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DEVELOP GLOBAL LIMITED Annual Report 2007

Sep 27, 2007

64801_rns_2007-09-27_9be02a1d-cb3e-4b70-b563-d81c3788966b.pdf

Annual Report

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ABN: 28 122 180 205

JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES

Financial Report For the Period 13 October 2006 to 30 June 2007

TABLE OF CONTENTS

Corporate Governance Report 2
Directors' Report 5
Auditor's Independence Declaration 11
Financial Statements 12
Notes to the Financial Statements 16
Directors' Declaration 27
Independent Audit Report 28
Shareholder Information 30
Corporate Directory 33

1

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT

A review of the Company's 'Corporate Governance Framework' is performed on a periodic basis to ensure that it is relevant and effective in light of the changing legal and regulatory requirements. The Board of Directors ('the Board') continues to adopt a set of Corporate Governance Practices and a Code of Conduct appropriate for the size, complexity and operations of the Company and its subsidiaries.

Unless otherwise stated all Policies and Charters meet the ASX Corporate Governance Council's Best Practice Recommendations. All Charters and Policies are available from the Company.

Role of the Board and Management

The Board's role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

The Board's responsibilities are detailed in its Board Charter and cover the following broad categories:

  • 1 Leadership of the organisation

  • 2 Strategy formulation

  • 3 Overseeing planning activities

  • 4 Shareholder liaison

  • 5 Monitoring, compliance and risk management

  • 6 Company finances

  • 7 Human resources

  • 8 Ensuring the health, safety and well-being of directors, Officers and Contractors

  • 9 Delegation of authority

  • 10 Remuneration policy

  • 11 Nomination policy

Structure and Composition of the Board

The Board has been formed so that it has an effective mix of personnel, committed to adequately discharging their responsibilities and duties and being of value to the Company.

The names of the Directors, their independence under the ASX Corporate Governance Council's Best Practice Recommendations, qualifications and experience are stated in the Directors' Report on page 5 to 6.

The Board believes that the interests of all Shareholders are best served by:

  • Directors having the appropriate skills, experience and contacts within the Company's industry;

  • The Company striving to have a balance between the overall number of directors and the number of directors being independent as defined in the ASX Corporate Governance Guidelines;

  • Some major Shareholders being represented on the Board.

At present there is not a majority of the Directors classified as being 'Independent'. The number of Independent Directors on the Board will increase as the Company develops and grows, and the Board believes that it can attract appropriate Independent Directors with the necessary industry experience.

However, where any Director has material personal interest in a matter and, in accordance with the Corporations Act 2001, the Director will not be permitted to be present during discussion or to vote on the matter. The enforcement of this requirement aims to ensure that the interest of Shareholders, as a whole, is pursued and that their interest or the Director's Independence is not jeopardised.

Directors collectively or individually have the right to seek independent professional advice at the Company's expense, up to specified limits, to assist them to carry out their responsibilities. All advice obtained is made available to the full Board.

2

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT

The Company has a duly constituted Remuneration and Nomination Committee consisting of the full board of the Company, with the Committee Chairman being an Non-Executive Director. Due to the current compostion of the full board, it is not possible to meet the recommendation to have a minimum of three Non-Executive Directors, with the majority being independent. The current members of the Committee as at the date of this report are detailed in the Directors' Report on page 5.

The Committee holds a minimum of one meetings a year. Details of attendance of the members of the Remuneration and Nomination Committee are contained in the Directors' Report on page 9.

Ethical and Responsible Decision-Making

As part of its commitment to recognising the legitimate interests of Stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate Stakeholders.

The Company has a share trading policy that regulates the dealings by Directors, Officers and Employees, in shares, options and other securities issued by the Company.

The policy has been formulated to ensure that Directors, Officers, Employees and Consultants who work on a regular basis for the Company are aware of the legal restrictions on trading in Company securities while in possession of unpublished price-sensitive information.

The Committee holds a minimum of two meetings a year. Details of attendance of the members of the Audit, Risk & Compliance Committee are contained in the Directors' Report on page 9.

Timely and Balanced Disclosure

The Board has designated the Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with ASX Listing Rules the Company immediately notifies the ASX of information concerning the Company:

  • 1 that a reasonable person would or may expect to have a material effect on the price or value of the Company's securities; and

  • 2 that would, or would be likely to influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's securities.

Rights of Shareholders

The Company respects the rights of its Shareholders, and to facilitate the effective exercise of the rights, the Company is committed to:

  • 1 Communicating effectively with Shareholders through ongoing releases to the market via ASX information and General Meetings of the Company;

  • 2 Giving Shareholders ready access to balanced and understandable information about the Company and Corporate Proposals;

  • 3 Making it easy for Shareholders to participate in General Meetings of the Company; and 4 Requesting the External Auditor to attend the Annual General Meeting and be available to answer Shareholder's questions about the conduct of the audit, and the preparation and content of the Auditor's Report.

Any Shareholder wishing to make inquiries of the Company is also able to contact the registered office of the Company. All public announcements made by the Company can be obtained from the ASX website.

Recognised and Manage Risk

The Audit, Risk and Compliance Committee has established a policy for risk oversight and management within the Company. This is periodically reviewed and updated.

3

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CORPORATE GOVERNANCE REPORT

The CEO and CFO have given a statement to the Board that:

  • a) In accordance with 'Best Practice Recommendation 4.1', that the Financial Statements are founded on a sound system of risk management and internal compliance and control which implements the Policies adopted by the Board; and

  • b) The Company's 'Risk Management and Internal Compliance and Control System', in so far as it relates to financial risk, is operating effectively in all material aspects.

Encourage Enhanced Performance

A 'Performance Evaluation Policy' has been established to evaluate the performance of the Board, individual Directors and Executive Officers of the Company. The Audit, Risk and Compliance Committee is responsible for conducting evaluations on an annual basis in line with these policy guidelines.

During the reporting period the Board and individual performance evaluation were conducted on an informal basis which provided valuable feedback for future development.

During the year, all directors have full access to all Company records and receive Financial and Operational updates on a regular basis.

All new Directors undergo an induction program.

Remunerate Fairly and Responsibly

The Company has adopted a Remuneration and Nomination Committee to administer the Company's remuneration policy. The Committee is responsible for:

  • Setting the remuneration and conditions of service for all Executive and Non-Executive Directors, Officers and Employees of the Company; The aggregate of Non-Executive and remuneration being approved by Shareholders at general Meetings of the Company from time to time.

  • Approving the design of Executive & Employee incentive plans (including equity-based plans) and proposed payments or awards under such plans;

  • Reviewing performance hurdles associated with incentive plans;

    • Consulting appropriately qualified Consultants for advice on remuneration and other conditions of service as deemed necessary;
  • Succession planning for Senior Executive Officers; and

  • Performance assessment of Senior Executives Officers.

The Company is committed to remunerating its Senior Executives in a manner that is market-competitive and consistent with 'Best Practice' as well as supporting the interests of Shareholders. Senior Executives may receive a remuneration package based on fixed and variable components, determined by their position and experience. Shares and/or Options may also be granted based on an individual's performance, with those granted to Directors subject to Shareholder approval.

Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders. Non-Executive Directors are entitled to statutory superannuation, but no other retirement benefits, if applicable. Non-Executive Directors do not receive performance based bonuses and do not participate in Equity Schemes of the Company without prior Shareholder approval.

Current remuneration is disclosed in the Remuneration Report contained in the Directors' Report on page 7 to 9 and in Note 5 Key Mangement Personnel Compensation on page 19.

Legitimate Interests of Stakeholders

The Board acknowledges the legitimate interests of various stakeholders such as Employees, Clients, Customers, Government Authorities, Creditors and the Community as a whole. As a good Corporate Citizen, it encourages compliance and commitment to appropriate corporate practices that are fair and ethical via its 'Code of Conduct Policy'.

4

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

Your Directors present their report on the Company and its controlled entities for the financial year ended 30 June 2007. The Company was incorporated on 13 October 2006. Therefore the financial year was the period from 13 October 2006 to 30 June 2007.

