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DART MINING NL Annual Report 2007

Sep 27, 2007

64792_rns_2007-09-27_7c4df61e-6dc8-40dc-884f-fccc02ec7c4d.pdf

Annual Report

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28September 2007

RESULTSFOR ANNOUNCEMENT TO THE MARKET

1.Details of the reporting period and the previous corresponding period.

Thecurrent reporting period is 1 July 2006 to 30 June 2007

Thisis the initial report

2.Results for announcement to the market

Dividends
(distributions)
Amount
per
security
Franked
amount
per
security
Net
profit/(loss)
for
the
period
attributable
(101,074)
Profit/(loss)
from
ordinary
activities
after
(101,074)
Revenue
from
ordinary
activities
\$76,998
Proposed
dividend
in
relation
to
this
Nil Nil
period to
the
dividend
Record
date
for
determining
entitlements
N/A
30
June
2007
NTA
Backing
Net
tangible
asset
backing
per
share
\$0.12

Dart Mining NLís principal activity is an exploration for and development of gold propertiesin north-east Victoria and southern New South Wales.

The cash and assets in a form readily convertible to cash, that were held at the time of admission to the ASX list have been used consistent with the business objectives of Dart Mining.

John Quayle CEO& Company Secretary

LEVEL 3, 15 QUEEN STREET MELBOURNE, VICTORIA, 3000, AUSTRALIA TELEPHONE +61 3 9621 1322 FACSIMILE +61 3 9621 1544 EMAIL [email protected] WEB www.dartmining.com.au ACN 199 904 880

DART MINING NL

ABN 84 119 904 880

Financial Report for the Year Ended 30 June 2007

TABLE OF CONTENTS

Directors' Report
_________2
Remuneration Report
___________7
Auditors Independence Declaration
___________16
Income Statement
_____________17
Balance Sheet___________18
Statement of Changes in Equity (Consoldated) ________19
Statement of Changes in Equity (Company) __________20
Cash Flow Statement___________21
Notes to the Financial Statements
______22
Audit Report
____________44
ASX Additional Information
___________45

DIRECTORS' REPORT

Your directors submit their report for the year ended 30 June 2007.

DIRECTORS

The names and details of the company's directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Names, qualifications experience and special responsibilities

Christopher Bain

Non-Executive Chairman Appointed 26 May 2006 Age 54

Chris Bain is a geologist and mineral economist. He has worked in underground mine geology in Mt Isa and Tasmania and exploration around Broken Hill. Since joining the finance sector he has been instrumental in mining project divestitures and acquisitions, evaluations and valuations, capital raisings including several initial public offerings and ASX listings. Chris is a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Company Directors.

Mr Bain is currently Chairman of the Company and a member of the Audit and Risk Management Committee.

Other Current Directorships of Listed Companies None

Former Directorships of Listed Companies in last three years None

Bernhard Hochwimmer graduated from The University of New England, BSc, 1978, with multidisciplinary double majors in zoology, biochemistry and ecology, and from The University of Tasmania, 1980 with a geology double major. Bernhard has twenty five years' industrial experience as a geo-scientist with integrated multidisciplinary training and experience in Engineering Geology and Medical Geology. Bernhard has been involved in multiple discoveries including gold, as well as heavy minerals; rare earths; silica and diatomite reserves for Westralian Sands Ltd (now Iluka). He has published definitive works in both heavy mineral deposit genesis and medical geology. Bernhard is a member of Australian Institute of Geoscientists, and the International Medical Geology Society.

Other Current Directorships of Listed Companies None.

Former Directorships of Listed Companies in last three years None.

Dean Turnbull is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre For Ore Deposit and Exploration Studies (CODES) at the University of Tasmania. Dean is an exploration and mine geologist with over 16 years' experience, predominantly within Victoria and southern NSW. Roles have spanned the spectrum from grass roots exploration to Resource/Reserve estimation on large scale mining projects and he has specialised in 3D geological and structural modelling. Dean is a member of Australian Institute of Geoscientists.

Mr Turnbull is currently a member of the Audit and Risk Management Committee.

Other Current Directorships of Listed Companies None.

Former Directorships of Listed Companies in last three years None.

Bernhard Hochwimmer Executive Director Appointed 26 May 2006 Age 54

Dean Turnbull

Executive Director Appointed 26 May 2006 Age 38

ABN 84 119 904 880 Stephen Poke Non-Executive Director Appointed 15 June 2006 Age 45 Stephen Poke has over 25 years of technical and management experience in all forms of surface diamond and reverse circulation drilling as well as extensive experience in underground drilling. Over the past 25 years Stephen has been involved in and managed some of the largest drilling programs in Australia in various senior management positions with drilling companies. Mr Poke is currently chairman of the Audit and Risk Management Committee. Other Current Directorships of Listed Companies None. Former Directorships of Listed Companies in last three years None. Richard Udovenya Non-Executive Director Appointed 15 June 2006 Age 46 Richard Udovenya is a Partner of the law firm ResourcesLaw International, Dart's legal advisors. He has over 20 years' legal experience in Australia and New Zealand and holds a Bachelor of Laws, a Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment (SIA). Richard is also a Fellow of the Financial Services Institute of Australia. Richard's focus is in the corporate, corporate governance and commercial law areas. He is a director of, and legal advisor to, a number of Australian and international companies. Other Current Directorships of Listed Companies None. Former Directorships of Listed Companies in last three years

DART MINING NL

None.

Interests in the shares and options of the company and related bodies corporate

At the date of this report, the interests of the directors, directly and indirectly, in the shares and options of Dart Mining NL were:

Director Ordinary Shares Partly-paid Shares Options over
Ordinary Shares
(Listed)
Options over
Ordinary Shares
(Unlisted)
C.J. Bain 1,026,666 503,332 538,333 400,000
B.R. Hochwimmer 4,500,000 2,250,000 2,250,000 -
D.G. Turnbull 4,500,000 2,250,000 2,250,000 -
S.G. Poke 3,752,500 1,750,000 1,876,250 -
R.G. Udovenya 200,000 100,000 100,000 400,000

CHIEF EXECUTIVE OFFICER and COMPANY SECRETARY

John Quayle Appointed 6 December 2006 Age 57

John Quayle graduated from the University of Canterbury (NZ) in 1972 with degrees in Science (Mathematics – Honours) and Business Administration and subsequently in 1999 gained a Masters in Applied Finance from Macquarie University. He has worked in the mining and petroleum sectors throughout his career including senior management roles at BP, North Broken Hill, Pasminco, WMC and lastly at Minara Resources where he was Company Secretary through the period of its recapitalisation. John is a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Company Directors.

CORPORATE INFORMATION

Corporate Structure

Dart Mining NL is a company limited by shares that is incorporated and domiciled in Australia. Dart Mining has prepared a consolidated financial report incorporating the entity, Dart Resources Pty Ltd, which it controlled during the financial year and which is included in the financial statements.

Principal Activities

The principal activity of the economic entity during the financial year was exploration for gold and base metals in north-east Victoria and southern New South Wales.

Employees

The consolidated entity employed 4 employees as at 30 June 2007 (2006: 2 employees).

CONSOLIDATED RESULTS

The loss for the consolidated entity after income tax was \$101,074 (2006: Nil).

DIVIDENDS

No dividends in respect of the current financial year have been paid, declared or recommended for payment.

OPERATING AND FINANCIAL REVIEW

Group Overview

Dart Mining NL was established in May 2006 for the purpose of exploring for and developing gold properties in north-east Victoria and southern New South Wales.

Exploration Overview

Please refer to the Chief Executive Officer's Report for details of exploration activities undertaken during the financial year.

Financial Overview

Operating Results for the Year

The loss for the consolidated entity after income tax was \$101,074 (2006:Nil). This result was in line with expectations and is consistent with information as provided in the prospectus dated 14 March 2007 and reflected:

  • costs associated with managing the exploration program; and
  • corporate overheads associated with statutory and regulatory requirements following listing on the Australian Securities Exchange during the year.

Review of Financial Condition

During the year, the Company raised \$5,175,905 (net of capital raising costs) by way of share placements in September/October 2006 as well as the initial public offer of securities and listing of the Company's shares on the Australian Securities Exchange in May 2007. At the end of the financial year, a large proportion of the funds from the IPO were held by the Company as cash investments. The Company strives to maximise the return on these funds by investing surplus funds and minimising expenditure on corporate overheads.

Cash Flows

The cash flows of the Company consist of payments to employees and suppliers for exploration activities on tenements held; and the maintenance of the corporate head office which manages existing projects as well as costs involved in investigating new exploration opportunities.

CAPITAL RAISINGS / CAPITAL STRUCTURE

During the year under review, the Company raised \$5,175,905 (net of capital raising costs) to fund the exploration of the Company's tenements and project generation for gold and base metals targets in north-east Victoria and southern New South Wales, as well as to provide working capital for the Company.

Placement

The company undertook a share placement in the first half of the financial year with 5,250,000 shares issued on 18 October 2006 at an issue price of 7.5 cents per share to raise \$375,000.

Initial Public Offer

The Company issued a prospectus dated 14 March 2007 offering 25,000,000 shares for subscription at an issue price of 20 cents per share to raise \$5 million. The offering was successfully completed and the Company's shares were listed on 10 May 2007 by the Australian Securities Exchange.

Grant of Options

On 18 October 2006, as a success fee following completion of the private equity raising and in anticipation of further work on the IPO, 800,000 options were issued as follows:

Grantee Grant and
Vesting date
Expiry date Number In Escrow Exercise
price
Investor Resources
Finance Pty Ltd1
18 October 2006 31 December 2010 400,000 24 months commencing
10 May 2007
20 cents
LAH Securities
Pty Ltd 2
18 October 2006 31 December 2010 400,000 24 months commencing
10 May 2007
20 cents

1 a company in which Mr Bain, a director of Dart, has an interest 2

a company in which Mr Udovenya, a director of Dart, has an interest

Upon the acceptance of employment as Company Secretary and CEO designate, the Company agreed to grant 1,000,000 options to John Quayle as follows:

Grant date Vesting date Expiry date1 Number In Escrow Exercise
price
3 January 2007 6 December
2007
31 December 2010 500,000 24 months commencing
10 May 2007
20 cents
3 January 2007 6 December
2008
31 December 2010 500,000 24 months commencing
10 May 2007
20 cents

1 Expiry date 31 December 2010 or 3 months after ceasing employment whichever comes first

As a success fee in the Initial Public Offer capital raising, 1,000,000 options to Intersuisse Corporate Ltd were issued as follows:

Grantee Grant and
Vesting date
Expiry date Number In Escrow Exercise
price
Intersuisse
Corporate Ltd
18 October 2006 31 December 2010 1,000,00
0
24 months commencing
10 May 2007
20 cents

Shares issued as a result of the exercise of Options

Nil.

