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CORE ENERGY MINERALS LTD Audit Report / Information 2006

Jan 14, 2007

64702_rns_2007-01-14_75c4e33b-2abe-4ec8-8d0d-13f5d355b319.pdf

Audit Report / Information

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Global Approach Limited

Independent Expert's Report

22 December 2006

Financial Services Guide

Anthony W Thomas ("AWT") is a Partner in Robertsons Chartered Accountants and carries on business at Level 4, 127 Creek Street, Brisbane, Old, 4000. AWT holds Australian Financial Services Licence No 268504 authorising him to provide financial product advice on securities.

The Corporations Act requires AWT to provide this Financial Services Guide ("FSG") in connection with provision of an independent expert's report ("Report"), which is included in a document ("Disclosure Document") provided to members by the company or other entity ("Entity") for which the Report is prepared.

AWT does not accept instructions from retail clients. AWT does not provide any personal retail financial product advice to retail investors nor does he provide market-related advice to retail investors.

When providing Reports, AWT's client is the Entity to which the Report is provided. AWT receives remuneration from the Entity. In respect of the Report for Global Approach Limited, AWT will receive a fixed fee of \$5,000 for the preparation of the Report (as stated in Appendix 2 of the Report).

No related body corporate of AWT, or any of the fellow directors or employees of AWT or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report.

AWT is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Practice Note 42 issued by the Australian Securities Commission (the predecessor to the Australian Securities & Investments Commission) on 8 December 1993. The following information in relation to independence is stated in Appendix 2 of the Report:

"Robertsons and AWT have previously provided services to GLO including provision of an independent expert's report on the acquisition of Tusk. AWT, Robertsons and its associates have not had any shareholding or other relationships with GLO that would reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993."

As the holder of an Australian Financial Services Licence, AWT has a complaints handling procedure and is a member of the Financial Industry Complaints Service Limited, No F4153.

AWT is only responsible for the Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to him or Robertsons. AWT will not respond in any way that might involve any provision of financial product advice to any retail investor.

22 December 2006

The Directors Global Approach Limited Level 13, 340 Adelaide Street BRISBANE OLD 4000

Dear Sirs

INDEPENDENT EXPERT'S REPORT FOR GLOBAL APPROACH LIMITED

1. Introduction

With effect from 30 June 2006 Global Approach Limited (GLO) agreed to acquire all of the issued share capital in Tusk Investments Corporation (Tusk Group) in consideration for GLO issuing to shareholders in Tusk Group 155 million ordinary fully paid shares in GLO.

This acquisition resulted in a very significant increase in the portfolio of online casinos and poker rooms.

GLO shareholders had approved the acquisition of Tusk Group in a general meeting on 27 June 2006.

On the 30 September 2006 the US Congress passed The Safe Port Act, which included the Unlawful Internet Gambling Enforcement Act. The Act prohibits persons in the business of internet betting and wagering from taking from players any financial proceeds of credit and transmission of funds from any financial institution that is prescribed by regulation. This is directly aimed at cutting off the money supply from players at Casinos and Poker rooms such as those operated by GLO.

The passing of this Act has had a significant affect on the GLO business as the US represented some 80% of casino revenue and 20% of poker revenue. The passing of the legislation has clearly had a material adverse effect on the future prospects of GLO gaming assets.

$1.1$ Proposed Transaction

The full text of the resolution to be put to a meeting of GLO shareholders is set out in the attached Notice of Meeting.

In simple terms it is proposed to transfer back to the Tusk Group investors the assets acquired from them in exchange for the 155 million GLO shares issued to them. This will be achieved by a selective buy-back and cancellation of shares.

2. Scope

GLO has sought an independent expert to express an opinion as to whether or not the Proposed Transaction is fair and reasonable to the non-associated shareholders of GLO.

This report is to be included with the Notice of Meeting and in the Explanatory Memorandum to be sent to GLO's shareholders and has been prepared for the exclusive purpose of assisting GLO's shareholders in their consideration of the Proposed Transaction.