Directors

The name and details of the Company's Directors in office during the period and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Charles Morgan Non-Executive Chairman Non-Executive Chairman appointed 21 December 2006
Ayaz Khan Managing Director appointed 13 October 2006
Cyril Geach appointed 30 January 2007
Executive Exploration Director
Gregory Barnes appointed 13 October 2006 (resigned 31 January 2007)
Executive Exploration Director
Alvin Tan Non-Executive Director appointed 13 October 2006 (resigned 13 November 2006)
Kevin Nichol Non-Executive Chairman appointed 24 October 2006 (resigned 14 December 2006)
Information on Directors
Charles Morgan Non-Executive Chairman
Appointed to the Board 21-December-2006
Experience Mr Morgan, is a resources executive who has been involved in a wide range of ventures
around the globe. In the energy sector, he is a founder of Hercules Energy Pty Ltd,
Wildhorse Energy Limited, Alto Energy International Limited (now Grand Gulf Energy
Limited), Matra Plc, Elixir Petroleum Limited, Nido Petroleum Limited, West Oil NL and
Fusion Oil & Gas Plc.
Interest in Shares and Options1 1,500,000 Ordinary Shares ( Indirectly held) 1,200,000 Options (Indirectly held)
Committees Chairman
of
the
Audit,
Risk
&
Compliance Committee
and
Chairman
of
the
Remuneration & Nomination Committee
Directorships held in other listed entities Nido Petroleum Limited (resigned 17 May 2005)
Grand Gulf Energy Limited (appointed 19 January 2006)
Commoditel Limited (resigned 6 July 2006)
Ayaz Khan Managing Director
Appointed to the Board 13-October-2006
Experience Mr Khan, has been involved in corporate and commercial ventures for over 20 years.
Since 1999, he worked as a private consultant in corporate and private client advisory
roles for several broking houses in both Perth and Sydney. Mr Khan has been involved
with raising capital for a number of ASX listed companies, and several mergers and
acquisitions. He brings to the Board many years of market knowledge and extensive
contacts in the corporate and broking sector.
Interest in Shares and Options1 4,585,001 Ordinary Shares (Directly held) 2,237,062 Options (Directly held)
Committees Member of the Audit, Risk & Compliance Committee and Member of the Remuneration &
Nomination Committee
Directorships held in other listed entities None
Cyril Geach Executive Exploration Director
Appointed to the Board 30-January-2007
Qualifications Bachelor of Science (Hon), a member of the Australian Institute of Geoscientists
Experience Mr Geach, has been involved in the geology, mining and exploration industry throughout
Australia and overseas, covering gold, diamonds, base metals, precious metals and
alluvial deposits. In the 1990s, Mr Geach was a founding director of three ASX listed
companies, Quicksilver Resources NL (as managing director), Carnegie Minerals NL (as
technical and managing director) and Livingstone Resources NL (as technical director).
Mr Geach has also worked for Anglo American Limited, De Beers Australia Limited and
the Magnet Group. In the 1980s, he was a director of Gem Exploration and Minerals Ltd
and Monarch Petroleum NL.
Interest in Shares and Options1 500,000 Ordinary Shares (400,000 directly held and 100,000 indirectly held)
950,000 Options (820,000 directly held and 130,000 indirectly held)
Committees Member of the Audit, Risk & Compliance Committee and Member of the Remuneration &
Nomination Committee
Directorships held in other listed entities None
Gregory Barnes Executive Exploration Director
Appointed to the Board 13-October-2006
Resigned 31-January-2007

5

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

Alvin Tan — Non-Executive Director Appointed to the Board — 13-October-2006 Resigned — 13-November-2006 Kevin Nichol — Non-Executive Chairman Appointed to the Board — 24-October-2006 Resigned — 14-December-2006

Note:

  1. Interest in Shares and Options refer to the relevant interest of each Director in the shares or options over shares issued by the companies within the economic entity and other related body corporate as notified by the Directors to the Australian Stock Exchange in accordance with s205G(1) of the Corporations Act 2004, as at the date of this report.

Company Secretary

Phillip Hains, has served as the Company's Company Secretary since 13 October 2006.

Mr Hains is a Chartered Accountant operating a specialist public practice, The CFO Solution. The CFO Solution is focused on providing back office support, financial reporting and compliance systems for listed public companies. A specialist in the public company environment, Mr Hains has served the needs of a number of company boards of directors and related committees. He has over 20 years' experience in providing businesses with accounting, administration, compliance and general management services. He holds a Masters of Business Administration from RMIT and a Public Practice Certificate from the Institute of Chartered Accountants.

Corporate Structure

Jutt Holdings Limited is a Company limited by shares that is incorporated and domiciled in Australia. It has two subsidiaries incorporated in Australia, Jutt Resources Pty Ltd and Juranium Limited. Jutt Holdings Limited owned a 100% interest in all subsidiaries as at 30 June 2007.

Principal Activities

The principal activity of the economic entity during the period was resources exploration, focusing on several base and precious metals resources.

Likely Developments

Likely developments in the operations of the consolidated group and the excepted results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the consolidated group.

Results and Review of Operations

Results

For the period ending 30 June 2007, the loss attributable to members of the economic entity is $(770,126).

Review of Operations

The company was incorporated on 13 October 2006 and issued a prospectus for the issue of 20 million fully paid ordinary shares at $0.20 to raise $4m and list on the ASX, which was achieved on 26 April 2007. Since listing the company has announced to the ASX exploratory activities on the Liberty-Indee Project tenements and a farmin agreement on Tay-Munglinup project.

Since year end the company further progressed with:

  • the completion an underwritten rights issue of 34,784,237 options on a four for fiive basis at $0.01 per option to raise $347,842 to fund additional activities,

  • signed a landmark heritage agreement on its Liberty Indee Project with the Ngarluma Aboriginal Corporation,

  • flown or commenced with three airborne electromagnetic surveys at its Onslow, Liberty Indee and Tay-Munglinup Projects and

    • released initial results of high grade rock sampling from the Liberty-Indee project.

At the 30th June 2007 the Company had 43,480,297 Fully Paid Ordinary Shares and 1,957,148 Options issued over shares.

As at 30th June 2007 the Economic Entity held cash reserves of $2,971,891.

Employees

The Company employed 2 employees as at 30 June 2007.

Loss Per Share

Basic loss per share 5.40 cents

Share Options on Issue

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

Unlisted options
Unlisted options
Unlisted options
Listed options
22-Apr-11
Expiry date
Exercise price
$0.20
$0.20
30-Nov-10
$0.30
10-Oct-08
$0.20
31-Jul-09
Number under option
22-Apr-08
300,000
-
Escrow period
22-Apr-08
500,000
1,457,148
-
34,784,237
37,041,385

6

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

Dividends

The Directors did not pay or declare any dividends during the period. The Directors do not recommend the payment of a dividend in respect of the period.

Shares Issued as a Result of the Exercise of Options

During the period 13 October 2006 to 30 June 2007 no ordinary shares of Jutt Holdings Limited were issued as a result of the exercise of options.

Significant Changes in State of Affairs

In the opinion of the Directors, there were no significant changes in the state of affairs of the economic entity during the period under review not otherwise disclosed in this Annual Report.

After Balance Date Events

On 6 July 2007, Juranium Limited, a fully owned subsidiary of the Company issued performance based shares to Executive Exploration Director Cyril Geach. The share issue was approved by shareholder of Juranium Limited. Juranium Limited is now owned 91% by Jutt Holdings Limited and 9% by Cyril Geach.

On 1 August 2007, the Company lodged a prospectus to offer its shareholders the right to participate in a non-renounceable entitlement issue of 4 options for every 5 shares held at an issue price of one cent per option at a 20 cent exercise price expiring on 31 July 2009. The entitlement issue was completed on 10 September 2007 raising $347,842 before costs. The purpose of the entitlements issue is to raise funds for initial exploration on the Tay-Munglinup Tenements.

On 21 August 2007, the Company issued 400,000 Fully Paid Ordinary Shares and 300,000 Unlisted Options to Minemakers Limited pursuant to the Tay-Munglinup Deed disclosed in Note 20 to Financial Statements on page 23. The exercise price of the Options is 30 cents expiring on 10 October 2008.

Environmental Issues

The economic entity’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. the Directors are not aware of any material breaches during the period.

REMUNERATION REPORT

This report details the nature and amount of remuneration for the Key Management Personnel of the economic entity.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.

The Key Management Personnel of Jutt Holdings Limited during the period includes the Directors and Company Secretary as per page 5 to 6.

The report has been set out under the following main headings: A. Remuneration Policy

B. Details of Remuneration For the Period 13 October 2006 to 30 June 2007

C. Equity Issued as Part of Remuneration For the Period 13 October 2006 to 30 June 2007 D. Employment contracts of Directors and Key Management Personnel E. Performance Income as a Proportion of Total Remuneration

A. Remuneration Policy

Remuneration of all Executive and Non-Executive Directors, Officers of the Company is determined by the Remuneration and Nomination Committee.