Value of Options issued to Directors and Executives

Grantee Value of options granted at
the grant date
Value of options exercised
at the exercise date
Value of options lapsed at
the date of lapse
Total
John Quayle \$30,865 - - \$30,865

Summary of Shares / Options on Issue – 30 June 2007

As a result of the issue of shares and options, the Company has 42,750,000 ordinary shares, 8,875,000 partly-paid shares (9 cents payable) and 2,800,000 options (20 cents exercise price) on issue. Details of the options are as follows:

Issuing entity Number of shares
under option
Class of shares Exercise Price Expiry Date
Dart Mining NL 2,800,000 Ordinary 20 cents 31 December 2010

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Shareholders' equity increased to \$5,247,899 from \$3, an increase of \$5,247,896 as a result of the share placement and initial public offer of ordinary shares as detailed above. Subsequent to the Initial Public Offer the Company applied to the Australian Securities Exchange to have its shares listed. This took place on 10 May 2007.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

Since 30 June 2007, 21,375,008 further options have been issued pursuant to a short form prospectus dated 4 July 2007. These options have an exercise price of 20 cents and an expiry date of 31 May 2010 and were issued to all shareholders in the ratio of one bonus option for every two ordinary fully paid shares held on the record date. No options have been exercised up to the date of this report.

Apart from the above, no matter or circumstance has arisen since 30 June 2007 which has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity, in subsequent financial years.

FUTURE DEVELOPMENTS

The Board of Directors intends to continue with the exploration of the Company's tenements and project generation for gold and base metals targets in north-east Victoria and southern New South Wales as outlined in the prospectus dated 14 March 2007. Further details of the Company's prospects are included in the Report on Exploration Projects which forms part of the Chief Executive Officer's Report.

As the Company is listed on the Australian Securities Exchange, it is subject to the continuous disclosure requirements of the ASX Listing Rules which require immediate disclosure to the market of information that is likely to have a material effect on the price or value of Dart Mining NL's securities.

ENVIRONMENTAL REGULATION

The economic entity holds participating interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions, and no such breaches have been notified by any government agencies during the year ended 30 June 2007.

MEETINGS OF DIRECTORS

The number of meetings of the Directors held during the year and the numbers of meetings attended by each Director were as follows:

Current Directors Held Entitled to attend Attended
C.J. Bain 13 13 13
B.R. Hochwimmer 13 12 12
D.G. Turnbull 13 12 12
S.G. Poke 13 12 11
R.G. Udovenya 13 13 13

Audit and Risk Management Committee

The Board of Directors established the Audit and Risk Management Committee on 9 May 2007. The charter for the Audit and Risk Management Committee was adopted on 12 July 2007. The members of the

committee are the directors, Stephen Poke (Chairman), Chris Bain, and Dean Turnbull. No meetings were held during the financial year. Two meetings have been held subsequent to 30 June 2007.

REMUNERATION REPORT

REMUNERATION PHILOSOPHY

The Board of Directors of Dart Mining NL is responsible for determining and reviewing compensation arrangements for the directors, the chief executive officer and the executive team. The Board's remuneration policy is to ensure that the remuneration package properly reflects the person's duties and responsibilities, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms, including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost to the company.

To assist in achieving these objectives, the Board intends to link the nature and amount of executive officers' emoluments to the company's financial and operational performance. No formal plan has been adopted at this time.

Employment Agreements are entered into with Executive Directors and Specified Executives. The employment contracts with the two Executive Directors are terminable by either the Company or the Executive Director by giving six month's notice. The current employment contract with the Chief Executive Officer (CEO) runs until its termination date of 6 December 2008, unless terminated by the CEO or by the Company either of whom may give four weeks notice. Contracts do not provide for any additional termination benefits.

REMUNERATION STRUCTURE

In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct.

NON-EXECUTIVE DIRECTOR REMUNERATION

Objective

The Board seeks to set aggregate remuneration at a level which provides the company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was in the constitution adopted on 22 June 2006 which approved an aggregate remuneration of \$200,000 per year.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each non-executive director receives a fee for being a director of the company. Directors who are called upon to perform extra services beyond the director's ordinary duties may be paid additional fees for those services.

Non-executive directors have long been encouraged by the board to hold shares in the company. It is considered good governance for directors to have a stake in the company on whose board he or she sits.

The remuneration of non-executive directors for the period ending 30 June 2007 is detailed in Table 1 on page 8 of this report.

SENIOR EXECUTIVE REMUNERATION

Objective

The company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the company and so as to:

  • reward executives for company, business unit and individual performance against targets set by reference to appropriate benchmarks;
  • align the interests of executives with those of shareholders;
  • link reward with the strategic goals and performance of the company; and
  • ensure total remuneration is competitive by market standards.

Structure

In determining the level and make-up of executive remuneration, the Board obtained independent advice from external consultants on market levels of remuneration for comparable executive roles. It is the Board's policy that employment contracts are entered into with the all senior executives.

VARIABLE REMUNERATION – LONG TERM INCENTIVES

Objective

The objectives of long term incentives are to:

  • recognise the ability and efforts of the employees of the company who have contributed to the success of the company and to provide them with rewards where deemed appropriate;
  • provide an incentive to the employees to achieve the long term objectives of the company and improve the performance of the company; and
  • attract persons of experience and ability to employment with the company and foster and promote loyalty between the company and its employees.

Structure

No formal plan has been implemented at this time. It is expected that long term incentives granted to senior executives will be delivered in the form of options in accordance with a proposed Employee Share Option Plan contingent on the approval of shareholders. At the commencement of each financial year, the company and each senior executive will agree upon a set of financial and non-financial objectives related to the senior executive's job responsibilities. The objectives will vary but all will be targeted to relate directly to the company's business and financial performance and thus to shareholder value.

SERVICE CONTRACTS

Service Contracts are entered into with Executive Directors and Specified Executives.

Bernhard Hochwimmer

By an agreement dated 27 July 2006 (as subsequently varied by deed dated 21 February 2007), the Company has engaged B Hochwimmer and Associates Pty Ltd, a company which is controlled by Bernhard Hochwimmer, to provide consulting geological and management services to Dart, the terms of which agreement include inter alia:

  • Mr Hochwimmer will devote 80% of his time to the Company's business
  • The Company has agreed to a remuneration package of \$145,000 per annum for Mr Hochwimmer's services, with annual reviews, together with reimbursement of all business related expenses including motor vehicle running and maintenance expenses.
  • A restraint on Mr Hochwimmer undertaking additional part-time consulting or provision of other services which may conflict with the activities of Dart without the approval of the Chairman which may not be unreasonably withheld. This restraint continues for 12 months after cessation of engagement with Dart.
  • An obligation on Mr Hochwimmer to maintain confidentiality in respect of proprietary information obtained during employment.
  • The agreement is terminable by either party on 6 months notice being given.

Dean Turnbull

By an agreement dated 27 July 2006 (as subsequently varied by deed dated 21 February 2007), the Company has engaged North East Geological Contractors Pty Ltd, a company which is controlled by Dean Turnbull, to

provide consulting geological and management services to Dart, the terms of which agreement include inter alia:

  • Mr Turnbull will devote 80% of his time to the Company's business
  • The Company has agreed to a remuneration package of \$145,000 per annum for Mr Turnbull's services, with annual reviews, together with reimbursement of all business related expenses including motor vehicle running and maintenance expenses.
  • A restraint on Mr Turnbull undertaking additional part-time consulting or provision of other services which may conflict with the activities of Dart without the approval of the Chairman which may not be unreasonably withheld. This restraint continues for 12 months after cessation of engagement with Dart.
  • An obligation on Mr Turnbull to maintain confidentiality in respect of proprietary information obtained during employment.
  • The agreement is terminable by either party on 6 months notice being given.

John Quayle

By an employment agreement dated 10 January 2007, the Company and Mr John Quayle have agreed the terms of his employment including inter alia:

  • Mr Quayle is engaged to provide services in the capacity of Company Secretary and Chief Executive Officer designate on a part-time basis for 20 hours per week commencing on 6 December 2006 for a period of 24 months, at an annual salary of \$92,650 with periodic reviews.
  • A restraint on Mr Quayle undertaking additional part-time employment which may conflict with the activities of Dart without the approval of the Chairman which may not be unreasonably withheld.
  • An obligation on Mr Quayle to maintain confidentiality in respect of proprietary information obtained during employment.
  • The grant of 1,000,000 options to Mr Quayle in 2 tranches:
  • a) 500,000 options (with an expiry date of 31 December 2010) exercisable at 20 cents vesting on 6 December 2007, and
  • b) 500,000 options (with an expiry date of 31 December 2010) exercisable at 20 cents vesting on 6 December 2008.

The options are not transferable and may be exercised at any time during employment and for 3 months after cessation of employment, after which they lapse. They will not be quoted.

Mr Quayle's appointment as Chief Executive Officer was confirmed on 8 March 2007.

REMUNERATION OF DIRECTORS AND EXECUTIVES

Directors and executives remuneration

Primary Post Employment Equity Total
Salary & Fees Superannuation Options
\$ \$ \$ \$
Directors
C.J. Bain 2007 6,986 - - 6,986
2006 - - - -
B.R.Hochwimmer 2007 149,250 - - 149,250
2006 - - - -
D.G.Turnbull 2007 149,250 - - 149,250
2006 - - - -
S.G.Poke 2007 4,890 - - 4,890
2006 - - - -
R.G.Udovenya 2007 4,890 - - 4,890
2006 - - - -
Executive Officers
J E Quayle 2007 53,123 - 30,865 83,988
2006 - - - -
Grant date Vesting date Expiry date 1 Number In Escrow Exercise
price
3 January 2007 6 December 2007 31 December 2010 500,000 24 months commencing
10 May 2007
20 cents
3 January 2007 6 December 2008 31 December 2010 500,000 24 months commencing
10 May 2007
20 cents

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Dart Mining NL (the Company) is committed to the principle of good practice in corporate governance. The Board believes that genuine commitment to good corporate governance is essential to the performance and sustainability of the Company's business and as such depends upon the corporate culture – values and behaviours – that underlie day-to-day activities.