3. Conclusion

On balance, having regard to the matters set out in the full text of this report, we consider the advantages to the shareholders of GLO as a whole by approving the proposed transaction will outweigh disadvantages if any which might occur and that the terms of the proposed transaction is equitable as between GLO's shareholders. Accordingly, we consider that the proposed transaction is fair and reasonable to the shareholders of GLO as a whole and between the shareholders.

Yours faithfully

Ger Thomas

A W Thomas Partner

Global Approach Independent Expert's Report December 2006

TABLE OF CONTENTS

1. THE PROPOSED TRANSACTION

1.1. Background

2. SCOPE OF THE REPORT

  • 2.1. Requirement for this Report
  • 2.2. Basis of Evaluation
  • 2.3. Limitations and Reliance on Information

3. GLO

  • 3.1. History & Activities Prior to 2006
  • 3.2. Capital Structure
  • 3.3. Share Price History
  • 3.4. Financial Performance
  • 3.5. Financial Position

4. EVALUATION

  • 4.1. Introduction
  • 4.2. Equity Value
  • 4.3. Net Assets
  • 4.4. Market Perception
  • 4.5. Dilution
  • 4.6. Potential Acquirors
  • 4.7. Conclusion

Appendices

    1. Sources of Information
    1. Qualification, Declarations and Consents
    1. Pro forma Balance Sheets

1 THE PROPOSED TRANSACTION THE RESIDENT RANGE IN THE PROPOSED TRANSACTION

$1.1$ Background

On 27 November 2006 GLO announced that it proposed to transfer back to the Tusk Group investors the assets acquired from them in exchange for the 155 million GLO shares issued to them. This will be achieved by a selective buy-back and cancellation of shares.

SCOPE OF THE REPORT AND RESIDENCE IN A SCOPE OF THE REPORT Q.

$2.1$ Requirement for this Report

Section 256B of the Corporations Law states:

"A company may reduce its share capital in a way that is not otherwise authorised by law if the reduction:

  • (a) is fair and reasonable to the company's shareholders as a whole; and
  • (b) does not materially prejudice the company's ability to pay its creditors; and
  • (c) is approved by shareholders under Section256C".

Whilst there is not statutory obligation for GLO to obtain an Independent Expert's Report in relation to the proposed transaction, the Directors wished to provide shareholders with an Independent Expert's Report, and retained an independent expert to assess whether the proposed transaction is fair and reasonable to the shareholders of GLO as a whole.

"Fair and Reasonable"

"Fair and reasonable" is not defined in the Corporations Law although commonly accepted meanings have evolved in practice, depending upon the particular requirement for the expert's report. In our opinion the most appropriate usage of "fair and reasonable" for the purpose of this report, and the most appropriate basis on which to evaluate the proposed transaction, is to assess the overall impact on GLO and its shareholders as a whole and to judge whether the expected benefits to all shareholders outweigh any disadvantages that might result.

Section 256B of the Corporations Law was inserted as part of the Company Law Review Act 1998, which commenced on 1 July 1998. Prior to this, Section 195 of the Corporations Law dealt with the reduction of share capital.

The Australian Securities and investments Commission ("ASIC"), on 20 January 1993, issued guidance in Practice Note 29 in respect of the matters to be dealt with in the analysis of selective capital reductions, specifically in relation to Section 195 of the Corporations Law. Practice Note 29 suggested that an independent expert's report should usually accompany the explanatory memorandum to proposed capital reductions.

Specifically, Practice Note 29 states:

"The (independent expert's) report should state whether, in the opinion of the expert, the proposal is fair and reasonable to the expropriated and to the continuing shareholders, in that it strikes a fair balance between the interests of the persons whose shares are to be cancelled and those who will remain in the company."