The Company is committed to remunerating Senior Executives and Executive Directors in a manner that is market-competitive, consistent with "Best Practice" and supports the interests of shareholders. Remuneration packages are based on fixed and variable components, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity.

Non-Executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

Remuneration Policy versus Company Financial Performance

The Company's remuneration policy has been based on industry practice rather than Company performance and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Company. Directors and Executives are fairly compensated for the extensive work they undertake.

Performance based Remuneration

The purposes of a performance bonus is to reward individual performance in line with Company objectives. Consequently, performance based remuneration is paid to an individual where the individual's performance clearly contributes to a successful outcome for the Company. This is regularly measured in respect of performance against key performance indicators (KPI's).

The Company uses a variety of KPI's to determine achievement, depending on the role of the executive being assessed. These include:

  • successful contract negotiations * completion of set milestones.

For details of performance based remuneration refer to Section E - Performance income as a proportion of total remuneration of the Remuneration Report on page 9.

7

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

B. Details of Remuneration for the Period 13 October 2006 to 30 June 2007

The Key Management Personnel of the economic entity includes the Directors and Company Secretary as per page 5 to 6.

The remuneration for each Director and each of the Key Management Personnel of the economic entity during the year was as follows:

Remuneration packages contain the following elements:

a) Short-term employee benefits - cash salary / fees, cash bonus, non-monetary benefits and other;

b) Post-employment benefits - including superannuation; and

c) Share-based payments - shares and options granted

Note
1
1
2
Gregory Barnes
Key Management Personnel
Phillip Hains
Directors
Cyril Geach
Charles Morgan
Ayaz Khan
Post-
employment
Total
Share-based payments
Short-term employee benefits
Cash
bonus
Non-
monetary
benefits
Super-
annuation
Options
$ $ $ $ $ -
-
-
-
73,000
-
-
1,728
-
20,925
-
-
1,728
4,375
56,300
-
-
-
-
9,545
-
-
-
-
80,000
-
4,545
19,197
26,000
19,197
-
55,000
-
5,000
-
40,000
40,000
$ $ 5,000
18,000
Cash salary and fees
$ Shares
Other
-
-
-
3,456
4,375
239,770
49,545
56,394
126,000
  1. The above Other fee refers to remuneration for providing consulting services to the Company.

  2. The above Other fee was paid to, The CFO Solution, a specialist chartered accounting firm, focusing on providing back office support, financial reporting and compliance systems for listed public companies, of which Mr Phillip Hains is Principal. Through the fees paid to The CFO Solution, Mr Hains was remunerated for his services as Company Secretary.

C. Equity Issued as Part of Remuneration for the Period 13 October 2006 to 30 June 2007

This section only refers to those shares and options issued as part of remuneration. As a result they may not indicate all shares and options held by a Director or Key Management Personnel.

The following table discloses the value of shares granted during the year:

Note
1
1
28-Jun-07
Key Management Personnel
22-Dec-06
25-Jan-07
06-Feb-07
Directors
Grant Date
Charles Morgan
Cyril Geach
Gregory Barnes
Mr Phillip Hains
0.200
1,946,154
200,000
500,000
0.010
400,000
0.065
846,154
0.065
No
$ Value per shares
at grant date
Shares Granted

40,000



55,000
$ 26,000
5,000

Value of Shares
included in
remuneration for the
year
126,000

Note:

  1. Shares Granted to Directors were sign-on fees forming part of their remuneration.

The following table discloses the value of options granted, exercised, sold or lapsed during the year:

Options Granted Options Exercised Options Lapsed Value of Options yet to Value of Options Percentage of
be Expensed included in Total
remuneration for Remuneration
Value at Grant Date Value at Exercise Value at time of the year for the Year that
Price Lapse Consisted of
Options
$ $ $ $ $ %
Directors
Cyril Geach 70,000 - - 65,625 4,375 8%

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying shares, the expected dividend yield and the risk free interest rate for the term of the option.

The Model inputs for options granted during the period have been included in note 24(b) of the financial statements.

8

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

The following table discloses the movement in Directors and Key Management Personnel Options

Balance 01 July Granted as Options Options lapsed Balance 30 June 2006 Remuneration Exercised 2007 No. No. No. No. No. Directors Cyril Geach - 500,000 - - 500,000 Details of the Options Value per options Grant Date Expiring Date Exercise Price $ Date Exercisable at grant date $ 23-Apr-07 30-Nov-10 0.20 0.14 01-Jan-10

D. Employment Contracts of Directors and Key Management Personnel

The following Directors and Key Management Personnel were under contract at 30 June 2007.

Name Commencement
Date
Duration Termination
Notice
Requirements
Termination Term Termination
Benefits
Directors
Ayaz Khan 27-Apr-07 3 Years 3 Months Upon being unable to carry out the
duties and in serious breach of the
agreement
None
Cyril Geach 27-Apr-07 3 Years 3 Months Upon being unable to carry out the
duties and in serious breach of the
agreement
None
Key Management Personnel
Phillip Hains 13-Oct-06 3 Years 3 Months Expires upon notice of either party None

E. Performance Income as a Proportion of Total Remuneration

No performance based remuneration has been issued during the reporting period.

All executives are eligible to receive incentives whether through employment contracts or by the recommendation of the Board. Their performance payments are based on a set monetary value, set number of shares or options or as a portion of base salary. Therefore there is no fixed proportion between incentive and non-incentive remuneration.

Non-Executive directors are not entitled to receive bonuses and/or incentives.

Meetings of Directors

The following table sets out the number of Directors' meetings held during the period and the number of meetings attended by each director while they were a Director.

During the period, 18 Board meetings, 2 Audit Risk & Compliance Committee meetings and 1 Renumeration and Nomination Committee meeting was held.

Directors' Meetings Directors' Meetings Committee Meetings Committee Meetings Committee Meetings Committee Meetings
Audit,Risk & Compliance Remuneration & Nomination
Number
eligible to attend
Number
attended
Number eligible to
attend
Number
attended
Number
eligible to attend
Number
attended
Charles Morgan 10 10 2 2 1 1
Ayaz Khan 18 17 2 2 1 1
Cyril Geach 7 7 2 2 1 1
GregoryBarnes 12 12 - - - -
Alvin Tan 2 2 - - - -
Kevin Nichol 5 5 - - - -

Indemnities

No indemnities have been given or insurance premiums paid, during or since the year end of the financial year, for any person who is or has been an officer or auditor of the consolidated group.

Proceedings on Behalf of Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

9

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS' REPORT

Non-audit Services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the Group are important.

The following non-audit services were provided by the entity's auditor, Webb Audit Pty Ltd or associated entities.

The board of directors,in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services are reviewed by the Audit, Risk & Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor; and

• none of the services undermine the general principles relating to auditor independence as set out in APES 10 Code of Ethics for Professional Accountants.

Webb Audit Pty Ltd received or are due to receive the following amounts for the provision of non-audit services:

$

Due diligence investigations 6,600

Auditor’s Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 11.

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

==> picture [307 x 81] intentionally omitted <==

----- Start of picture text -----

Director
Ayaz Khan
Dated this 27th day of September 2007
----- End of picture text -----

10

==> picture [153 x 46] intentionally omitted <==

27 September 2007

The Board of Directors Jutt Holdings Limited Suite 1. 1233 High Street Road ARMADALE VIC 3143

Dear Board Members

AUDITOR’S INDEPENDENCE DECLARATION IN ACCORDANCE WITH SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF JUTT HOLDINGS LIMITED

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Jutt Holdings Limited.

As lead audit partner for the audit of the financial report of Jutt Holdings Limited for the period 13 October 2006 to 30 June 2007, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporation Act 2001 in relation to the

audit; and

  • (ii) any applicable code of professional conduct in relation to the review.

Yours sincerely

==> picture [126 x 91] intentionally omitted <==

Jeffrey Luckins Director Webb Audit Pty Ltd

Dated in Melbourne, Australia on this 27[th] day of September 2007

A member of the Webb Group Cnr Toorak & Auburn Roads Hawthorn East Vic 3123 Australia PO Box 185 Toorak Vic 3142 Australia Telephone +61 3 9822 8686 Facsimile +61 3 9824 8578 [email protected] www.webbgroup.com.au

Webb Audit Pty Ltd ABN 59 116 151 136

11

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 INCOME STATEMENT FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Revenue
2
Administrative expense
Corporate expense
3
Depreciation
3
Exploration & evaluation expense
1d
Impairment loss - goodwill
3
Loss before income tax
Income tax expense
4
Loss for the year
Overall Operations
Basic loss per share (cents per share)
7a
Diluted loss per share (cents per share)
7b
Note
2007
2007
$ $ 42,590
49,578
(129,581)
(114,408)
(239,434)
(231,556)
(584)
(413)
(385,509)
(344,456)
(57,608)
-
Economic Entity
Parent Entity
(770,126)
(641,255)
-
-
(770,126)
(641,255)
(5.40)
(5.40)

The accompanying notes form part of these financial statements.

