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DREADNOUGHT RESOURCES LTD — Annual Report 2008
Sep 23, 2008
64785_rns_2008-09-23_c8ca8915-f4de-4a58-a706-9fe92b6a45e4.pdf
Annual Report
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EROMANGA URANIUM LIMITED ACN 119 031 864
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Financial RepoRt
For the year ended 30 June 2008
INDEX
| Corporate Governance Statement | 2 |
|---|---|
| Directors Report | 6 |
| Auditors Independence Declaration | 10 |
| Income Statement | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Financial Statements | 15 |
| Directors Declaration | 30 |
| Independent Audit Report | 31 |
EROMANGA URANIUM LIMITED ACN 119 031 864
2
coRpoRate GoVeRnance StateMent
The Board of Directors of Eromanga Uranium Limited has established corporate governance policies and procedures, where practicable, consistent with the revised Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council (“ASX Recommendations”).
The following statement sets out a summary of the Company’s corporate governance practices that were in place during the financial year and how those practices relate to the revised Corporate Governance Principles and Recommendations issued by the Australian Stock Exchange Corporate Governance Council (“ASX Recommendations”). The Company has elected to undergo an early transition to the revised Principles and Recommendations and as such has reported against these for the financial year ending 30 June 2008.
These recommendations are not intended to be prescriptions to be followed by all ASX listed companies, but rather guidelines designed to produce an effective, quality and integrity outcome. The Corporate Governance Council has recognised that a “one size fits all” approach to Corporate Governance is not required. Instead, it states aspirations of best practice for optimising corporate performance and accountability in the interests of shareholders and the broader economy. A company may consider that a recommendation is inappropriate to its particular circumstances and has flexibility not to adopt it and explain why.
The Board has included in its corporate governance policies those matters contained in the ASX Recommendations where applicable. However, the Board also recognises that full adoption of the above ASX Recommendations may not be practical nor provide the optimal result given the particular circumstances and structure of the Company. The Board is, nevertheless, committed to ensuring that appropriate Corporate Governance practices are in place for the proper direction and management of the Company. This statement outlines the main Corporate Governance practices of the Company.
PrinciPle 1 – lay solid foundations for management and oversight
Recommendation 1.1 – Recommendation followed
The Board is governed by the Corporations Act 2001, ASX Listing Rules and a formal constitution adopted by the Company in 2006.
The role of the Board is to provide leadership and direction to management and to agree with management the aims, strategies and policies of the Company for the protection and enhancement of long-term shareholder value.
The Board takes responsibility for the overall Corporate Governance of the Company including its strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting.
The Board has an established framework for the management of the entity including a system of internal control, a business risk management process and appropriate ethical standards. In fulfilling its responsibilities, the Board is supported by an Audit Committee to deal with internal control, ethical standards and financial reporting.
implementation of risk management, internal control and regulatory compliance policies and procedures, recommending strategic direction and planning for the operations of the business and the provision of relevant information to the Board.
The Board has not adopted a formal statement of matters reserved to it or a formal board charter that details its functions and responsibilities nor a formal statement of the areas of authority delegated to senior executives.
Recommendation 1.2 – Recommendation followed
The Board takes responsibility for monitoring the composition of the Board and reviewing the performance and compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance.
The Board considers the Company’s present circumstances and goals ensure maximum shareholder benefits from the attraction and retention of a high quality Board and senior management team. The Board on a regular basis reviews the performance of and remuneration for Executive Director’s and senior management including any equity participation by such Executive Directors and senior management. The Board evaluates the performance of the Managing Director and Company Secretary on a regular basis and encourages continuing professional development.
Recommendation 1.3 – Recommendation followed
During the period the Board undertook a performance evaluation of the Managing Director, Company Secretary and senior management. The evaluation was in accordance with the Company’s process for evaluation of senior executives.
PrinciPle 2 – structure the board to add value
Recommendation 2.1 – Recommendation followed
The composition of the Board consists of four directors of whom three, including the Chairman, are Independent Directors.
The Audit Committee currently consists of two Independent directors.
Recommendation 2.2 – Recommendation followed
The Chairman, Mr Kennedy is an Independent Director
Recommendation 2.3 – Recommendation followed
Mr Kennedy’s role as Chairman of the Board is separate from that of the Managing Director, Mr Lines who is responsible for the day to day management of the Company and is in compliance with the ASX Recommendation that these roles not be exercised by the same individual.
Recommendation 2.4 – Recommendation not followed
The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing a Nomination Committee in line with ASX Recommendation 2.4 and establishing a formal charter as recommended by ASX Recommendation 2.4 cannot be justified by the perceived benefits of so doing.