Furthermore, it states that:

"The independent expert should (making appropriate adjustments) prepare the report as if it were a report for shareholders voting on a resolution under Section 623 of the $Law.$ "

Given ASIC Practice Note 29, we note that our view on "fair and reasonable", as discussed above, has some similarities with evaluations relating to Section 623 of the Corporations Law required by ASIC Policy Statement 74, but we recognise that our role is to provide an opinion with respect to all the shareholders of GLO as a whole rather than just, as ASIC Policy Statement 74 requires, the "non-associated" shareholders.

The ASIC has issued guidance in Policy Statement 74 in respect of the matters to be dealt with in an analysis of whether a proposal subject to Section 623 approval is fair and reasonable. The ASIC has also issued guidance in respect of the matters to be dealt with in similar reports required under the Corporations Law (ASIC Policy Statement 75 and Practice Note 43). We have therefore established criteria to assess the fairness and reasonableness of the proposed transactions consistent with our interpretation of the application of the principles in the ASIC Policy Statements and Practice Notes, with particular reference to Section 623 resolution, but with respect to providing an equitable view to all, rather than non-associated shareholders.

Specifically, ASIC Policy Statement 74 states that:

"In the context of a Section 623 proposal, what is fair and reasonable for nonassociated shareholders should be judged in all the circumstances of the proposal. The report must compare the likely advantages and disadvantages for the non-associated shareholders if the proposal is agreed to, with the advantages and disadvantages to those shareholders if it is not. Comparing the value of the shares to be acquired under the proposal and the value of consideration to be paid is only one element of this assessment."

In the context of the matters raised in ASIC Policy Statement 74, we consider that in completing an assessment of the fairness and reasonableness of the proposed transactions, the key question we must address is whether it is in the best interest of the GLO shareholders as a whole to approve or reject the proposed transactions taking into account all relevant circumstances.

$2.2$ Basis of Evaluation

We have considered several factors both quantitative and qualitative in determining whether the proposed transaction is fair and reasonable having regard to the interests of all the shareholders of GLO.

We have also had regard to the guidance on valuation methodologies set out in ASIC Practice Note 43.

2.3 Limitations and Reliance on Information

This opinion is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. This report should be read in conjunction with the declarations outlined in Appendix 2.

$G10$ B.

$3.1$ History & Activities Prior to 2006

GLO was incorporated in Western Australia on 11 January 1985 as Gandesa Pty Ltd. The Company converted to public company status on 25 June 1985, and became known as Australian Metals Exchange Limited (AME) on 22 July 1985.

The ordinary shares in AME were listed for official quotation on the ASX in November 1985. On 28 November 1991, the Company adopted the name of Amlink Limited. The Company was later delisted from the ASX on 10 June 1992, following a long period of suspension from trading of its shares.

In late 1993 the Company carried out a settlement with existing major creditors who agreed to a "debt for equity" swap. In November 1996 a new board of directors was appointed, including Mr David Barwick who became Chairman of the Company. Mr Trevor Gardiner became Managing Director and Mr Chris Hayward became a nonexecutive director in May 1998, replacing other directors, with Mr Barwick remaining as Chairman. During mid 1998 the Company acquired the Events and Lodex software businesses.

In late 1998 the Company issued a prospectus to raise $$1,925,000$ in ordinary shares at 35c each. On the successful close of the prospectus the company applied to the ASX for relisting and the shares were quoted on the ASX on 18 December 1998.

The Company achieved above prospectus forecasts for the first full year of trading, at the end of which Mr Gardiner moved aside to pursue other activities and new management was installed. This was not successful and the new management were removed in July 2000, with Mr Gardiner being asked to return and Mr Hayward taking an executive role. As part of their return the Company sold 30% of the Events Business to them in November 2000, with the ability for them to acquire up to an additional 20% if certain profit hurdles were met for the period November 2000 to June 2002. These were achieved and parties associated with Mr Gardiner acquired the additional 20% of the Events Business as at 1 July 2002.