12

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 BALANCE SHEET AS AT 30 JUNE 2007

ASSETS
CURRENT ASSETS
Cash and cash equivalents
8
Trade and other receivables
9
Other assets
14
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
9
Other financial assets
10
Plant and equipment
12
Exploration and evaluation costs
13
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
15
Financial liabilities
16
Provisions
18
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
18
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
19
Accumulated losses
TOTAL EQUITY
Note
2007
2007
$ $ 2,971,891
2,971,891
27,042
25,747
23,951
22,003
Economic Entity
Parent Entity
3,022,884
3,019,641
-
654,906
-
214,011
13,431
11,365
2,155,951
1,420,951
2,169,382
2,301,233
5,192,266
5,320,874
103,573
103,310
200,000
200,000
5,274
5,274
308,847
308,584
124
124
124
124
308,971
308,708
4,883,295
5,012,166
5,653,421
5,653,421
(770,126)
(641,255)
4,883,295
5,012,166

The accompanying notes form part of these financial statements.

13

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 CASH FLOW STATEMENT FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

CASH FLOWS RELATED TO OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
NET CASH FLOWS USED IN OPERATING ACTIVITIES
23a
CASH FLOWS RELATED TO INVESTING ACTIVITIES
Payment for purchases of plant and equipment
Payment for purchases of mining tenement
Payment for purchases of controlled entity, net of cash
acquired
23b
Loans to related entities
NET CASH FLOWS USED IN INVESTING ACTIVITIES
CASH FLOWS RELATED TO FINANCING ACTIVITIES
Proceeds from issues of securities
Capital raising costs
Proceeds from borrowings
Repayment of borrowings
NET CASH FLOWS FROM FINANCING ACTIVITIES
NET INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the year
8
CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
8
Note
2007
2007
$ $ (372,098)
(308,949)
42,590
41,532
Economic Entity
Parent Entity
(329,508)
(267,417)
(14,015)
(11,778)
(374,091)
(304,091)
86,529
-
-
(47,799)
(301,577)
(363,668)
4,040,030
4,040,030
(437,054)
(437,054)
30,000
30,000
(30,000)
(30,000)
3,602,976
3,602,976
2,971,891
2,971,891
-
-
2,971,891
2,971,891

The accompanying notes form part of these financial statements.

14

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note
19
19
Note
19
19
Shares issued net of costs
Balance at 13 October 2006
Parent Entity
Balance at 30 June 2007
Economic Entity
Loss for the period
Options issued
Balance at 30 June 2007
Loss for the period
Options issued
Shares issued net of costs
Balance at 13 October 2006
Issued Capital
Accumulated
Losses
Total Equity
$ $ $
-
-
-
5,445,045
-
5,445,045
208,376
-
208,376
-
(770,126)
(770,126)
5,653,421
(770,126)
4,883,295
Issued Capital
Accumulated
Losses
Total Equity
$ $ $
-
-
-
5,445,045
-
5,445,045
208,376
-
208,376
-
(641,255)
(641,255)
5,653,421
(641,255)
5,012,166

The accompanying notes form part of these financial statements.

15

JUTT HOLDINGS LIMITED ABN: 28 122 180 205

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 1 Statement of Significant Accounting Policies

The financial report of Jutt Holdings Limited for the period 13 October 2006 to 30 June 2007 was authorised for issue in accordance with a Directors' resolution on 27 September 2007. The financial report covers the economic entity of Jutt Holdings Limited and controlled entities, and Jutt Holdings Limited as an individual parent entity. Jutt Holdings Limited is a listed public Company, incorporated on 13 October 2006 and domiciled in Australia. Therefore the financial period was from 13 October 2006 to 30 June 2007.

Statement of Compliance

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

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

Basis of Preparation

Reporting Basis and Conventions

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

Accounting Policies

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

(a) Principles of Consolidation

A controlled entity is any entity Jutt Holdings Limited has the power to control the financial and operating policies so as to obtain benefits from its activities.

A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have a June financial year-end.

All inter-Company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

(b) Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

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

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

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

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

(c) Plant and equipment

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

Plant and equipment

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

Depreciation

Depreciation is provided on a straight-line basis on all plant and equipment over their useful lives to the Company commencing from the time the asset is held ready for use.

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

Class of Fixed Asset Depreciation Rate Plant and equipment 33%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(d) Exploration and Development Expenditure

Costs carried forward

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

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

16

JUTT HOLDINGS LIMITED ABN: 28 122 180 205

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Amortisation

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. (e) Provision for Restoration The Group records the present value of the estimated cost of legal and constructive obligations to restore operating locations in the period in which the obligations arises. The nature of the restoration activities includes the removal of infrastructure, abandonment of wells and restoration of affected areas. No provision for restoration work has been made at this stage. (f) Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assets Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arms length transactions, reference to similar instruments and option pricing models. Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement. (g) Acquisition of Assets The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their market price as at the acquisition date. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. A liability for restructuring costs is recognised as at the date of acquisition of an entity or part thereof when there is a demonstrable commitment to a restructuring of the acquired entity and a reliable estimate of the amount of the liability can be made. Where an entity or operation is acquired and the fair value of the identifiable net assets acquired, including any liability for restructuring costs, exceeds the cost of acquisition, the difference, representing a discount on acquisition, is accounted for by reducing proportionately the fair values of the non-monetary assets acquired until the discount is eliminated. Where, after reducing to zero the recorded amounts of the non-monetary assets acquired, a discount balance remains it is recognised as revenue in the income statement. (h) Impairment of Assets At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.

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

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

(i) Intangibles

Goodwill Goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. (j) Employee Benefits Wages and Salaries, Annual Leave and Sick Leave Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other creditors in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Superannuation The amount charged to the statement of financial performance in respect of superannuation represents the contributions paid or payable by the Company to the employees' superannuation funds.

Long Service Leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Employee Benefits on-costs

Employee benefit on-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.

17

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

(k) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(l) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. Interest income is recognised as it accrues.

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

(m) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(n) Goods and Services Tax (GST)

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

Receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

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

Critical accounting estimates and judgments

Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlyingassumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of AIFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

Note 2 Revenue



Note




12

13
Note
(a)
Income tax expense
Current tax
Deferred tax
(b)
The prima facie tax on loss from ordinary activities before tax is reconciled to the income tax as follows:
Profit/(loss) before tax
Income tax using the domestic corporation tax rate of 30%
Increase/(decrease) in income tax expense due to:
Non-deductible expenses
Deductible expenses
Tax losses not brought to account
16
Income tax expense
Directors' and consultants' fees
Note 4
Income Tax Expense
Corporate expense
Auditing & Taxation
Corporate expense
Travel expenses
Loss for the Year
Expenses
Note 3
Interest Received - related
Interest Received - other parties
Operating activities
Total operating revenue
Depreciation
Impairment loss - goodwill
Depreciation
Other Expenses
Economic Entity
Parent Entity
2007
2007
$ $ 42,590
41,532
-
8,046
42,590
49,578
Economic Entity
Parent Entity
2007
2007
$ $ 13,500
13,500
185,623
180,623
40,311
37,433
239,434
231,556
584
413
57,608
-
Economic Entity
Parent Entity
2007
2007
$ $ -
-
-
-
-
-
(770,126)
(641,255)
(231,038)
(192,377)
17,282
-
(26,883)
(26,883)
240,639
219,260
-
-

18

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

The Company has not recognised deferred income tax as it is not probable that sufficient taxable amounts will be available in future periods in which to be offset.

This future income tax benefit will only be obtained if:

— the economic entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; — the economic entity continues to comply with the conditions for deductibility imposed by tax legislation;

— no changes in tax legislation adversely affect the economic entity in realising the benefit

The Company has not consolidated for tax purposes.

Note 5 Key Management Personnel Compensation

(a) Key Management Personnel compensation

The Key Management Personnel of Jutt Holdings Limited consolidated group during the financial year has been disclosed in Directors Report on page 5 to 6.