The Board continually reviews its corporate governance practices and regularly monitors developments in good practice governance in Australia and overseas. Where international and Australian guidelines are not consistent, the good practice guidelines of the Australian Securities Exchange Limited ("ASX") convened ASX Corporate Governance Council has been adopted as the minimum base for corporate governance practices.

BOARD OF DIRECTORS

The Board has adopted a formal charter which allocates responsibilities between the Board and management which is available from the corporate governance section of the Company website at www.dartmining.com.au. The charter details the composition, responsibilities and code of conduct under which the Board operates. The Board has resolved unanimously that the Company will at all times aspire to "good practice" in Corporate Governance.

Unless otherwise indicated in this statement the practices specified in the charter have been followed throughout the reporting period and will remain in force until amended by resolution of the Board.

Role of the Board

The Board acknowledges its accountability to shareholders for creating shareholder value within a framework that protects the rights and interests of shareholders and ensures the Company is properly managed. The Board aims to achieve these objectives through the adoption and monitoring of strategies, plans, policies and performance as follows:

  • a. Providing input into, and approval of, the Group's strategic direction; approval and monitoring of budgets and business plans; and ensuring appropriate resources are available, including capital management and major capital expenditure.
  • b. Approving the Group's systems of risk management, monitoring their effectiveness and maintaining a dialogue with the Group's auditors.
  • c. Considering, approving and monitoring internal and external financial and other reporting, including reporting to shareholders, the ASX and other stakeholders.
  • d. Selection and evaluation of Directors, the Chief Executive Officer (CEO), and senior executives and planning for their succession.
  • e. Setting the CEO and Director remuneration within shareholder approved limits and ensuring that the remuneration and conditions of service of senior executives are appropriate.
  • f. Ensuring, and setting standards for, ethical behaviour and compliance with the Group's own governing documents, including the Group's Code of Conduct and corporate governance standards.

Board Processes

The Board aims to perform its role and objectives through the adoption and monitoring of strategies, plans, policies and performance; the review of the CEO and senior management performance, conduct and reward; monitoring of the major risks of the company's business; and by ensuring the company has policies and procedures to satisfy its legal and ethical responsibilities.

The Board determines the strategic direction of the Company and sets policies accordingly. In addition to maintaining oversight of the Company's executive management and operations, the Board monitors substantive issues such as ethical standards and social and environmental responsibilities.

Composition of the Board

The names of the Directors of the Company at the date of this Statement are set out in the Directors' Report in this financial report. The composition of the Board is determined using the following principles:

  • a maximum of twelve Directors;
  • a non-executive Director as Chairman;
  • a majority of non-executive Directors; and

• a balance between independent and non-independent Directors.

The Board is currently comprised of five Directors: three non-executive Directors and two executive Directors. However, the Company's Constitution provides for a maximum of 12 Directors. The Board periodically reviews its size as appropriate. The Chief Executive Officer, who is appointed by the Board, is invited to attend all Board meetings.

Directors are considered to be independent if they are not major shareholders, are independent of management, and are free from any business or other relationship that could materially interfere with their exercise of free and independent judgement. Messrs Bain and Udovenya are considered to fall within this category.

By reason of history the Board comprises a majority of non-independent Directors (Messrs Hochwimmer, Turnbull, and Poke) who, being major shareholders themselves, and/or who provide services to the Company either as employees or contractors, have been regarded as being non-independent.

While the composition of the current Board does not comply with ASX Corporate Governance Council recommendation 2.1 which recommends that the board should comprise a majority of independent directors, the Board regards the present composition of Directors and Board Committees as a good balance at this stage of the development of the Company with the appropriate mix of expertise and experience and ability to represent the interests of all shareholders.

Future Director appointees will receive a formal letter of appointment setting out the responsibilities, rights and terms and conditions of their appointment. Directors participate in a comprehensive induction which covers the operations, financial position, strategic and risk management issues, as well as the operation of the Board and any sub-committees.

Meetings

The Board meets on a regular basis to retain full and effective control and monitor executive management. During the period for the financial year to 30 June 2007, the full Board met 13 times. The Directors met separately eight times to consider matters relating to the IPO and Bonus Options prospectus preparation. The Directors' attendance at meetings is detailed in the Directors' Report.

Members of the Management team may attend meetings at the invitation of the Board.

Role of Chairman and Chief Executive Officer (CEO)

The Chairman is an independent Director elected by the full Board, having no association with the Company, nor is he a substantial shareholder of the Company, and has not previously been an employee.

The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board's relationship with the Company's senior executives.

The CEO is responsible for implementing Group strategies and policies. The Board Charter specifies that these are separate roles to be undertaken by separate people.

Term of Office

The Board reviews its performance and composition on an annual basis and aims to have members with high levels of intellectual ability, experience, soundness of judgement and integrity to maximise its effectiveness and contribution. Directors serve a maximum three-year term before being required to be re-elected by members. Dart's constitution provides that at least one third (or the nearest whole number) of Directors must retire at each Annual General Meeting, but are eligible for re-election at that meeting. There is no compulsory retiring age.

Independent Professional Advice

In performing their duties Directors have the right to seek independent, professional advice at the Company's expense, in furtherance of their duties as Directors, with the approval of the Chairman, which approval shall not be unreasonably withheld.

BOARD COMMITTEES

The Company has a formally constituted Audit and Risk Management Committee reporting to the Board of Directors. This committee is chaired by a non-executive director and operates under a charter with authority to examine and report on any matters concerning risk management within the company including, but not limited to, operational, occupational health and safety, and financial matters. The charter is published on the Company's website.

The Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of other special or separate committees such as Remuneration or Nomination committees. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards. However as appropriate and as required the Board will establish Board Committees to assist in the execution of its responsibilities. Any Committees formed will have written mandates and operating procedures that, together with membership, will be reviewed on a regular basis.

CODE OF BUSINESS CONDUCT

The Board has adopted a Code of Conduct (the Code) and a policy "Behaviour Standards - Standards of Business Conduct" setting out parameters for ethical behaviour and business practices which applies to all of the Company's directors, officers and employees. The Code is included in the Board Charter and is available for review on the Company website. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group's integrity.

In summary, the Code requires that at all times all group personnel act with the utmost integrity, objectivity and in compliance with both the letter and the spirit of the law and Company policies.

Conflicts of Interest

All directors of the Company must keep the Board advised, on an ongoing basis, of any private interest that could potentially conflict with the interests of the Company. Where the Board believes that a significant conflict exists, the director concerned does not receive relevant board papers and is not present at the meeting whilst the item is considered. The Board has developed procedures to assist Directors to disclose potential conflicts of interest.

All directors and executive officers of the Company are required to disclose to the Company any material transaction or commercial relationship or corporate opportunity that reasonably could be expected to give rise to such a conflict.

Insider Trading

Trading in shares by any Director or senior executive of the Company within the period between the close of each financial quarter and the release of quarterly, half yearly interim and full year results by the Company requires the express written approval of the Chairman before any trading is conducted or the entry into any share trading agreements.

Fair dealing and ethical standards

The Code requires all directors, officers and employees of the Company to behave honestly and ethically at all times with all people and other organisations.

The Code requires employees who are aware of unethical practices within the Group or breaches of the Company's trading policy to report these using the Company's whistleblower program. This can be done anonymously. The Company Secretary also has responsibility for the initial investigations of significant issues raised under the whistleblower program. These matters are reported to the Board.

The Directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities.

FINANCIAL REPORTING

Reporting Standards

The Company is committed to providing shareholders with clear, transparent, and high quality financial information in a timely manner. The Company continuous disclosure policy underpins this approach.

The financial reports of the Company are produced in accordance with Australian International Financial Reporting Standards, other authoritative pronouncements of the Australian Accountings Standards Board and the Corporations Act. The financial statements and reports are subject to review every half year and the auditor issues an audit opinion accompanying the full year results for each financial year.

External Auditors

The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs. Deloitte Touche Tomatsu have been appointed as the external auditors.

An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in Note 22 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board.

The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Management Certification

The Company requires that the Chief Executive Officer make the following certifications to the Board:

    1. that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and group and are in accordance with relevant accounting standards.
    1. that the above statement is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects.

RISK ASSESSMENT

The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Board has appointed an Audit and Risk Management Committee to advise it in these matters. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company's business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity.

Detailed control procedures cover management accounting, purchases and payments, financial reporting, capital expenditure requests, project appraisal, environment, health and safety, IT security, compliance, and other risk management issues. There is a systematic review and monitoring of key business operational risks by management which reports on current and future risks and mitigation activities to the Board.

The Company recognises the importance of environmental and occupational health and safety (OH&S) issues and is committed to the highest levels of performance with the systematic identification of environmental and OH&S issues to ensure they are managed in a structured manner. This system allows the Company to:

  • monitor its compliance with all relevant legislation
  • continually assess and improve the impact of its operations on the environment
  • encourage employees to actively participate in the management of environmental and OH&S issues
  • work with trade associations representing the entity's businesses to raise standards
  • use energy and other resources efficiently; and

• encourage the adoption of similar standards by the entity's principal suppliers, contractors and distributors.

CONTINUOUS DISCLOSURE AND SHAREHOLDER COMMUNICATION

The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under the ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly production reports, the Board is committed to keeping all stakeholders informed of all material developments that affect the Company in a timely manner.

The Company has a formal policy and comprehensive procedures on continuous disclosure. Once the Board or Management becomes aware of information concerning the Company that would be likely to have a material effect on the price or value of the company's securities (and which does not fall within the exceptions to the disclosure requirements contained in the Listing Rules), that information is released to the ASX.

The Board has appointed the Company Secretary (or in his absence, the Chairman) as the person responsible for communication to ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public. All Company announcements, presentations or other briefings are posted on the company's website after release to the Australian Securities Exchange.

The Board also endorses full and regular communication with and between Directors, the Chief Executive Officer, senior management, the external auditors and other Professional Advisers, Shareholders and other significant stakeholders. The Board also ensures the Company Secretary maintains a good, open and frank relationship with the ASX and its designated Company officers to ensure compliance and full disclosure.