During the period July 1999 to June 2000 the Company's Lodex business was vended into Ledgerworks (Australia) Pty Ltd for a 49.9% share in that company. The Company has made arrangements to dispose of the 49.9% of Ledgerworks (Australia) Pty Ltd by converting its ordinary shares and debt into preference shares that have now been fully redeemed.

The board searched for a suitable acquisition in an attempt to grow the asset base of the company. A number of potential businesses were examined.

In October 2003 the company signed a Heads of Agreement with Global Approach Pty Ltd. Under the transaction Amlink acquired all the issued capital in Global. The latter held the licence to conduct the online gaming business known as "Music Hall Casino". At the same time Amlink distributed its shares in Events to its shareholders by way of a return of capital. It then proceeded to change its name to Global Approach Limited.

$3.2$ Capital Structure

Currently, GLO has the following securities on issue:

Table 1:

Ordinary shares fully paid: As at 15 December 2006 Options:

219,467,545 Nil

Table 2:

Ordinary Shares:
Ordinary Shares currently on issue 219,467,545
Unwinding of Purchase of Tusk Group (155,000,000)
64,467,545
Options: Nil

3.3 Share Price History

The table below summarises the share price history of GLO on the ASX firstly for the 5 months up to 31 March 2006 which was when the original acquisition of Tusk Group was announced and secondly for the 5 months after the acquisition.

Table 3:

Month High Low Volume
cents cents $000$ 's
November 2005 11 9 1,217
December 2005 12 10 630
January 2006 11 9 1,153
February 2006 12 9 1,618
March 2006 15 9 2,790
July 2006 8.4 9.9 1,291
August 2006 7.8 9.0 2,389
September 2006 8.0 10.0 1,815
October 2006 3.5 6.9 999
November 2006 3.5 9.0 2,576

On the day of the announcement of the original transaction the shares traded up to 15 cents whereas they had been trading around 9 to 10 cents per share in the days prior. After the merger proceeded the share price settled in the range of 8 to 10 cents. After announcement of the US legislation the share price tumbled to 3.5 cents. GLO announced to the ASX on 27 November 2006 its intention to reverse the Tusk acquisition. The share price quickly responded to rise to 9 cents per share.

$3.4$ Financial Performance

The audited statements of financial performance for the 12 months ended 30 June 2006, 30 June 2005 and 30 June 2004, are presented in the table below.

Table 4:

12 months to
June 2006
Actual
S
12 months to
June 2005
Actual
12 months to
June 2004
Actual
Τ.
Revenue from ordinary
activities 4,875,755 3,425,995 746,457
Less
Professional and directors
fees 216,855 285,639 273,275
Borrowing costs 892 1,378 1,526
Occupancy costs 292 1,500 18,131
Carrying amount of
investments sold 6,545
Insurance costs 17,596
Shareholder and share
registry costs 44,189 42,469 61,141
Consultant fees 25,260 15,248 25,092
Other expenses from
ordinary activities 74,976 32,260 20,604
Correction of
fundamental error (32, 818)
Casino Operating 5,183,645 3,099,822
Expenses
Amortisation of
949,363
intangible assets 98,885 74,583 43,529
Share of net
(profit)/losses of
associates and joint
ventures accounted for
using the equity method (68, 876)
Profit/(loss) from ordinary
activities before related
income tax expense (769, 243) (94,086) (601, 469)
Income tax expense
Net profit/(loss) from
ordinary activities after
related income tax expense (769, 243) (94, 086) (601, 469)

3.5 Financial Position

GLO's consolidated statements of financial position as at 30 June 2006, 30 June 2005 and 30 June 2004 are presented in the table below.