The aggregate compensation made to Key Management Personnel of the Company and the Group is set out below:

Share-based payments
Short-term employee benefits
Post-employment benefits
Economic Entity
Parent Entity
2007
2007
$ $ 105,939
85,939
3,456
3,456
130,375
130,375
239,770
219,770

The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' Report. The relevant information can be found in the Remuneration Report on pages 7 to 9.

(b) Options and Rights Holdings

The number of options over ordinary shares in the Company held during the financial year by each director of Jutt Holdings Limited and other Key Management Personnel of the Group, including their personally related parties, are set out below. Details of Options granted as Compensation can be found in section C of the remuneration report in the Directors report.

report.
Balance at start of the year Granted as Options Net Change Other * Balance at Vested and Unvested
Compensation Exercised end of the exercisable
2007 year
Number Number Number Number Number Number Number
Directors
Cyril Geach - 500,000 - 50,000 550,000 - 550,000
  • Net change other refers to Options that have expired or been issued during the year under review, other than for remuneration, or traded on market.

(c) Shareholdings

The number of shares in the Company held during the financial year by each director of Jutt Holdings Limited and other Key Management Personnel of the Group, including their personally related parties, are set out below. Details of shares granted as compensation can be found in section C of the remuneration report in the Directors report.

Note
1
1
1
2
2
Key Management Personnel
Alvin Tan
Phillip Hains
Directors
Cyril Geach
Ayaz Khan
Charles Morgan
Gregory Barnes
2007
Balance at the
start of the
year
Received as
Compensation
Options
Exercised
Net Change
Other
Balance at the
end of the year
Number
Number
Number
Number
Number
-
846,154
-
653,846
1,500,000
-
-
-
4,575,001
4,575,001
-
400,000
-
100,000
500,000
-
500,000
-
-
500,000
-
-
-
1
1
-
200,000
-
20,000
220,000
-
1,946,154
-
5,348,848
7,295,002
  1. Net change other refers to shares purchased or sold during the financial year.

  2. Closing Balance at date of resignation.

(d) Loans to Key Management Personnel

There were no loans made to the Directors or other Key Management Personnel of the Group, including their personally related parties.

(e) Other transactions with Key Management Personnel

All transactions with related parties are made on normal commercial terms and conditions except where indicated.

An amount of $5,796 was owing to Seaspin Pty Limited, of which Mr Charles Morgan is a director, for lease of office space at 30 June 2007.

An amount of $58,191 was paid to Purple Communications, for communication services from Purple Communications, a company related to Mr Charles Morgan's spouse. Amounts owing to Purple Communications at 30 June 2007 were $1,156.

Ayaz Khan provided $10,000 unsecured, interest free and repayable on demand loan to Jutt Holdings Limited. This amount was fully repaid during the year.

Alvin Tan provided $20,000 unsecured, interest free and repayable on demand loan to Jutt Holdings Limited. This amount was fully repaid during the year. Alvin Tan was paid $30,000 for providing consulting services to Jutt Holdings Limited for the financial year after he resigned as Director.

There were no further transactions with Key Management Personnel not disclosed above.

19

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 6 Auditors’ Remuneration

Remuneration of the auditor of the parent entity for:


(a)
(b)
(c)
(d)
Note
27a
Note
27a

26d
Note

23b
(a)
Percentage Owned (%)
2007
100
100
wholly-owned entities
Cash and Cash Equivalents
year used in calculating basic EPS
Note 8
Note 9
Trade and Other Receivables
NON-CURRENT
auditing or reviewing the financial report
Amounts receivable from:
Basic loss per share (cents)
Diluted loss per share (cents)
Loss per Share
Note 7
Weighted average number of ordinary shares outstanding during the
Trade receivables
due diligence services
Net loss used in the calculation of basic loss per share and diluted loss per share
Note 10
Other Financial Assets
shares in controlled entities
Australia
Subsidiaries of Jutt Holdings Limited:
Jutt Resources Pty Ltd
Australia
Juranium Limited
CURRENT
Country of Incorporation
Note 11
Controlled Entities Consolidated
Controlled Entities*
Parent Entity:
Australia
Jutt Holdings Limited
Unlisted investments, at cost
NON CURRENT
Cash at bank
Economic Entity
Parent Entity
2007
$ 2007
$ 12,000
12,000
6,600
6,600
18,600
18,600
Economic Entity
2007
(5.40)
(5.40)
$(770,126)
14,260,894
Economic Entity
Parent Entity
2007
$ 2007
$ 2,971,891
2,971,891
Economic Entity
Parent Entity
2007
$ 2007
$ 27,042
25,747
-
654,906
Economic Entity
Parent Entity
2007
$ 2007
$ -
214,011
  • Percentage of voting power is in proportion to ownership

(b) Acquisition of Controlled Entities

On 27 November 2006, the parent entity acquired 100% of Jutt Resources Pty Ltd, for purchase consideration as outlined in note 23b.

Juranium Limited, a 100% wholly owned subsidiary was incorporated on 27 June 2007.

Note 12 Plant and equipment

Non-Current Plant and equipment At cost Accumulated depreciation

Note
3
Economic Entity
Parent Entity
2007
$ 2007
$ 14,015
11,778
(584)
(413)
13,431
11,365

20

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Movements in Carrying Amounts

Movements in carrying amounts for each class of Plant and equipment between the beginning and the end of the current financial year.

Plant and equipment
3
Note
Non-Current
23b
# Details of shares and options issue to acquire the interest in various tenements are disclosed in Note 22c.
The recoverability of Exploration & evaluation costs is dependent upon further exploration and exploitation of commercially viable mineral deposits.
Note
23b
3
Note 13
Depreciation expense
Net carrying value
Exploration & evaluation costs
At cost
Goodwill
Exploration & evaluation costs
Movements in carrying amounts for each class of intangible assets between the beginning and the end of the current financial year:
Accumulated impairment
Total intangible assets
Balance at the beginning of year
Impairment losses
Closing carrying value at the end of year
Balance at the beginning of year
Intangible Assets
At cost
Additions #
Goodwill on acquisition
Carrying amount at the end of year
Additions
Additions
Closing carrying value at 30 June 2007
Carrying amount at the beginning of year
Movements in Carrying Amounts
Net carrying value
Economic Entity
Parent Entity
2007
$ 2007
$ -
-
14,015
11,778
(584)
(413)
13,431
11,365
Economic Entity
Parent Entity
2007
$ 2007
$ 2,155,951
1,420,951
2,155,951
1,420,951
57,608
-
(57,608)
-
-
-
2,155,951
1,420,951
Economic Entity
Parent Entity
2007
$ 2007
$ -
-
2,155,951
1,420,951
2,155,951
1,420,951
Economic Entity
Parent Entity
2007
$ 2007
$ -
-
57,608
-
(57,608)
-
-
-

Impairment Disclosures

The recoverable amount of Goodwill on acquisition is determined based on value-in-use, using a present value cash flow projection over 5 years.

Goodwill on acquisition was impaired as it is not probable that the entity will generate positive cashflow in the future periods.

Note 14 Other Assets

Note
27
Joint Venture Payable
Current
Note 16
Other Financial Liabilities
CURRENT
Trade and Other Payables
Note 15
CURRENT
Sundry payables and accrued expenses
Prepayments
Trade payables
Economic Entity
Parent Entity
2007
$ 2007
$ 23,951 22,003
Economic Entity
Parent Entity
2007
$ 2007
$ 59,933 59,933
43,640 43,377
103,573
103,310
Economic Entity
Parent Entity
2007
$ 2007
$ 200,000 200,000

Pursuant to Joint Venture Agreement between Jutt Holdings Limited ('Jutt') and Onslow Mineral Limited, Jutt bears costs associated soly with the Onslow Project according to an approved budget. The above Joint Venture Payable refers to exploration and evaluation expenditure incurred by the Onslow Joint Venture payable by Jutt.

21

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 17 Deferred Tax Assets And Liabilities

Note
Unrecognised deferred tax assets and liabilities are attributable to the following:
DEFERRED TAX ASSETS
Plant & equipment
Provisions
Accruals
Share based payments
Tax losses not brought to account
4
DEFERRED TAX LIABILITIES
Prepayments
Economic Entity
Parent Entity
2007
$ 2007
$ 41 12
1,619 1,619
13,092 73,013
1,313 1,313
240,639 219,260
(7,185)
(6,601)
249,519
288,616

The Company does not recognise deferred tax assets as it is not probable that sufficient taxable amounts will be available in future periods in which to be offset.