All shareholders have the opportunity to elect to receive a copy of the Company's annual report at the same time as they receive by post a copy of the Notice of the Annual General Meeting.

Full use is made of annual general meetings to inform shareholders of current developments through appropriate presentations and to provide opportunities for questions.

COMPLIANCE WITH ASX CORPORATE GOVERNANCE COUNCIL GOOD PRACTICE RECOMMENDATIONS

The Company complies with all of the ASX Corporate Governance Council good practice recommendations with the exception that independent directors are not in the majority on the Board or as otherwise set out in this document.

INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2007

Consolidated Company
Note 2007
\$
2006
\$
2007
\$
2006
\$
Revenue from ordinary activities 2 76,998 76,998
Employment related costs (47,632) (47,632)
Depreciation and amortisation expense (1,109) (1,109)
Office expenses (1,149) (1,149)
Administrative expenses (118,374) (118,276)
Other expenses from ordinary activities (9,808) (8,014)
Loss before income tax expense 2 (101,074) (99,182)
Income tax expense 3 - - -
Net loss for the year (101,074) (99,182)
Net loss attributable to members
of Dart Mining NL
(101,074) (99,182)
Earnings per share
From continuing operations:
Basic (cents per share)
Diluted (cents per share)
4
4
(1.28)
(1.28)

BALANCE SHEET

AS AT 30 JUNE 2007

Consolidated Company
Note 2007 2006 2007 2006
\$ \$ \$ \$
Current Assets
Cash assets 4,314,896 3 4,314,896 3
Receivables 5 173,496 - 172,035 -
Prepayments 6 17,051 - 17,051 -
Total Current Assets 4,505,443 3 4,503,982 3
Non-Current Assets
Property, plant and equipment 7 77,457 - 77,457 -
Deferred exploration and evaluation costs 8 1,046,501 - 1,046,501 -
Investment in Subsidiary 9 - - 14,001 -
Goodwill 11 10,066 - - -
Total Non-Current Assets 1,134,024 - 1,137,959 -
Total Assets 5,639,467 3 5,641,941 3
Current Liabilities
Payables 10 390,840 - 390,469 -
Provisions 12 728 - 728 -
Loans 13 - - 953 -
Total Current Liabilities 391,568 - 392,150 -
Total Liabilities 391,568 - 392,150 -
Net Assets 5,247,899 3 5,249,791 3
Equity
Company Interest
Contributed equity 14 5,175,908 3 5,175,908 3
Option reserve 173,065 - 173,065 -
Accumulated losses 15 (101,074) - (99,182) -
Total Equity 5,247,899 3 5,249,791 3

STATEMENT OF CHANGES IN EQUITY (CONSOLDATED) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2007

Ordinary
Share
Capital
Capital
Raising
Costs
Option
Reserve
Retained
Profits
Total
Consolidated Note \$ \$ \$ \$ \$
Balance at 1 July 2005 - - - - -
Shares issued during the
year
3 - - - 3
Capital raising costs - - - - -
Option reserve - - - - -
Loss attributable to
members of the company
- - - - -
Balance at 30 June 2006 3 - - - 3
Balance at 1 July 2006 3 - - - 3
Shares issued during the
year
6,012,500 - - - 6,012,500
Capital raising costs - (836,595) - - (836,595)
Option reserve - - 173,065 - 173,065
Loss attributable to
members of the company
(a) - - - (101,074) (101,074)
Balance at 30 June 2007 6,012,503 (836,595) 173,065 (101,074) 5,247,899

(a) Loss for the period equals total recognised income and expense

STATEMENT OF CHANGES IN EQUITY (COMPANY) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2007

Ordinary
Share
Capital
Capital
Raising
Costs
Option
Reserve
Retained
Profits
Total
Company Note \$ \$ \$ \$ \$
Balance at 1 July 2005
Shares issued during the
year
-
3
-
-
-
-
-
-
-
3
Capital raising costs
Option reserve
-
-
-
-
-
-
-
-
-
-
Loss attributable to
members of the company
- - - - -
Balance at 30 June 2006 3 - - - 3
Balance at 1 July 2006 3 - - - 3
Shares issued during the
year
6,012,500 - - - 6,012,500
Capital raising costs
Option reserve
-
-
(836,595)
-
-
173,065
-
-
(836,595)
173,065
Loss attributable to
members of the company
(a) - - - (99,182) (99,182)
Balance at 30 June 2007 6,012,503 (836,595) 173,065 (99,182) 5,249,791

(a) Loss for the period equals total recognised income and expense

CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2007

Consolidated Company
Note 2007
\$
2006
\$
2007
\$
2006
\$
Cash Flows From Operating
Activities
GST received 11,684 - 11,684 -
Interest received 27,912 - 27,912 -
Payments to suppliers and employees (91,172) - (89,280) -
Net Cash Flows Used in Operating
Activities
16(a) (51,576) - (49,684) -
Cash Flows From Investing Activities
Purchase of plant and equipment (26,938) - (26,938) -
Acquisition of subsidiary, net of cash
acquired
11 1,134 - - -
Payment for exploration costs (356,471) - (357,256) -
Net Cash Flows Used in Investing
Activities
(382,275) - (384,167) -
Cash Flows From Financing
Activities
Proceeds from issue of ordinary shares 5,375,000 3 5,375,000 3
Payment of share issue costs (626,256) - (626,256) -
Net Cash Flows From Financing
Activities
4,748,744 3 4,748,744 3
Net Increase in Cash Held 4,314,893 - 4,314,893 -
Cash at the beginning of the financial
year
3 - 3 -
Cash at the end of the financial year 16(b) 4,314,896 3 4,314,896 3

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

Note Contents

    1. Summary of Significant Accounting Policies
    1. Revenue and Expenses
    1. Income Tax
    1. Earnings per Share
    1. Receivables
    1. Prepayments
    1. Property, Plant and Equipment
    1. Deferred Exploration and Evaluation Costs
    1. Investment in Subsidiary
    1. Payables
    1. Acquisition of Business
    1. Provisions
    1. Loans
    1. Contributed Equity
    1. Accumulated Losses
    1. Cash Flow Reconciliation
    1. Expenditure Commitments
    1. Subsequent Events
    1. Employee Benefits and Superannuation Commitments
    1. Share-Based Payments
    1. Key Management Personnel Remuneration
    1. Auditor's Remuneration
    1. Related Party Disclosures
    1. Financial Instruments
    1. Contingent Liabilities and Contingent Assets

Notes to the Financial Statements for the financial year ended 30 June 2007

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The financial report is a general-purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law.

The financial report includes separate financial statements of the company and the consolidated financial statements of the Group.

Accounting Standards include Australian equivalents to International Financial Reporting Standards ('A-IFRS'). Compliance with A-IFRS ensures that the financial statements and notes of the Group comply with International Financial Reporting Standards ('IFRS). The Company financial statements and notes also comply with IFRS except for the disclosure requirements in IAS32 'Financial Instruments: Disclosure and Presentation' as the Australian equivalent Accounting Standard, AASB 132 'Financial Instruments: Disclosure and Presentation' does not require such disclosures to be presented by the Company where its separate financial statements are presented with the consolidated financial statements of the Group. The financial report has also been prepared on an historical cost basis, and is presented in Australian dollars

The financial statements were authorised for issue by the directors on 27 September 2007.

The following significant policies have been adopted in the preparation and presentation of the financial report:

(a) Adoption of new and revised Accounting Standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2006. The adoption of these new and revised Standards and Interpretations has had no impact on the financial results of the Group.

Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the consolidated entity's and the company's financial report:

AASB 7 'Financial Instruments: Disclosures' and
consequential amendments to other accounting
standards resulting from its issue
Effective for annual reporting periods beginning on
or after 1 January 2007
AASB 101 'Presentation of Financial Statements'
– revised standard
Effective for annual reporting periods beginning on
or after 1 January 2007
AASB 2007-7 'Amendments to Australian
Accounting Standards'
Effective for annual reporting periods beginning on
or after 1 July 2007
AASB 8 'Operating Segments' Effective for annual reporting periods beginning on
or after 1 January 2009

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

Initial application of the following Standards and Interpretations is not expected to have any material impact to the financial report of the consolidated entity and the company:

AASB Interpretation 7 'Applying the Restatement
Approach under AASB 1129 Financial Reporting
in Hyperinflationary Economies'
Effective for annual reporting periods beginning on
or after 1 March 2006
AASB Interpretation 8 'Scope of AASB 2' Effective for annual reporting periods beginning on
or after 1 May 2006
AASB Interpretation 9 'Reassessment of
Embedded Derivatives'
Effective for annual reporting periods beginning on
or after 1 June 2006
AASB Interpretation 10 ' Interim Financial
Reporting and Impairment
Effective for annual reporting periods beginning on
or after 1 November 2006
AASB Interpretation 11 'AASB 2 – Group and
Treasury Share Transactions'
Effective for annual reporting periods beginning on
or after 1 March 2007
AASB 2007-1 'Amendments to Australian
Accounting Standards arising from AASB
Interpretation 11'
Effective for annual reporting periods beginning on
or after 1 March 2007
AASB Interpretation 12 ' Service Concession
Arrangements'
Effective for annual reporting periods beginning on
or after 1 January 2008
AASB 2007-2 'Amendments to Australian
Accounting Standards arising from AASB
Interpretation 12'
Effective for annual reporting periods beginning on
or after 1 January 2008
AASB 2007-4 'Amendments to Australian
Accounting Standards arising from ED 151 and
Other Amendments'
Effective for annual reporting periods beginning on
or after 1 July 2007
AASB Interpretation 13 'Customer Loyalty
Programmes'
Effective for annual reporting periods beginning on
or after 1 July 2008
AASB Interpretation 14 'AASB 119 – The Limit
on a Defined Benefit Asset, Minimum Funding
Requirements And their Interaction'
Effective for annual reporting periods beginning on
or after 1 January 2008
AASB 123 'Borrowing Costs' – revised standard Effective for annual reporting periods beginning on
or after 1 January 2009
AASB 2007-6 'Amendments to Australian
Accounting Standards arising from AASB 123'
Effective for annual reporting periods beginning on
or after 1 January 2009

The directors anticipate that the adoption of these Standards and Interpretations will have no material financial impact on the financial statements of the company or the Group, as the issue of Interpretation 7, Interpretation 8 and Interpretation 9 do not affect its present policies and operations. The recently established Group is yet to produce halfyear results, and accordingly, Interpretation 10, which prohibits the reversal of certain impairment losses, has no impact on the company or the Group's future financial statements.