Table 5:

June 2006 June 2005 June 2004
S g, Š
Current assets
Cash assets 266,571 186,908 262,836
Receivables 327,219 630,396 59,248
Other financial assets 110,724
Total current assets 593,790 817,304 432,808
Non current assets
Receivables 65,464
Other financial assets 126,312 337,418
Intangible assets 2,273,578 2,372,463 1,044,688
Total non current assets 2,399,890 2,437,927 1,382,106
Total assets 2,993,680 3,255,231 1,814,914
Current liabilities
Payables 559,892 396,258 317,292
Provisions 10,060 7,470 7,470
Other 600,000
Total current liabilities 569,952 1,003,728 324,762
Total liabilities 569,952 1,003,728 324,762
Net assets 2,423,728 2,251,503 1,490,152
Equity
Contributed Equity 11,859,800 10,829,936 9,881,602
Reserves 15,920 100,950 205,169
Accumulated losses (9, 451, 992) (8,679,383) (8,596,619)
Total Equity 2,423,728 2,251,503 1,490,152

4 EVALUATION AND RESERVE AND RESIDENCE AND RESIDENCE

$4.1$ Introduction

In the following analysis we have considered the proposed transaction from a number of perspectives in both quantitative and qualitative analysis.

4.2 Equity Value

As part of the acquisition of the Tusk Group, forecasts were prepared for FY07 and bevond.

Based on these forecasts a valuation range of Tusk Group was calculated, the mid point of which was A\$19.2 million.

Based upon management's analysis of the affect of the US legislation, the forecasts were re-cut. The forecast net profit after tax has fallen from \$2.1 million to \$0.35 million for FY07. Not surprisingly, applying the earlier methodology to the up-dated forecast reveals a dramatic fall in equity value.

It is not possible to predict with certainty the effect that the proposed transaction may have on the share price of GLO. This will depend to a large degree on future prospects.

4.3 Net Assets

In Appendix 3 we have shown pro-forma net assets for GLO on two bases – either with or without Tusk Group.

It is very likely that there will need to be a significant impairment write $-$ down of intangible assets in the December financial report.

Table 6:

GLO
Without
Tusk
GLO
Including
Tusk
Pro-forma net assets \$2,169,581 \$16,888,865
Estimated Impairment Adjustment (Note 1) (\$1,949,335) (\$16,581,366)
Adjusted net assets \$220,246 \$307,499
No. of shares on issue. 64,467,545 219,467,545
Net Assets/share 0.3 cents/share 0.1 cents/share

Note 1: We have calculated an impairment adjustment based on the earlier discussion on equity value.

4.4 Market Perception

It would appear that the market has seen the proposed unwinding of the Tusk transaction as positive.

The US legislation has had a dramatic effect on the outlook for GLO. This was reflected in the steep fall in the share price. Upon the announcement of the proposed transaction there was an immediate up-turn in the GLO share price. (Refer 3.3 above).

Directors believe that the significantly reduced business is not viable to continue in a listed public company environment.

4.5 Dilution

In our earlier report on the acquisition of Tusk Group we noted one disadvantage of the acquisition was dilution of the ownership interests of the GLO shareholders.

The acquisition of Tusk resulted in a significant number of new shares being issued which resulted in a dilution of the ownership proportions and voting interests of existing GLO shareholders.

This dilution would be reversed by the selective capital reduction process.

4.6 Potential Acquirors

The US legislation has adversely affected the valuation of all on line gaming companies including GLO.

Since 30 September 2006 the GLO Board has approached a number of International Casinos to either merge or acquire its gaming assets. No serious offer or transaction has been forthcoming.

There has been considerable movement by international gaming companies to dispose of US operations. For example Sportingbet plc sold its US facing sports betting and casino business for US\$1 in October 2006.

4.7 Conclusion

On balance we consider the advantages to the shareholders of GLO as a whole by approving the proposed transaction will outweigh disadvantages if any which might occur and that the terms of the proposed transaction is equitable as between GLO's shareholders. Accordingly we consider that the proposed transaction is fair and reasonable to the shareholders of GLO as a whole and between the shareholders.