Note 18 Provisions

CURRENT
NON-CURRENT
Non-current
Analysis of Total Provisions
Current
Balance at end of the year
Additional provisions raised during year
Opening balance at beginning of year
Balance at end of the year
Additional provisions raised during year
Opening balance at beginning of year
Employee Entitlements
Employee Entitlements
Economic Entity
Parent Entity
2007
2007
$ $ -
-
5,274 5,274
5,274
5,274
-
-
124 124
124
124
Economic Entity
Parent Entity
2007
$ 2007
$ 5,274 5,274
124 124
5,398
5,398

Provision for Employee Entitlements

A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits has been included in Note 1 to this report.

Note 19 Issued Capital

Consolidated and the Company
(a)
Transaction costs relating to share issues
(i)
Ordinary shares fully paid
Options over ordinary shares
Shares issued to acquire tenement interest
30-Nov-06
Shares issued at initial public offering
20-Apr-07
Shares issued to Director
Shares issued to Director
2007
At reporting date
06-Feb-07
13-Oct-06
Shares issued on incorporation
Shares issued to Director
Shares issued to seed investors
Shares issued to acquire Jutt Resources Pty Ltd
Details
Ordinary Shares fully paid
At the beginning of reporting period
Shares issued during year
28-Jun-07
25-Jan-07
22-Dec-06
27-Nov-06
23-Apr-07
Shares issued to Key Management Personnel
Economic Entity
Parent Entity
Note
2007
$ 2007
$ 19a
5,445,045 5,445,045
19b
208,376 208,376
5,653,421
5,653,421
2007
2007
No.
$ -
-
19a (i)
43,480,297
5,893,099
-
(448,054)
43,480,297
5,445,045
Number
Issue Price $
2
100.000
13,353,999
0.016
462,000
0.065
500,000
0.010
400,000
0.065
1,000,000
0.065
20,000,000
0.200
7,564,296
0.200
200,000
0.200
43,480,297
200
$
65,000
26,000
30,030
5,893,099
214,010
1,512,859
4,000,000
5,000
40,000
Economic Entity
Parent Entity
2007
$ 2007
$ 5,445,045 5,445,045
208,376 208,376
5,653,421
5,653,421
2007
2007
No.
$ -
-
43,480,297
5,893,099
-
(448,054)
43,480,297
5,445,045
5,893,099

22

JUTT HOLDINGS LIMITED ABN: 28 122 180 205

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

  • (b) Share Options over Ordinary Shares
Sh are Options over Ordinar y Shares 2007 2007
No. $
At the beginning of reporting period - -
Options issued during year 19b (i) 1,957,148 208,376
At reporting date 1,957,148 208,376
(i) 2007 Details Number Issue Price $ $
23-Apr-07
Unlisted Options issued to acquire tenement interest
1,457,148 0.14
204,001
23-Apr-07 Unlisted Options issued to Director #
500,000 0.14
4,375

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the table above. Details of valuation of unlisted options are disclosed in note 24(b)

Exercise price
Expiry date
$
0.20
22-Apr-11
0.20
30-Nov-10
Unlisted Options (JUTAB)
Unlisted Options (JUTAC)
Balance at
beginning of
year
Issued during the year Exercised
during the
year
Cancelled
during the year
Balance at end
of year
No.
No.
No.
No.
No.
- 1,457,148 - - 1,457,148
- 500,000 - - 500,000
- 1,957,148 - - 1,957,148

(c) Terms and conditions of equity

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up 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 shareholder meeting of the Company.

Options

Options do not have the right to receive dividends as declared and, in the event of winding up 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.

Options do not entitle their holder to vote at a shareholder meeting of the Company.

Shares allotted pursuant to an exercise of options shall rank from the date of allotment, equally with existing shares of the Company in all respects.

Note 20 Capital and Leasing Commitments

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Company is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:

(a)
(b)
Rental expenditure contracted for is payable as follows:
— not later than 12 months
— greater than 5 years
— between 12 months and 5 years
— not later than 12 months
— between 12 months and 5 years
— greater than 5 years
Commitments for minimum expenditure are scheduled as follows:
Economic Entity
Parent Entity
2007
$ 2007
$ 35,871 25,522
118,097 84,409
37,026 37,026
190,994
146,957
384,000 244,000
1,494,000 1,004,000
330,000 330,000
2,208,000
1,578,000

Joint venture commitments

(a) Jutt Resources Pty Ltd ('Jutt') entered a Joint Venture Agreement with Ourwest Corporation Pty Ltd and Liberty Mining Corporation Pty Ltd to earn a 70% Participating Interest. A condition to being granted its 70% Participating Interest requires that Jutt spends a minimum of $750,000 on mining exploration activities within three years from 26 April 2007. To acquire a further 20% interest (thereby increasing its total Participating Interest to 90%), Jutt is required to pay a further $500,000 and shares to value of $1,000,000.

(b) Pursuant to a deed between Mr Paul Askins, Mr James Stewart and Golden Archer Pty ltd ('the Vendors') and Minemakers Australia NL ('Minemakers'), Jutt Holdings Limited ('Jutt') acquired an option to take up an initial 60% interest in Tay-Munglinup Tenements for consideration of $375,000.

Jutt Holdings Limited is required to pay Vendors $75,000 on the first anniversary of the listing of Minemakers, namely 10 October 2007, $150,000 on the second anniversary date and any subsequent anniversary dates. Half of the total of these payments will be deducted from the purchase price. The payments will continue until the earlier of the Option being exercised or the full purchase price being repaid. the issue of Company shares to 'the vendors' will satisfy any of these payments.

Jutt also agreed to allot Minemakers or its nominee 400,000 ordinary shares and 300,000 options. The shares and options were issued to Minemakers Limited on 21 August 2007. Before the option is exercised the Company is required to meet the minimum expenditure requirements and pay 75% of any of the fees or costs associated with the Tay-Munglinup Tenements.

Note 21 Contingent Liabilities and Contingent Assets

Other than as disclosed above in note 20 under Joint venture commitments, In the Director's opinion, there were no contingent liabilities and contingent assets as at 30 June 2007.

Note 22 Segment Reporting

Business Segments

The consolidated entity's main business segment is resources exploration, focusing on several base and precious metals resources.

Geographical Segments

All of the consolidated entity's corporate affairs are conducted in Australia.

23

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 23 Cash Flow Information

(a)
(Increases)/Decreases in Accounts Receivable
Cash flow from operations
(Increases)/Decreases in Other Current Assets
Loss for the period
Add back write-down of goodwill
Add back interest from other parties
Add back equity issued for nil consideration
Add back Provisions
Reconciliation of Cash Flow from Operations with Loss
Add back interest on inter-Company loans
Add back depreciation expense
Increases/(Decreases) in Accounts Payable
Economic Entity
Parent Entity
2007
$ 2007
$ (770,126)
(641,255)
584
413
-
(7,107)
210
-
57,608
-
130,576
130,575
5,398
5,398
(26,702)
(25,748)
(23,951)
(22,003)
296,895
292,310
(329,508)
(267,417)

(b) Acquisition of Entities

On 27 November 2006, Jutt Holdings Limited acquired 100% of Jutt Resources Pty Ltd. The basis of the acquisition was that shareholders of Jutt Resources would receive 1 Jutt Holdings Ltd share for every 1 Jutt Resources Pty Ltd share. Details of this transaction are:

Cash & cash equivalents
Assets and liabilities held at acquisition date:
Purchase consideration
Receivables
Payables
13,353,999 shares issued
2007
$ 214,010
86,529
44,873
25,000
156,402

The fair value of each of the assets acquired above is deemed to be the carrying value of those assets within the acquiree's book at the date of acquisition.

Note
Impairment of goodwill
13
Total movement in Goodwill on the Balance Sheet
Net cash effect
Cash consideration paid (incl. costs)
Cash & cash equivalents included in net assets acquired
Cash received for purchase of Controlled entity as reflected in the Consolidated Financial Report
Goodwill on consolidation
57,608
(57,608)
-
-
86,529
86,529

(c) Non-cash Financing and Investing Activities Shares & Options issue

On 23 April 2007 a total of 7,564,296 ordinary shares and 1,457,148 unlisted options were issued as part of the consideration for the acquisition of the interest in various tenements. The share issue price was 20 cents each. The unlisted option price was 0.14 cents each calculated by using a Black Scholes option pricing model as set out in Note 24b. The value of the above issued shares was $1,512,859. The value of the above issued unlisted options was $204,000. These shares and options issue are not reflected in the cash flow statement.

