired a 50% interest when it purchased Meteore Metals Limited on 7 July 2008. The total area covered by the 11 tenements is 49km[2] .
Table 3:
| State | Licence Type |
Number | Area km 2 |
Locality | Location |
|---|---|---|---|---|---|
| WA | EL | 63/1113 | 25 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | MLA | 63/527 | 6 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1453 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1490 | 2 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1491 | 2 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1492 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1493 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1494 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1495 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1496 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1497 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1498 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1499 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1500 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1501 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
| WA | PL | 63/1502 | 1 | Mt Thirsty | Approximately20km northwest of Norseman |
ASX Code: FIS
Page 48 of 48
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