The Board appoints a Managing Director responsible for the day to day management of the Company including management of financial, physical and human resources, development and
EROMANGA URANIUM LIMITED ACN 119 031 864
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Recommendation 2.5 – Recommendation not followed
The Board recognises that as a result of the Company’s size and the stage of the entity’s life as a publicly listed junior exploration company, the assessment of the Board’s overall performance and its own succession plan is conducted on an informal basis. Whilst this is at variance with the ASX Recommendation 2.5, the Directors consider that at the date of this report an appropriate and adequate process for the evaluation of Directors is in place.
Recommendation 2.6 – Recommendation followed
The names of the directors of the Company and terms in office at the date of this Statement together with their skills, experience, expertise and financial interests in the Company are set out in the Directors’ Report section of this report.
Messrs Kennedy, Vickery and Wills are considered to be independent.
The Company has no relationships with any of the independent directors which the Company believes would compromise the independence of these directors.
All directors are entitled to take such legal advice as they require at any time and from time to time on any matter concerning or in relation to their rights, duties and obligations as directors in relation to the affairs of the Company at the expense of the Company upon seeking permission, and being granted it, by the Chairman.
The Company’s constitution specifies the number of directors must be at least three and at most ten. The Board may at any time appoint a director to fill a casual vacancy. Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for executive directors is linked to their holding of executive office.
As the board does not have a Nomination Committee, the functions of this Committee in its absence are dealt with by the Board as a whole.
An assessment of the Board’s overall performance and its own succession plan is conducted on an informal basis and was done so during the year by the Chairman.
PrinciPle 3 – comPanies should actively Promote ethical and resPonsible decision making
Recommendation 3.1 – Recommendation not followed
While the Company does not have a formal code of conduct, as the Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing and managing a formal code of conduct cannot be justified, the Company requires all its directors and employees to abide by the standards of behaviour, and business ethics in accordance with the law. In discharging their duties, Directors of the Company are required to:
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act in good faith and in the best interests of the Company;
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exercise care and diligence that a reasonable person in that role would exercise;
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exercise their powers in good faith for a proper purpose and in the best interests of the Company;
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not improperly use their position or information obtained through their position to gain a personal advantage or for the advantage of another person to the detriment of the Company;
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disclose material personal interests and avoid actual or potential conflicts of interests;
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keep themselves informed of relevant Company matters;
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keep confidential the business of all directors meetings; and
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observe and support the Board’s Corporate Governance practices and procedures.
Directors are also required to provide the Company with details of all securities registered in the director’s name or an entity in which the director has a relevant interest within the meaning of section 9 of the Corporations Act 2001 and details of all contracts, other than contracts to which the Company is a party to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in the Company and the nature of the director’s interest under the contract.
Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with Section 195 of the Corporations Act 2001, a director having a material personal interest in any matter to be dealt with by the Board, will not be present (unless requested by the Board to be present) when that matter is considered by the Board and will not vote on that matter.
Recommendation 3.2 – Recommendation followed
Directors, officers and employees are not permitted to trade in securities of the Company at any time whilst in possession of price sensitive information not readily available to the market. Section 1043A of the Corporations Act 2001 also prohibits the acquisition and disposal of securities where a person possesses information that is not generally available and which may reasonably be expected to have a material effect on the price of the securities if the information was generally available. This securities trading policy has been established by the Board and all employees and Directors are obliged to comply.
All directors have signed agreements with the Company which require them to provide the Company with details of all securities registered in the director’s name or an entity in which the director has a relevant interest within the meaning of section 9 of the Corporations Act 2001 and details of all contracts, other than contracts to which the Company is a party to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in the Company and the nature of the director’s interest under the contract.
Recommendation 3.3 – Recommendation followed
The Company’s Trading Policy can be found at www. eromangauranium.com/governance
EROMANGA URANIUM LIMITED ACN 119 031 864
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PrinciPle 4 – safeguard integrity in financial rePorting
Recommendation 4.1 – Recommendation followed
The Company was not a company required by ASX Listing Rule 12.7 to have an Audit Committee during the year although it is an ASX Recommendation. Notwithstanding the Listing Rule requirement, an Audit Committee has been established to oversee corporate governance over internal controls, ethical standards, financial reporting, and external accounting and compliance procedures.
The main responsibilities of the Audit Committee include:
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reviewing, assessing and making recommendations to the Board on the annual and half year financial reports and all other financial information published or released to the market by the Company;
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overseeing establishment, maintenance and reviewing the effectiveness of the Company’s internal controls and ensuring efficacy and efficiency of operations, reliability of financial reporting and compliance with applicable Accounting Standards and ASX Listing Rules;
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liaising with and reviewing reports of the external auditor; and
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reviewing performance and independence of the external auditor and where necessary making recommendations for appointment and removal of the Company’s auditor.
Recommendation 4.2 – Recommendation not followed
The Audit Committee consists of two non-executive, independent Board directors, Messrs Vickery and Kennedy, and is chaired by Mr Vickery.