Note 24 Share-based Payments

(a) Shares and Options Granted to Directors or Key Management Personnel

A total of 2,100,000 shares and 500,000 unlisted options were granted to Directors or Key Management Personnel during the period. Details of shares and options issue have been disclosed in Section C & D of the Remuneration Report in the Directors Report on page 8 to 9.

(b) Fair value of Options granted

The assessed fair value at grant date of options granted during the period was 0.14 cents per options. The fair value at grant date is determined using a Black-Scholes option pricing mode which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, and the risk free interest rate for the term of the option.

The weighted average model inputs used for options granted during the period included:

Weighted average exercise price $0.20
Weighted average life of the option 3.9 years
Underlying share price $0.20
Expected share price volatility 100.00%
Risk free interest rate 6.12%
Expected dividend yield Nil

The Company was admitted to ASX on 26 April 2007, it does not have sufficient information on historical volatility, therefore the expected share price volatility is based on historic volatility of other mining companies of similar market cap following a comparable period in their lives.

(c) Expenses arising from share-based payment transactions

Total expenses arising from share based payment transactions recognised during the period were as follows:

Economic Entity Parent Entity 2007 2007 $ $ 130,375 130,375

Shares and Options issued to Directors or Key Management Personnel

24

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 25 Events After the Balance Sheet Date

On 6 July 2007, Juranium Limited, a fully owned subsidiary of the Company issued performance based shares to Executive Exploration Director Cyril Geach. The share issue was approve by shareholder of Juranium Limited. Juranium Limited is now owned 91% by Jutt Holdings Limited and 9% by Cyril Geach.

On 1 August 2007, the Company lodged a prospectus to offer its shareholders the right to participate in a non-renounceable entitlement issue of 4 options for every 5 shares held at an issue price of one cent per option at a 20 cent exercise price expiring on 31 July 2009. The entitlement issue was completed on 10 September 2007 raising $347,842 before costs. The purpose of the entitlements issue is to raise funds for initial exploration on the Tay-Munglinup Tenements.

On 21 August 2007, the Company issued 400,000 Fully Paid Ordinary Shares and 300,000 Unlisted Options to Minemakers Limited pursuant to the Tay-Munglinup Deed disclosed in Note 20 to Financial Statements on page 23. The exercise price of the Options is 30 cents expiring on 10 October 2008.

Note 26 Related Party Transactions

Economic Entity Parent Entity 2007 2007 $ $

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

(a) Ultimate Parent Company The ultimate parent entity within the group is Jutt Holdings Limited which incorporated in Australia.

  • (b) Subsidiaries Interests in subsidiaries are set out in note 11

(c) Key Management Personnel Disclosures relating to Key Management Personnel are set out in note 5.

(d) Loans to / from related parties Loans made by Jutt Holdings Limited to wholly owned subsidiaries 654,906

The loan was unsecured, at interest rate of 7.55% p.a. and repayable on demand. There were no repayments made during the year.

Note 27 Financial Instruments

(a) Interest Rate Risk The economic entity's exposure to interest rate risk, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

Weighted Average Effective
Interest Rate
6.28%
-
-
-
Financial Assets:
2007
Financial Liabilities:
Trade and other receivables
Cash and cash equivalents
Total Financial Assets
Trade and other payables
Total Financial Liabilities
Financial Liabilities
Floating Interest
Rate
$ Fixed Interest
Rate
Within Year
$ Fixed Interest Rate
1 to 5 years
$ Fixed Interest
Rate
Over 5 years
$ Non-Interest
Bearing
$ Total
$
2,971,891
-
-
-
-
2,971,891

-
-
-
27,042
27,042
2,971,891
-
-
-
27,042
2,998,933

-
-
-
59,933
59,933

-
-
-
-
200,000
200,000
-
-
-
-
259,933
259,933
  • (b) Credit Risk

Financial assets, which potentially expose the economic entity to concentrations of credit risk, consist primarily of cash and cash equivalents and term deposits over three months The economic entity's cash and cash equivalents are placed with high credit quality financial institutions. Accordingly, the Directors believe the economic entity has no significant concentration of credit risk.

(c) Net Fair Values The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective fair values determined in accordance with the accountin policies disclosed in note 1.

Note 28 Change In Accounting Policy

The following accounting standard have been issued or amended and are applicable to the parent and consolidated group but are not yet effective. They have not been adopted in preparation of the financial statement at reporting dates.

Application Date
Application Date
AASB Amendment Standard Affected Outline of Amendment of Standard for Group
AASB 2005-10 Amendment to AASB 1 First time adoption of AIFRS The disclosure requirements of AASB 01-Jan-07 01-Jul-07
Australian Accounting Standard AASB 4 Insurance Contracts 132: Financial Instruments: Disclosure
AASB 101 Presentation of Financial and Presentation have been replaced
Statements due to the issuing of AASB 7: Financial
AASB 114
AASB 117
AASB 133
AASB 1023
AASB 1038
AASB 139
General Insurance Contracts
Life Insurance Contracts
Financial Instruments:
Recognition and Measurement
Segment Reporting
Leases
Earnings per Share
Instruments: Disclosure in August 2005.
These amendments will involve
changes to financial instrument
disclosures within the financial report.
However, there will be no impact on
amounts included in the financial report
as it is a disclosure standard.
AASB 7 Financial instruments: AASB 132 Financial Instruments: As Above 01-Jan-07 01-Jul-07
Disclosure Disclosure and Presentation

25

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD 13 OCTOBER 2006 TO 30 JUNE 2007

Note 29 Company Details

The registered office of the Company is: Suite 1 1233 High Street Armadale VIC 3143, Australia

The principal place of business of the Company is: Level 1 35 Richardson Street West Perth WA 6005, Australia

26

JUTT HOLDINGS LIMITED ABN: 28 122 180 205 DIRECTORS’ DECLARATION

The Directors of the Company declare that:

  1. the financial statements and notes, as set out on pages 12 to 26, are in accordance with the Corporations Act 2001 and:

  2. (a) comply with Accounting Standards and the Corporations Regulations 2001; and (b) give a true and fair view of the financial position as at 30 June 2007 and of the performance for the year ended on that date of the Company and economic entity;

  3. the Chief Executive Officer and Chief Finance Officer have each declared that: (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

  4. (b) the financial statements and notes for the financial year comply with the Accounting Standards; and (c) the financial statements and notes for the financial year give a true and fair view.

  5. in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the board of directors.

==> picture [452 x 103] intentionally omitted <==

----- Start of picture text -----

Director
Ayaz Khan
Dated this 27th day of September 2007
----- End of picture text -----

27

==> picture [153 x 46] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES

ABN 28 122 180 205

Report on the Financial Report

We have audited the accompanying financial report of Jutt Holdings Limited (the company) and Jutt Holdings Limited and Controlled Entities (the consolidated entity), which comprises the balance sheet for the period ended 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives (remuneration disclosures), required by Accounting Standard AASB 124: Related Party Disclosures, under the heading “Remuneration Report” in the directors’ report and not in the financial report.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud and error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (AIFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.

The directors also are responsible for preparation and presentation of the remuneration disclosures contained in the directors’ report in accordance with the Corporations Regulations 2001.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free of material misstatement and that the remuneration disclosures in the directors’ report comply with Accounting Standard AASB 124.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risk of material misstatement of the financial report, whether due to fraud or error.

Webb Audit Pty Ltd A member of the Webb Group ABN 59 116 151 136 Cnr Toorak & Auburn Roads Hawthorn East Vic 3123 Australia PO Box 185 Toorak Vic 3142 Australia Telephone +61 3 9822 8686 Facsimile +61 3 9824 8578 [email protected] www.webbgroup.com.au

28

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF JUTT HOLDINGS LIMITED AND CONTROLLED ENTITIES

ABN 28 122 180 205

(Continued)

In making those assessments, the auditor consider internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the overall presentation of the financial report and the remuneration disclosures in the directors’ report.

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

Independence

In conducting our review, we have complied with applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.

Auditor’s Opinion

In our opinion:

  1. the financial report of Jutt Holdings Limited and Jutt Holdings Limited and Controlled Entities is in accordance with the Corporations Act 2001 , including:

  2. i. giving a true and fair view of the company’s and the consolidated entity’s financial position for the period 13 October 2006 to 30 June 2007 and of their performance for the year ended on that date; and

  3. ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ;

  4. the remuneration disclosures that are contained in the directors’ report comply with Accounting Standard AASB 124 Related Party Disclosures.