The application of AASB 101 (revised), AASB 7 and AASB 2005-10 will not affect any of the amounts recognised in the financial statements, but will change the disclosures presently made in relation to the company and the Group's financial instruments and the objectives, policies and processes for managing capital.

These Standards and Interpretations will be first applied in the financial report of the Group that relates to the annual reporting period beginning after the effective date of each pronouncement.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

(b) Principles of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries) (referred to as 'the Group' in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The result of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the separate financial statements of the Company, intra-group transactions ('common control transactions') are generally accounted for by reference to the existing (consolidated) book value of the items. Where the transaction value of common control transactions differ from their consolidated book value, the difference is recognised as a contribution by or distribution to equity participants by the transacting entities.

(c) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily converted to cash, net of outstanding bank overdrafts.

(d) Revenue Recognition

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

Interest Income

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

(e) Income Tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

(f) Goodwill

Goodwill acquired in a business combination is initially measured at its cost, being the excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. Goodwill is subsequently measured at its cost less any impairment losses.

(g) Goods and Services Tax (GST)

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

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

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

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(h) Receivables

All debtors are recognised and carried at original invoice amount less a provision for any uncollectible debts. Collectability of debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised where some doubt as to full collection exists.

(i) Exploration and Evaluation Assets

The consolidated entity applies AASB 6 Exploration For and Evaluation of Mineral Resources. Exploration and evaluation 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 which permits reasonable assessment of the existence of economically recoverable reserves.

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

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

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

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with the clauses of the mining permits. Such costs are 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 for 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 are determined on the basis that restoration will be completed within one year of abandoning a site.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

(j) Impairment of Assets

At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the assets belongs.

Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(k) Property, Plant and Equipment

i) Acquisition

Items of property, plant and equipment are initially recorded at cost and depreciated as outlined below.

ii) Depreciation of Property, Plant and Equipment

Property, plant and equipment are depreciated on a straight line basis at rates based upon the expected useful lives of these assets. The useful lives of these assets are detailed in Note 8 to the financial statements.

(l) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating Leases

The minimum lease payments of operating leases, where the lesser effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis. Contingent rentals are recognised as an expense in the financial year in which they are incurred.

Finance Leases

Leases which effectively transfer substantially the entire risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment under lease. A lease liability of equal value is also recognised. The consolidated entity has no finance leases as at 30 June 2007.

(m) Financial Assets

Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Subsequent to initial recognition, investments in subsidiaries are measured at cost in the company financial statements. Subsequent to initial recognition, investments in associates are accounted for under the equity method in the

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

consolidated financial statements and the cost method in the company financial statements. During the financial year Dart Mining NL acquired 100% ownership of Dart Resources Pty Ltd. Dart Resources Pty Ltd is a non-trading subsidiary which holds ownership of one exploration licences currently explored by Dart Mining NL, as detailed in the additional information of this report.

(n) Payables

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the consolidated entity. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

(o) Issued Capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction in the share proceeds received.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instrument to which the costs relate. Transaction costs are costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as a distribution of profit consistent with the balance sheet classification of the related debt or equity instruments or component parts of compound instruments.

(p) Employee Benefits

Provision is made for employee benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to reporting date.

(q) Earnings per Share ("EPS")

Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS is calculated as net profit attributable to members, adjusted for:

  • Costs of servicing equity (other than dividends) and preference share dividends;
  • The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
  • Other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(r) Share-based payments

The Group measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model, using the assumptions detailed in Note 20.

a) The fair value determined at the grant date of the equity settled share based payment is expensed on a straightline basis over the vesting period, based on the Groups estimate of shares that will eventually vest.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 1. Summary of Significant Accounting Policies (continued)

b) Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

(s) Going Concern Basis

The consolidated entity is involved in the exploration and evaluation of mineral tenements and as such expects to be cash absorbing until these tenements demonstrate that they contain economically recoverable reserves.

As at 30 June 2007, the Group recorded losses from continuing operations before taxation of \$101,074. In addition, the company had incurred positive cash flows from of \$4,394,896 in the financial year and has a surplus of current assets over current liabilities of \$4,113,875 as at 30 June 2007.

Notwithstanding the above, the financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

To continue as a going concern, the consolidated entity require the generation of sufficient funds from operating activities including successful development of the existing tenements; and/or future equity or debt fund raisings.

Having carefully assessed the uncertainties relating to the likelihood of securing additional funding and the consolidated entity's and company's ability to effectively manage their expenditures and cash flows from operations, the directors believe that the consolidated entity and company will continue to operate as going concerns for the foreseeable future and therefore it is appropriate to prepare the financial statements on a going concern basis.

In the event that the assumptions underpinning the basis of preparation do not occur as anticipated, there is uncertainty whether the consolidated entity and company will continue to operate as going concerns. If the consolidated entity and company are unable to continue as going concerns they may be required to realise their assets and extinguish their liabilities other than in the normal course of business and at amounts different to those stated in the financial statements.

No adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the classification of liabilities that might be necessary should the consolidated entity and company not continue as a going concern.

Notes to the Financial Statements for the financial year ended 30 June 2007

Consolidated Company
2007 2006 2007 2006
\$ \$ \$ \$
Note 2. Revenue and Expenses
Revenue
Revenue from non-operating activities
Interest – Other persons/corporations 76,998 - 76,998 -
Total revenue from non-operating activities 76,998 - 76,998 -
Total Revenue 76,998 - 76,998 -
(a)
Loss before income tax
Loss before income tax has been arrived at after
Crediting/(charging) the following expenses:
Depreciation (1,109) - (1,109) -
Share based payments (30,865) - (30,865) -
Note 3. Income Tax
(a)
The prima facie tax, using tax rates applicable in the
country of operations, on operating loss differs from
the income tax provided in the financial statements as
follows:
Prima facie tax benefit on loss from ordinary activities 30,322 - 29,755 -
Non-deductible expenses - - - -
Temporary differences and tax losses not brought to
account
(30,322) - (29,755) -
Income tax benefit attributable to ordinary activities - - - -
(b)
Income tax losses
Deferred tax asset arising from tax losses not recognised at
reporting date as the asset is not regarded as meeting the
probable criteria: 30,322 - 29,755 -
Consolidated
2007
\$
2006
\$
Note 4. Earnings per Share
The following reflects the income and share data used in calculating basic and diluted
earnings per share:
Net loss for the year 101,074 -
Basic earnings per share (1.28)c -
Diluted earnings per share (1.28)c -
Weighted average number of ordinary shares used in the calculation of basic and diluted
earnings per share
7,872,232 -

Diluted earnings per share is calculated after classifying all options on issue remaining unconverted at 30 June 2007 as potential ordinary shares. As at 30 June 2007, the Company has on issue 2,800,000 options over unissued capital and has incurred a net loss. As the notional exercise price of these options is greater than the current market price of the shares they have not been included in the calculations of diluted earnings per share.

Notes to the Financial Statements for the financial year ended 30 June 2007

Consolidated Company
2007 2006 2007 2006
\$ \$ \$ \$
Note 5. Receivables - -
Accrued interest – Other persons/corporations 49,086 - 49,086 -
Security Deposits 4,136 - 4,136 -
GST receivable (net) 119,675 - 118,214 -
Other Receivables 599 - 599 -
173,496 - 172,035 -

Terms and conditions relating to the above financial instruments

(i) Receivables are non interest bearing and have commercially acceptable repayment terms

Note 6. Prepayments

Insurance 17,051 - 17,051 -
17,051 - 17,051 -

Note 7. Property, Plant and Equipment

Consolidated Company
Plant &
Equipment
Computer
Equipment &
Software
Total Plant &
Equipment
Computer
Equipment &
Software
Total
Gross carrying amount
Balance at 1 July 2005 - - - - - -
Additions - - - - - -
Balance at 30 June 2006 - - - - - -
Accumulated depreciation/
Amortisation and impairment
Balance at 1 July 2005 - - - - - -
Depreciation expense - - - - - -
Balance at 30 June 2006 - - - - - -
Net book value
As at 30 June 2005 - - - - - -
As at 30 June 2006 - - - - - -
- - - - - -
Gross carrying amount
Balance at 1 July 2006 - - - - - -
Additions 8,090 70,476 78,566 8,090 70,476 78,566
Balance at 30 June 2007 8,090 70,476 78,566 8,090 70,476 78,566
Accumulated depreciation/
Amortisation and impairment
Balance at 1July 2006 - - - - - -
Depreciation expense (126) (983) (1,109) (126) (983) (1,109)
Balance at 30 June 2007 (126) (983) (1,109) (126) (983) (1,109)
Net book value
As at 30 June 2006 - - - - - -
As at 30 June 2007 7,964 69,493 77,457 7,964 69,493 77,457
7,964 69,493 77,457 7,964 69,493 77,457

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 7. Property, Plant and Equipment (continued)

The following useful lives are used in the calculation of depreciation:
Plant & Equipment 3 – 5 years
Computer Equipment & Software 3 – 4 years
Consolidated Company
2007 2006 2007 2006
\$ \$ \$ \$
Note 8. Deferred Exploration and Evaluation
Costs
Balance at beginning of financial year - - - -
Additional expenditure carried forward 1,046,501 - 1,046,501 -
Write-off during financial year - - - -
Provision for licence areas to be relinquished - - - -
Balance at end of financial year 1,046,501 - 1,046,501 -

Ultimate recovery of deferred exploration and evaluation costs is dependent upon success in exploration and evaluation or sale or farm-out of the exploration interests.

Note 9. Investment in Subsidiary

Subsidiary – Dart Resources Pty Ltd - - 14,001 -
- - 14,001 -
Note 10. Payables – Current Note
Trade and other payables 354,073 - 353,702 -
Accrued Expenses 16,767 - 16,767 -
Accrued Audit Fees 22 20,000 - 20,000 -
390,840 - 390,469 -

Terms and conditions relating to the above financial instruments:

(i) Trade creditors are non-interest bearing and are usually settled on 30 day terms.

(ii) Other creditors are non-interest bearing and have an average term of 30 days.