APPENDIX 1: SOURCES OF INFORMATION APPENDIX 1 APPENDIX 1

In preparing this report we have had access to the following principal sources of information:

  • The financial statements of GLO for the periods ended 30 June 2004, 30 June ۰ 2005 and 30 June 2006.
  • Pro-forma Financial Statements of GLO at 30 November 2006. ٠
  • Discussions with and representations from directors and executive personnel of ٠ GLO.
  • GLO share register reports. ٠
  • Copy of Explanatory Memorandum. ٠
  • Other publicly available information about GLO including the announcements $\bullet$ made about the proposed transaction.
  • Financial projections for GLO for the periods FY07 to FY08. ٠
  • Various online gaming industry publications. ٠

APPENDIX 2: OUALIFICATIONS, DECLARATIONS AND CONSENTS

This report has been prepared at the request of the independent Directors of GLO and is to accompany the notice of the meeting to be given to shareholders for approval of the proposed transaction. Accordingly, it has been prepared only for the benefit of the independent Directors and those persons entitled to receive the notice of the meeting in their assessment of the proposed transaction outlined in the report and should not be used for any other purpose.

The Partner of Robertsons solely responsible for the preparation of this report was Anthony W Thomas ("AWT") B.Com, MFM, FCA, FCPA. He has many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports. He is the holder of a Financial Services Licence under the Corporations Act.

The report represents solely the expression by AWT of his opinion as to whether the Proposed Transaction is fair and reasonable. Consent is given to this report accompanying the notice of meeting.

Statements and opinions contained in this report are given in good faith but, in the preparation of this report, AWT has relied upon the information provided by the Directors and Executives of GLO, which he believes, on reasonable grounds, to be reliable, complete and not misleading. AWT and Robertsons does not imply, nor should it be construed, that it has carried out any form of audit verification on the information and records supplied to us. Drafts of this report were issued to GLO and management for confirmation of factual accuracy.

Furthermore, recognising that AWT may rely on information provided by GLO and its officers and/or associates, GLO has agreed to make no claim by it or its officers and/or associates against AWT to recover any loss or damage which GLO or its associates may suffer as a result of that reliance and also has agreed to indemnify against any claim arising out of the assignments to give this report, except where the claim has arisen as a result of any proven wilful misconduct or negligence by AWT.

Robertsons and AWT have previously provided services to GLO including provision of an independent experts report on the acquisition of Tusk. AWT, Robertsons and its associates have not previously had any shareholding or other relationship with GLO that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion on the proposed transaction. No role has been played in the formulation of the proposed transaction other than in the preparation of this report. Independence has been achieved in terms of Practice Note 42 issued by ASIC in December 1993.

There is a fixed fee of \$5,000 for preparation of this report. It is not contingent on the outcome of the proposed transaction.

APPENDIX 3

Table 7:

. . . . . . . . . . . . . . . . . . .

Global Approach Limited

. . . . . . . . . . . . . . . . . . . .

Proforma Balance Sheet
(Unaudited) $\sim$
30 Nov 06
Note 1 Note 2
ASSETS
Current Assets
Cash & Cash Equivalent 107,334 4,263,160
Trade & Other Receivables 335,829 98,923
Total Current Assets 443,163 4,362,083
Non Current Assets
Property plant & Equipment 19,280 231,118
Intangible assets 2,240,616 19,051,995
Other Financial Assets 526,667
Total Non Current Assets 2,259,896 19,809,780
Total Assets 2,703,059 24, 171, 863
LIABILITIES
Current Liabilities
Trade & Other Payables - Player Purse 361,237 4,201,038
Trade & Other Payables - Other 162,181 2,910,452
Provisions 10,060 109,309
Total Current Liabilities 533,478 7,220,799
Non Current Liabilities
Provisions 62,199
Total Non Current Liabilities 62,199
Total Liabilities 533,478 7,282,998
Net Assets 2,169,581 16,888,865
EQUITY
Share Capital 11,859,800 17,210,010
Reserves 16,721
Accumulated Losses (9,706,940) (321, 145)
Total Equity 2,169,581 16,888,865

Note 1: Prepared on basis that Tusk Group acquisition had not occurred.

Note 2: Prepared based on current structure including Tusk Group.