==> picture [126 x 91] intentionally omitted <==

Jeffrey Luckins Director Webb Audit Pty Ltd

Dated in Melbourne, Australia on this 27[th] day of September 2007

29

SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007

NUMBER OF HOLDERS OF EQUITY SECURITIES

Ordinary Shares

23,522,923 quoted fully paid ordinary shares (JUT) are held by 362 individual shareholders

135,000 fully paid ordinary shares (JUTAQ) escrowed until 27 September 2007, are held by 1 individual shareholder 155,250 fully paid ordinary shares (JUTAS) escrowed until 5 October 2007, are held by 1 individual shareholder 207,692 fully paid ordinary shares (JUTAU) escrowed until 10 October 2007, are held by 1 individual shareholder 623,700 fully paid ordinary shares (JUTAY) escrowed until 23 October 2007, are held by 2 individual shareholders 155,769 fully paid ordinary shares (JUTAW) escrowed until 9 November 2007, are held by 2 individual shareholders 311,850 fully paid ordinary shares (JUTAZ) escrowed until 29 November 2007, are held by 3 individual shareholders 7,564,296 fully paid ordinary shares (JUTAA) escrowed until 22 April 2008, are held by 4 individual shareholders 11,063,817 fully paid ordinary shares (JUTAI) escrowed until 26 April 2009, are held by 7 individual shareholders All ordinary shares carry one vote per share

Options

34,784,237 options (JUTO) exercisable at $0.20 on or before 31 July 2009, are held by 319 individual shareholders 300,000 options (JUTAM) exercisable at $0.30 on or before 10 October 2008, are held by 1 individual shareholder 500,000 options (JUTAC) exercisable at $0.20 on or before 30 November 2010, are held by 1 individual shareholder 1,457,148 options (JUTAB) exercisable at $0.20 on or before 22 April 2011, are held by 1 individual shareholder

Options do not carry a right to vote. Voting rights will be attached to the unissued shares when the options have been exercised.

DISTRIBUTION OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES

Fully paid ordinary shares
1 - 1,000 5
1,001 - 5,000 19
5,001 - 10,000 52
10,001 - 100,000 250
100,001 - and over 57
Total number of shareholders 383
Unmarketableparcels -
Listed Options
1 - 1,000 -
1,001 - 5,000 12
5,001 - 10,000 43
10,001 - 100,000 219
100,001 - and over 45
Total number of listed optionholders 319

30

SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007

TWENTY LARGEST HOLDERS OF QUOTED SECURITIES

Fully Paid Ordinary Shares
Shareholders Number %
1 KHAN AYAZ 4,585,001 10.45
2 LIBERTY MINING LTD 3,000,000 6.84
3 MERRILL LYNCH AUST NOM PL 2,956,047 6.74
4 ONSLOW MINERALS LTD 2,914,296 6.64
5 OSTLE INV PL 2,249,999 5.13
6 STRAIGHT INV SA 1,650,000 3.76
7 SEASPIN PL 1,500,000 3.42
8 KYLA PL 1,500,000 3.42
9 AT GROWTH EQUITIES SDN BH 1,500,000 3.42
10 KHAN AFIA 607,955 1.39
11 BARNES GREGORY BENNETT 500,000 1.14
12 YU ZHI XIN 500,000 1.14
13 FINDLAY & CO STOCKBROKERS 500,000 1.14
14 J TAYLOR NOM PL 500,000 1.14
15 RANTI CAROLINE 462,000 1.05
16 GEACH CYRIL LESLIE 400,000 0.91
17 MINEMAKERS LTD 400,000 0.91
18 HII CHAI PING 311,850 0.71
19 BOOMORBUST PL 307,692 0.70
20 MCKEE CLIVE 307,692 0.70
26,652,532 60.75
Listed Options
Option holders Number %
1 FINDLAY & CO STOCKBROKERS 6,334,900 18.21
2 LIBERTY MINING LTD 2,400,000 6.90
3 ONSLOW MINERALS LTD 2,331,436 6.70
4 KHAN AYAZ 2,237,062 6.43
5 OSTLE INV PL 1,799,999 5.17
6 SEASPIN PL 1,200,000 3.45
7 KYLA PL 1,200,000 3.45
8 STRAIGHT INV SA 628,537 1.81
9 AT GROWTH EQUITIES SDN BH 540,524 1.55
10 KHAN AFIA 486,364 1.40
11 YU ZHI XIN 400,000 1.15
12 J TAYLOR NOM PL 400,000 1.15
13 RANTI CAROLINE 369,600 1.06
14 GEACH CYRIL LESLIE 320,000 0.92
15 HII CHAI PING 249,480 0.72
16 BOOMORBUST PL 246,153 0.71
17 MCKEE CLIVE 246,153 0.71
18 SIMONS ADAM MARK 236,000 0.68
19 TAN LEONG 200,000 0.57
20 YEO MUN SIONG 200,000 0.57
22,026,208 63.31
UNQUOTED EQUITY SECURITIES HOLDINGS GREATER THAN 20%
Unlisted Options
Unlisted Option holders Number %
1 ONSLOW MINERALS LIMITED 1,457,148 64.56
2 GEACH CYRIL LESLIE 500,000 22.15
1,957,148 86.71

SUBSTANTIAL SHAREHOLDERS

The names of substantial shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:

AYAZ KHAN LIBERTY MINING LTD ONSLOW MINERALS LIMITED OSTLE INV PL

4,585,001 Ordinary Shares 3,000,000 Ordinary Shares 2,914,296 Ordinary Shares 2,249,999 Ordinary Shares

31

SHAREHOLDER INFORMATION AS AT 10 SEPTEMBER 2007

SHAREHOLDER ENQUIRIES

Shareholders with enquiries about their shareholders should contact the share registry:

Security Transfer Registrars 770 Canning Highway Applecross Western Australia 6153, Australia Telephone (61 8) 9315 2333 Facsimile (61 8) 9315 2233 Email: [email protected]

CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS

Shareholders should contact the Share Registry to obtain details of the procedure required for any of these changes.

REMOVAL FROM THE ANNUAL REPORT MAILING LIST

Shareholders who do not wish to receive the Annual Report should advise the Share Registry in writing. These shareholders will continue to receive all other shareholder information.

TAX FILE NUMBERS

It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted by the Share Registry.

CHESS (Clearing House Electronic Subregister System)

Shareholders wishing to move to uncertified holdings under the Australian Stock Exchange CHESS system should contact their stockbroker.

UNCERTIFICATED SHARE REGISTER

Shareholding statements are issued at the end of each month that there is a transaction that alters the balance of your holding.

SCHEDULE OF INTERESTS IN MINING TENEMENTS

As at 30 June 2007, mineral exploration tenements applied for or granted to the Company, or mineral exploration tenements in which the Company has an interest are as follows:

Area of Interest Tenements Economic Entity's Interest
Onslow Project ML08/272 10%
Onslow Project ML08/273 10%
Liberty-indee Project E47/760 Options to earn 70%
Liberty-indee Project E47/1209 Options to earn 70%
Kooline Project E08/1515 100%
Tay-Munglinup Project E74/310 Options to earn 60%
Tay-Munglinup Project E74/317 Options to earn 60%
Tay-MunglinupProject E74/318 Options to earn 60%

Key: E = Exploration Licence, M = Mining Lease

LISTING RULE 4.10.19 DISCLOSURE

The Company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives.

32

CORPORATE DIRECTORY

DIRECTORS

Charles Morgan Ayaz Khan Cyril Geach

Non-Executive Chairman Managing Director Executive Exploration Director

COMPANY SECRETARY Phillip Hains

AUDITORS

Webb Audit Pty Ltd 465 Auburn Road Hawthorn East, VIC 3123

REGISTERED OFFICE

Suite 1 1233 High Street Armadale VIC 3143, Australia

SOLICITORS

Oakley Thompson & Co Level 17, 500 Collins Street Melbourne, Victoria, 3000, Australia

PRINCIPLE PLACE OF BUSINESS

Level 1 35 Richardson Street West Perth WA 6005, Australia

SHARE REGISTRY

Security Transfer Registrars 770 Canning Highway Applecross Western Australia 6153, Australia Telephone (61 8) 9315 2333 Facsimile (61 8) 9315 2233 Email: [email protected]

SECURITIES QUOTED

Code: JUT Shares JUTO Options

WEBSITE

www.juttholdings.com

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