Note 11. Acquisition of Businesses

Name of Business
Acquired
Principal Activity Date of Acquisition Proportion of shares
acquired (%)
Cost of acquisition
(\$)
Dart Resources Pty Ltd Mining 31/07/06 100 1,500
Net assets acquired Total fair value on acquisition (\$)
Current assets:
Cash assets 1,134
Receivables 2,800
Current Liabilities:
Payables (12,500)
(8,599)
Cost of acquisition 1,500
Goodwill on acquisition 10,066

The cost of the acquisition of Dart Resources Pty Ltd comprises the issue of 30,000 Dart Mining NL shares at an issued fair value of 5 cents per share. Goodwill arose in the business combination because of the cost of the combination, including a premium to acquire Dart Resources Pty Ltd.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note Consolidated Company
2007 2006 2007 2006
\$ \$ \$ \$
Note 12. Provisions
Employee benefits
19
728 - 728 -
728 - 728 -
Note 13. Loans
Dart Resources Pty Ltd - - 953 -
- - 953 -
Note 14. Contributed Equity
(a) Issued and paid up capital
Ordinary shares fully paid 5,175,908 3 5,175,908 3
Details Consolidated Company
Ordinary Shares 2007 2006 2007 2006
\$ \$ \$ \$
Beginning of the financial year
Shares issued during the year
3 3 3 3
12,469,998 shares issued at 5 cents per share to

certain directors for interest in tenement
623,500 - 623,500 -
249,999 shares issued at 5 cents to Minadco Pty

Ltd*1 as a repayment of loan to Dart Resources Pty
Ltd
12,500 - 12,500 -
30,000 shares issued at 5 cents to acquire Dart

Resources Pty Ltd
1,500 - 1,500 3
5,000,000 shares issued at 7.5 cents as seed capital

raising
375,000 - 375,000 -
25,000,000 shares issued at 20 cents to IPO

applicants
5,000,000 - 5,000,000 -
Less transaction costs arising from issue of shares (836,595) - (836,595) -
Closing balance 5,175,908 3 5,175,908 3
*1 C.J Bain holds an indirect interest in Minadco Pty Ltd
Consolidated Company
Option Reserve 2007 2006 2007 2006
Beginning of the financial year \$
-
\$
-
\$
-
\$
-
Options granted during the year
On 18 October 800,000 options granted at fair value

of 7.9 cents per option to third parties as a success fee
63,200 - 63,200 -
On 3 January 1,000,000 options granted at fair value

of 7.9 cents per option to J.E. Quayle as share-based
30,865 - 30,865 -
payment
On 14 February 1,000,000 options at 7.9 cents per

option to third party as a success fee
79,000 - 79,000 -
Closing balance 173,065 - 173,065 -

Summary of Capital Transactions

The following share movements took place during the financial year:

• on 28 July 2006, 12,469,998 ordinary shares were issued to certain directors together with 6,235,000 partly paid shares to 1 cent (9cents payable).

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 14. Contributed Equity (continued)

  • on 28 July 2006, 249,999 ordinary shares were issued to Minadco Pty Ltd as repayment of loan to Dart Resources Pty Ltd
  • on 31 July 2006, 30,000 ordinary shares were issued to certain directors as part consideration for acquisition of Dart Resources Pty Ltd.
  • on 18 October 2006, 5,000,000 ordinary shares were issued at 7.5 cents per share. Also issued was 2,500,000 partly paid shares to 1 cent (9 cents payable)
  • on 18 October 800,000 options (exercisable at 20 cents) were granted to Investor Resources Finance Pty Ltd and LAH Securities Pty Ltd as a corporate success fee for assisting in the capital raising .
  • On 3 January 2007, 1,000,000 options (exercisable at 20 cents) were granted to the Chief Executive Officer (CEO) designate as part of his contract of employment.
  • On 18 October 2006, 1,000,000 options (exercisable at 20 cents) were granted to the Intersuisse Corporate Ltd as a corporate success fee for assisting in the capital raising.
  • pursuant to the prospectus dated 14 March 2007, 25,000,000 ordinary shares were issued on 4 May 2007 as a result of an initial public offer of shares which resulted in the Company listing on the Australian Securities Exchange.

The Company's key objectives in raising funds are to explore for and discover a gold resource of sufficient size for Dart to become a gold producer; to grow initial gold production by on-going exploration success, building a resource base across different goldfields; and to be successful in discovering and developing large gold and base metals mineralised systems in porphyry – Reduced Intrusive Related Gold gold-silver-base metals targets.

(c) Terms and condition of contributed equity

Ordinary Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Under ASX Listing Rules, 15,812,496 ordinary shares were subject to escrow restrictions. The Company's Share Registry has holding locks in place on the relevant holdings and will not release them until the expiry of the relevant restriction period or otherwise without ASX approval. The numbers and periods of escrow are as follows:

Number Securities Escrow Period
2,652,084 Ordinary shares 12 months commencing 18 October 2006
13,160,412 Ordinary shares 24 months commencing 10 May 2007

The balance of the issued capital of the Company, being 26,937,504 ordinary shares, is quoted on ASX.

Partly-paid Shares (9c payable)

For every two ordinary shares issued pre-IPO, shareholders also received one partly-paid share credited as paid to 1 cent, with an unpaid amount of 9 cents per partly-paid share. The Company presently has 8,875,000 unlisted partly-paid shares on issue, issued on 18 October 2006. The partly-paid shares to 1 cent (9c payable), are subject to a 9 cent call between 1 July 2009 and 31 December 2009.

Under ASX Listing Rules, 8,743,750 unlisted partly-paid shares were subject to escrow restrictions. The Company's Share Registry has holding locks in place on the relevant holdings and will not release them until the expiry of the relevant restriction period or otherwise without ASX approval. The numbers and periods of escrow are as follows:

Number Securities Escrow Period
2,015,585 Partly Paid Shares 12 months commencing 18 October 2006
6,728,165 Partly Paid Shares 24 months commencing 10 May 2007

The balance of the partly-paid issued capital of the Company, being 131,251 partly-paid shares, is not quoted on ASX.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 14. Contributed Equity (continued)

(d) Share Options

Options Over Ordinary Shares

At the end of the financial year, there were 2,800,000 unissued ordinary shares in respect of which the following unlisted options were outstanding:

Expiry Date Number Securities Escrow Period Exercise Price
31 December 2010 2,800,0001 Unlisted Options 24 months commencing 20 cents
10 May 2007

1 includes 1,000,000 options issued on 3 January 2007 in accordance with the CEO designate contract of employment as described below in Note 19.

Since 30 June 2007 21,375,008 further options have been issued pursuant to a short form prospectus dated 4 July 2007. These options have an exercise price of 20 cents and an expiry date of 31 May 2010. No options have been exercised up to the date of this report.

Consolidated Company
2007 2006 2007 2006
\$ \$ \$ \$
Note 15. Accumulated Losses
(a)
Accumulated Losses
Accumulated losses at the beginning of the financial year - - - -
Net loss attributable to members of Dart Mining NL (101,074) - (99,182) -
Accumulated losses at the end of the financial year (101,074) - (99,182) -

(b) Franking Credits

There are no franking credits available for the subsequent financial year.

Note 16. Cash Flow Reconciliation

(a) Reconciliation of loss from ordinary activities after tax to net cash flows from operations

Loss from ordinary activities after tax (101,074) - (99,182) -
Non cash flows in operating result
Depreciation of property, plant and equipment 1,109 - 1,109 -
Share option expensed 30,865 - 30,865 -
Operating cash flows not recognised as revenue
Changes in assets and liabilities
Decrease/(Increase) in receivables (49,685) - (49,685) -
Decrease/(Increase) in prepayments (17,051) (17,051)
Increase/(Decrease) in payables 84,260 - 84,260 -
Net cash used in operating activities (51,576) - (49,684) -
(b) Reconciliation of cash
Cash balance comprises:
Cash on hand and at call 4,314,896 - 4,314,896 -
Closing cash balance 4,314,896 - 4,314,896 -

(c) Business Acquired

During the financial year, Dart Mining NL acquired Dart Resources Pty Ltd. The net cash inflow on this acquisition was \$1,134. Refer to note 11 for further details

(d) Financing Facility

The group has no available finance facilities at balance date.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 16. Cash Flow Reconcilliation (continued)

(e) Non-Cash Financing and Investing Activities

During the year Dart Mining NL acquired Dart Resources Pty Ltd, with the purchase consideration in the form of an issue of shares. Refer to note 11 for further details.

Note 17. Expenditure Commitments

The company has no expenditure commitments at the end of the financial year, except under exploration tenement licences where the controlled entity is required to rehabilitate each licence area to its original state prior to any exploration works. Refundable cash bonds of \$10,000 for each of the two Victorian tenements, Dart and Buckland, have been lodged with the Victorian Government. Subsequent to year end, a refundable cash bond of \$10,000 in respect of the Tooma tenement has been lodged with the New South Wales Government.

Note 18. Subsequent Events

Since 30 June 2007, 21,375,008 further options have been issued pursuant to a short form prospectus dated 4 July 2007. These options have an exercise price of 20 cents and an expiry date of 31 May 2010 and were issued to all shareholders in the ratio of one bonus option for every two ordinary fully paid shares held on the record date. No options have been exercised up to the date of this report.

No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may have a significant effect on the financial operations of the consolidated entity, the financial performance of those operations or the financial position of the consolidated entity in the subsequent financial year.

Consolidated Company
2007
2006
2007
2006
\$ \$ \$ \$
Note 19.
Employee Benefits and Superannuation
Commitments
Employee Benefits
The aggregate employee benefit liability is comprised
of:
Provisions (current) 728 - 728 -
728 - 728 -

Superannuation

The consolidated entity contributes in accordance with the Government Superannuation Guarantee legislation.

Note 20. Share-based payments

The aggregate share-based payments for the financial year are set out below:

Consolidated Company
Details 2007 2006 2007 2006
Share-based payments \$ \$ \$ \$
On 18 October 800,000 options granted at fair value

of 7.9 cents per option to third parties as a success fee
63,200 - 63,200 -
On 3 January 1,000,000 options granted at fair value

of 7.9 cents per option to J.E. Quayle as share-based
payment
30,865 - 30,865 -
On 14 February 1,000,000 options at 7.9 cents per

option to third party as a success fee
79,000 - 79,000 -
Closing balance 173,065 - 173,065 -

Executive Options

The Chief Executive Officer of Dart Mining NL, John Quayle, was granted options over unissued shares of the Company under the terms of his employment contracts. The options were issued as part of consideration for services to be provided, will not be quoted on the ASX, cannot be transferred and are exercisable at any time during the employment of the executive after a qualifying period and before 31 December 2010 or 3 months after ceasing employment whichever comes first.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 20. Share-based payments (continued)

Options held at the beginning of the reporting period were nil Information with respect to the number of options granted during the reporting period is as follows:

Grantee Number Grant date Vesting Date Expiry date Exercise Price Fair Value at
Grant Date
John Quayle 1,000,000 3 January 2007 6 December
2007
31 December
2010
20 cents 7.9 cents
John Quayle 1,000,000 3 January 2007 6 December
2007
31 December
2010
20 cents 7.9 cents

Options held at the end of the reporting period

Grantee Number Grant date Vesting Date Expiry date Exercise Price Fair Value at
Grant Date
John Quayle 1,000,000 3 January 2007 6 December
2008
31 December
2010
20 cents 7.9 cents
John Quayle 1,000,000 3 January 2007 6 December
2008
31 December
2010
20 cents 7.9 cents

1 Expiry date before 31 December 2010 or 3 months after ceasing employment whichever comes first

No Executive Options were exercised during the year ended 30 June 2007.

Third Party Options

On 18 October 2006, as a success fee following completion of the private equity raising and in anticipation of further work on the IPO, 1,800,000 options were issued as follows:

Grantee Number Grant date Vesting date Expiry date Exercise Price Fair Value at Grant Date
Investor Resources
Finance Pty Ltd1
400,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents
LAH Securities
Pty Ltd 2
400,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents
Intersuisse Corporate
Ltd
1,000,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents

1 a company in which Mr Bain, a director of Dart, has an interest

2 a company in which Mr Udovenya, a director of Dart, has an interest

Options held at the end of the reporting period

Grantee Number Grant date Vesting date Expiry date Exercise Price Fair Value at
Grant Date
Investor Resources
Finance Pty Ltd1
400,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents
LAH Securities
Pty Ltd 2
400,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents
Intersuisse Corporate
Ltd
1,000,000 18 October
2006
18 October
2006
31 December
2010
20 cents 7.9 cents

1 a company in which Mr Bain, a director of Dart, has an interest 2

a company in which Mr Udovenya, a director of Dart, has an interest

The weighted average fair value of the share options granted during the financial year is 8 cents. Options were priced using the Black-Scholes model. Where relevant, the expected life used in the model has been based on management's best estimate for the effects of exercise restrictions, exercise period and behavioural considerations. Expected volatility is based on management's best estimate of volume for a junior gold explorer.

Notes to the Financial Statements for the financial year ended 30 June 2007

Inputs into the model John Quayle Investor
Resources
Finance Pty Ltd
Intersuisse Ltd LAH Securities Pty Ltd
Grant date share price 20 cents 20 cents 20 cents 20 cents
Exercise Price 20 cents 20 cents 20 cents 20 cents
Expected Volatility 40% 40% 40% 40%
Option Life 4 years 4 years 4 years 4 years
Risk-free interest rate 5.9% 5.9% 5.9% 5.9%

Note 20. Share-based payments (continued)

Weighted Average Remaining Contractual Life

The share options outstanding at the end of the financial year had a weighted contractual life of 1,278 days (2006:Nil)

Equity-settled transactions

On 28 July 2006 the entity issued 12,469,998 shares to directors in order to acquire tenements. Therefore, the fair value of the shares was 5 cents per share and consequently the fair value of the tenements acquired is \$623,500, which has been recorded in Deferred Exploration and Evaluation Cots.

Note 21. Key Management Personnel Remuneration

(a) Details of Key Management Personnel

Key Management Personnel are recognised as those persons who have the authority and responsibility for planning, directing and controlling the activities of Dart Mining NL, either directly or indirectly, including any director of Dart Mining NL.

The key management personnel of Dart Mining NL during the year were:

(b) Compensation of Key Management Personnel
J.E. Quayle CEO Designate/Company Secretary appointed 6 December 2006
(ii)
Executives
R.G. Udovenya Director (non-executive) appointed on 15 June 2006
S.G. Poke Director (non-executive) appointed on 15 June 2006
D.G. Turnbull Executive Director (executive) appointed on 26 May 2006
B.R. Hochwimmer Executive Director (executive) appointed on 26 May 2006
C.J. Bain Chairman (non-executive) appointed on 26 May 2006

(i) Compensation Policy

The Board of Directors of Dart Mining NL is responsible for determining and reviewing compensation arrangements for the directors and executives. The Board's remuneration policy is to ensure that the remuneration package properly reflects the person's duties and responsibilities, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executives. Such officers will be given the opportunity to receive their base emolument in a variety of forms, including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost to the company.

To assist in achieving these objectives, the Board links the nature and amount of executive officers' emoluments to the company's financial and operational performance. All directors and executives will have the opportunity to qualify for executive options under an Executive Share Option Plan which will provide incentives where specified performance criteria are met. The plan has not yet been formalised by the Board.

Service Contracts are entered into with Executive Directors and Specified Executives. The employment contracts with the Executive Directors are terminable by either the Company or the Executive by the giving of six month's notice. The current employment contract with the Chief Executive Officer (CEO) runs until its termination date of 6 December 2008, unless terminated by the CEO or by the Company either of whom may give four weeks notice. Contracts do not provide for any additional termination benefits.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 21. Key Management Personnel Remuneration (continued)

(ii) Compensation of Key Management Personnel

The aggregate compensation made to key management personnel of the company and the Group is set out below:

Consolidated Company
2007
2006
2007 2006
\$ \$ \$ \$
Short-term employee benefits 368,389 - 368,389 -
Post-employment benefits - - - -
Share-based payment 30,865 - 30,865 -
399,254 - 399,254 -

The compensation of each member of the key management personnel of the Group is set out below:

Short Term Post Employment Share Based
Payment
Total
Salary & Fees Superannuation Options
\$ \$ \$ \$
Directors
C.J. Bain 2007 6,986 - - 6,986
2006 - - - -
B.R.Hochwimmer1 2007 149,250 - - 149,250
2006 - - - -
D.G.Turnbull 2 2007 149,250 - - 149,250
2006 - - - -
S.G.Poke 2007 4,890 - - 4,890
2006 - - - -
R.G.Udovenya 2007 4,890 - - 4,890
2006 - - - -
Other key management personnel
J E Quayle 3 2007 53,123 - 30,865 83,988
2006 - - - -
368,389 - 30,865 399,254

1 Under the terms of his contract the Executive Director's salary was paid to B Hochwimmer and Associates Pty Ltd, a company which is controlled by Bernhard Hochwimmer.

2 Under the terms of his contract the Executive Director's salary was paid to North East Geological Contractors Pty Ltd, a company which is controlled by Dean Turnbull.

3 Under the terms of his contract the Chief Executive Officer's consulting fees were paid to J E Quayle ABN 84 414 709 215.

(c) Remuneration Options: Granted and vested during the year

As disclosed in Note 21(e), 1,000,000 options were issued during the year but no options were vested during the year.

(d) Share issued on exercise of remuneration options

No shares were issued on the exercise of remuneration options during the year.

(e) Option holdings of Directors and other key management personnel

Unlisted options held by associates of Directors and by an Executive. Details of options are contained in Note 22.

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 21. Key Management Personnel Remuneration (continued)

Balance
1 July
2006
Granted as
remuneration
Options
Exercised/
(Lapsed)
Net Change
Other
Balance
30 June 2007
Vested and
exercisable at
30 June 2007
Directors
C.J. Bain - - - 400,000*1 400,000 -
R.G. Udovenya - - - 400,000*1 400,000 -
Other key management
personnel
J.E. Quayle - 1,000,000 - - 1,000,000 -
Total - 1,000,000 - 800,000 1,000,000 -

*1options in which Messer's Bain & Udovenya hold an indirect interest

(f) Shareholdings of Key Management Personnel

Ordinary Shares held in
Dart Mining NL
Balance
1 July
2006
Granted as
remuneration
Purchased in
IPO or
subsequently
on-market
Net Change
Other
Balance
30 June 2007
No. No. No. No. No.
Directors
C.J. Bain
1 - 150,000 606,665*1 756,666
B.R. Hochwimmer 1 - - 4,499,999*1 4,500,000
D.G. Turnbull 1 - - 4,499,999*1 4,500,000
S.G. Poke - - 252,500 3,500,000*1 3,752,500
R.G. Udovenya - - - 200,000*1 200,000
Other key management
personnel
J.E. Quayle - - 20,000 130,000*1 150,000
Total 3 - 422,500 13,436,663 13,859,166

*1 these are ordinary shares issued pre-IPO

All equity transactions with directors and other key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm's length.

Note 22. Auditors' Remuneration Consolidated Company
2007
\$
2006
\$
2007
\$
2006
\$
Amounts received or due and receivable by
Deloitte Touche Tomatsu for:
ƒ
Provision of services for IPO Prospectus
ƒ
audit or review of the financial statements of the
14,369 - 14,369 -
entity and any other entity in the economic entity 20,000 - 20,000 -

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 23. Related Party Disclosures

(a) The Directors during the financial year were:

Current Directors

Christopher John Bain (appointed 26 May 2006) Bernhardt Rupert Hochwimmer (appointed 26 May 2006) Dean George Turnbull (appointed 26 May 2006) Stephen Gary Poke (appointed 15 June 2006) Richard Glenn Udovenya (appointed 15 June 2006)

  • (b) Information on remuneration and retirement benefits of Directors is disclosed in Note 21.
  • (c) Directors' shareholding

At year end, the current Directors held directly and indirectly, 14,029,166 ordinary shares (2006: 3), 6,853,332 partly-paid shares (2006: nil) and 800,000 options (2006: nil) in the Company.

Directors acquired the following shares and options during the year:

  • Mr C.J. Bain has a beneficial interest in 250,000 shares acquired on 28 July 2006 at 5 cents, 756,666 shares acquired on 18 October 2006 at 7.5 cents, sold 130,000 shares on 3 January 2007 at 7.5 cents to the CEO designate, subscribed for 100,000 shares at 20 cents in the IPO, and purchased 50,000 shares on market on 10 May 2007. He also acquired a beneficial interest in 503,332 partly-paid shares (9 cents payable) on 18 October 2006 and indirectly holds 400,000 options granted on 18 October 2006.
  • Mr B.R. Hochwimmer was allotted 4,499,999 shares on 28 July 2006. He also acquired 2,250,000 partly-paid shares (9 cents payable) on 18 October 2006.
  • Mr D.G. Turnbull was allotted 4,499,999 shares on 28 July 2006. He also acquired 2,250,000 partly-paid shares (9 cents payable) on 18 October 2006.
  • Mr S.G. Poke was allotted 3,500,000 shares on 28 July 2006 and subscribed for a further 252,500 shares at 20 cents under the prospectus dated 14 March 2007. He also acquired 1,750,000 partly-paid shares (9 cents payable) on 18 October 2006.
  • Mr R.G. Udovenya acquired 200,000 shares on 18 October 2006 at 7.5 cents, and a further 100,000 partlypaid shares (9 cents payable) on 18 October. He also holds indirectly 400,000 options granted on 18 October 2006.
  • (d) Other related party transactions:

There were no related party transactions other than those described in Note 23(f).

(e) Ultimate Parent:

Dart Mining NL is the ultimate Australian parent company.

(f) Other transactions and balances with Key Management Personnel:

Legal services at normal commercial rates totalling \$89,968 (2006: \$nil) were provided by ResourcesLaw International, of which Richard Udovenya is a partner, prior to the listing of the Company on 10 May 2007. At year end an amount of \$89,968 remained outstanding (2006: \$nil).

Non-legal advisory services at normal commercial rates totalling \$41,250 (2006: \$nil) were provided by LAH Securities Pty Ltd, of which Richard Udovenya is a director, prior to the listing of the Company on 10 May 2007. At year end an amount of \$41,250 remained outstanding (2006: \$nil).

Corporate advisory services at normal commercial rates totalling \$11,582 (2006: \$nil) were provided by Investor Resources Services Ltd of which Chris Bain is a director, prior to the listing of the Company on 10 May 2007. At year end no amount remained outstanding (2006: \$nil).

Corporate advisory services at normal commercial rates totalling \$109,500 (2006: \$nil) were provided by Investor Resources Finance Ltd of which Chris Bain is a director, prior to the listing of the Company on 10 May 2007. At year end no amount remained outstanding (2006: \$nil).

Notes to the Financial Statements for the financial year ended 30 June 2007

Note 24. Financial Instruments

(a) Interest Rate Risk Management

The Group is currently unexposed to interest rate risk as it holds no amounts of borrowed funds. The consolidated entity's exposure to interest rate risk and the weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:

Consolidated

Fixed interest maturing in:
2007 Note Weighted
average
interest rate
Floating
interest
rate
\$
1 year or less
\$
1 year or
more
\$
Non-interest
bearing
\$
Total
\$
Financial assets
Cash and deposits 16(b) 5.8% 1,794,896 2,520,000 - - 4,314,896
Receivables 5 N/A - - - 173,496 173,496
1,794,896 2,520,000 - 173,496 4,488,392
Financial liabilities
Payables 13 N/A - - - 390,840 390,840
Net financial assets/(liabilities) 1,794,896 2,520,000 - (217,344) 4,097,552
2006
Financial assets
Cash and deposits 16(b) N/A - - - 3 3
Receivables 6 N/A - - - - -
- - - 3 3
Financial liabilities
Payables 13 N/A - - - - -
Net financial assets/(liabilities) - - - 3 3

N/A – not applicable for non-interest bearing financial instruments.

(b) Net Fair Values

All financial assets and liabilities have been recognised at the balance date at lower of cost and realisable value which approximates their net fair value.

(c) Liquidity Risk Management

The responsibility for liquidity risk management rests with the board of directors. The Group manages liquidity risk by maintaining adequate reserves, banking facilities, and through the continuous monitoring of budgeted and actual cash flows.

(d) Credit Risk Management

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 of those assets, net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements.

The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.

Note 25. Contingent Liabilities and Contingent Assets

No contingent liabilities or contingent assets existed at the reporting date except under tenement licences in Victoria and NSW where the controlled entity is required to rehabilitate each licence area to its original state prior to any exploration works.

ASX ADDITIONAL INFORMATION

Additional information required by the Australian Securities Exchange Ltd Listing Rules and not disclosed elsewhere in this report is as follows. The information is current as at 31 August 2007.

TWENTY LARGEST SHAREHOLDERS

</rd<></tesaneer<>
Name of Holder Percentage No. of Shares
of Issued Ordinary Escrowed – not
Capital Shares Held quoted on ASX
1 North East Geological Contractors Pty Ltd 10.53% 4,500,000 4,500,000
2 Tesaneer Pty Ltd 8.19% 3,500,000 3,500,000
3 B Hochwimmer and Associates Pty Ltd <atf hochwimmer<="" td="">7.89%3,375,0003,375,000 7.89% 3,375,000 3,375,000
Superannuation Fund>
4 ANZ Nominees Ltd 7.02% 3,000,000
5 Eagle Eye Metals Limited 2.34% 1,000,000
6 Archer Trading NZ LTD 1.75% 750,000
7 Saracen Mineral Holdings Limited 1.75% 747,500 412,500
8 B Hochwimmer and Associates Pty Ltd 1.32% 562,500 562,500
9 BR and LR Hochwimmer 1.32% 562,500 562,500
10 Philip Securities Pty Ltd 1.26% 540,000
11 Beronia Investments Pty Ltd 1.17% 500,000
12 Mr. Robert David Boyd & Mrs. Sonia Anne Stafford
<rd< td="">
1.17%500,000 1.17% 500,000
Boyd Superfund A/C>
13 Dahele Pty Ltd 1.17% 500,000
14 Security & Equity Resources Ltd 1.17% 500,000
15 Mr. John Andrew Elliott 1.05% 450,000
16 Inhowse Pty Ltd 0.92% 393,000
17 Minadco Pty Ltd 0.83% 356,666 222,916
18 Mr. Kevin Wayne Gray 0.64% 275,000
19 Mr. Stephen Gary Poke + Mrs Denise Margaret Poke <tesaneer< td="">0.59%252,500 0.59% 252,500
Super Fund A/C>
20 Bruce Birnie Pty Ltd 0.58% 250,000

SHARES ON ISSUE AT 30 JUNE 2007 42,750,000 ordinary fully paid

8,750,000 partly-paid shares (9c payable)

SUBSTANTIAL SHAREHOLDERS

Substantial shareholders as advised to the Company are set out below:

Name No. of Ordinary Percentage of Partly-paid Shares
Shares Issued Capital (9c payable)
B.R. Hochwimmer 4,500,000 10.53% 2,250,000
D.G. Turnbull 4,500,000 10.53% 2,250,000
S.G. Poke 3,752,500 8.78% 1,750,000

ASX ADDITIONAL INFORMATION

DISTRIBUTION OF MEMBER HOLDINGS

Ordinary Shares
Size of Holding No. of Holders No. of Shares
1 – 1,000 1 14
1,001 – 5,000 64 234,636
5,001 – 10,000 194 1,886,865
10,001 – 100,000 285 11,143,169
100,001 and over 59 29,485,316
Total Holders 603 42,750,000

The number of security investors holding less than a marketable parcel of 3,334 securities (15 cents on 31/08/07) is 31 and they hold a combined total of 76,222 securities.

Bonus Options
Size of Holding No. of Holders No. of Options
1 – 1,000 6 5,169
1,001 – 5,000 249 1,075,646
5,001 – 10,000 83 677,682
10,001 – 100,000 199 6,061,260
100,001 and over 40 16,355,251
Total Holders 574 24,175,008

The number of security investors holding less than a marketable parcel of 8,065 securities (6.2 cents on 31/08/07) is 302 and they hold a combined total of 1,404,147 securities.

Partly-Paid Shares
Size of Holding No. of Holders No. of Partly-Paid Shares
1 – 1,000 - -
1,001 – 5,000 - -
5,001 – 10,000 - -
10,001 – 100,000 10 800,000
100,001 and over 13 8,075,000
Total Holders 23 8,875,000

VOTING RIGHTS

All shares carry one vote per share without restriction.

OPTIONS ON ISSUE

As at 31 August 2007, a total of 24,175,008 options, of which 21,375,008 are listed on the Australian Securities Exchange, remain outstanding as follows:

  • 21,375,008 listed options exercisable on or before 31 May 2010 at an exercise price of 20 cents each.
  • 800,000 unlisted options exercisable on or before 31 December 2010, subject to ASX escrow until 9 May 2009, at an exercise price of 20 cents each;
  • 1,000,000 unlisted options exercisable on or before 31 December 2010, subject to ASX escrow until 9 May 2009, at an exercise price of 20 cents each;

In addition, 1,000,000 unlisted executive options exercisable at 20 cents have been issued to the executive John Quayle. These executive options vest in two tranches of 500,000 on 6 December 2007 and 6 December 2008, but are subject to ASX escrow until 9 May 2009, are not transferable and are exercisable at any time during the employment of the executive and for 3 months after the executive ceases employment, or 31 December 2010, whichever is the earlier, after which time they lapse.

ASX ADDITIONAL INFORMATION

TENEMENT SCHEDULE

Tenement Number Licensed Holder Name & Region of
Subject of Licence
Area km2 Current
Beneficial
Interest
EL4724 Dart Mining NL Buckland, north-east Victoria
including Fairleys prospect
352 100%
EL4726 Dart Mining NL Dart, north-east Victoria
including Mountain View and
Mt Elliot prospects
1220 100%
EL6172 Dart Resources
Pty Ltd
Tooma, New South Wales 120 100%1

Notes

  • (1) Dart Resources Pty Limited owns 100% of these licences. Dart Resources is a 100% owned subsidiary of Dart Mining NL.
  • (2) On 30 October 2007, EL 4724 & 4726 will be subject to a statutory reduction to no more than 40% of the original size held

TENEMENT APPLICATIONS in progress

Tenement
Application
Number
Applicant Name & Region of
Subject of Licence
Area km2 Current
Beneficial
Interest
ELA5058 Dart Mining
NL
Cudgewa, north-east Victoria
abutting Dart EL
558 100%
ELA5059 Dart Mining
NL
Koetong, north-east Victoria 524 100%