The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing an audit committee with at least three members in line with ASX Recommendation 4.2 cannot be justified by the perceived benefits of so doing. The existing composition of the Audit Committee is such that review and authorisation of the integrity of the Company’s financial reporting and the independence of the external auditor is via the exercise of independent and informed judgement.
Recommendation 4.3 – Recommendation not followed
The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing a formal audit committee charter in line with ASX Recommendation 4.3 cannot be justified by the perceived benefits of so doing.
Recommendation 4.4 – Recommendation followed
Mr Kennedy is a qualified Chartered Accountant. Details of the Audit Committee member’s qualifications and attendance at meetings are set out in the Directors’ Report section of this report.
The Committee meets at least twice per annum and reports to the Board. The Managing Director, Company Secretary and external auditor may by invitation attend meetings at the discretion of the Committee.
PrinciPle 5 – make timely and balanced disclosure Recommendation 5.1 and 5.2 – Recommendations not followed
The Company operates under the continuous disclosure requirements of the ASX Listing Rules and ensures that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company’s website following release to the ASX.
Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for continuous disclosure is required. However, the above policy describing how the Company will ensure its compliance with continuous disclosure requirements is posted on the Company’s web-site, www.eromangauranium.com/governance.
PrinciPle 6 – resPect the rights of shareholders
Recommendation 6.1 and 6.2 – Recommendations not followed
The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In accordance with the ASX Recommendations, information is communicated to shareholders as follows:
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the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;
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the half yearly financial report lodged with the Australian Stock Exchange and Australian Securities and Investments Commission and sent to all shareholders who request it;
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notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of shareholders;
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notices of all meetings of shareholders;
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publicly released documents including full text of notices ofmeetings and explanatory material made available on the Company’s web-site; and
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disclosure of the Company’s Corporate Governance practices and communications strategy on the entity’s web-site.
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions. The external auditor of the Company is also invited to the Annual General Meeting of shareholders and is available to answer any questions concerning the conduct, preparation and content of the auditor’s report. Pursuant to section 249K of the Corporations Act 2001 the external auditor is provided with a copy of the notice of meeting and related communications received by shareholders.
Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, the Board does not believe a formal policy for shareholder communication
EROMANGA URANIUM LIMITED ACN 119 031 864
coRpoRate GoVeRnance StateMent
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is required. However, this policy describing how the Company will communicate with its shareholders is posted on the Company’s web-site, www.eromangauranium.com/governance.
PrinciPle 7 – recognise and manage risk
Recommendation 7.1, 7.2 and 7.4 – Recommendations not followed
The Board recognises that there are inherent risks associated with the Company’s operations including mineral exploration and mining, environmental, title and native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed. No formal report in relation to the Company’s management of its material business risk is presented to the Board.
Due to the size of the Company and the stage of life of the entity as a publicly listed junior exploration company, and the inherent risks associated with the industry it operates in, the Board does not believe formal policies for oversight and management of risk is required nor a mechanism for formal review be established. The policy describing how the Company manages risk by procedures established at Board and executive level can be found posted on the Company’s web-site, www.eromangauranium.com/governance.
Recommendation 7.3 – Recommendation followed
In accordance with ASX Recommendation 7.3 the Managing Director and Chief Financial Officer have provided assurances that the written declarations under s295A of the Corporations Act are founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Both the Managing Director and Chief Financial Officer provided said assurances at the time the s295A declarations were provided to the Board.
PrinciPle 8 – remunerate fairly and resPonsibly Recommendation 8.1 – Recommendation not followed
The Board believes that given the size of the Company and the stage of the entity’s life as a publicly listed junior exploration company that the cost of establishing a formal remuneration committee in line with ASX Recommendation 8.1 cannot be justified by the perceived benefits of so doing.
The Board takes responsibility for monitoring the composition of the Board and reviewing the compensation of the Company’s Executive Directors and senior management with the overall objective of motivating and appropriately rewarding performance.
Recommendation 8.2 and 8.3 – Recommendations followed
In accordance with ASX Recommendation 8.2 the Company’s remuneration practices are set out as follows.
The Company’s Constitution specifies that the total amount of remuneration of non-executive directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive directors has been set at $300,000 per annum. Directors may apportion any amount up to this maximum amount amongst the nonexecutive directors as they determine. Directors are also
entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors.
Non-executive director remuneration is by way of fees and statutory superannuation contributions. Non-executive directors do not participate in schemes designed for remuneration of executives nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation.
The remuneration of the Managing Director is determined by the Board as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of employees is determined by the Managing Director subject to the approval of the Board.
The Company’s remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Company. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality personnel.
The Company does not presently emphasise payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators of the Company given the nature of the Company’s business as a recently listed junior mineral exploration entity and the current status of its activities. However the Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board.
The Company also has an Employee Share Option Plan approved by shareholders that enables the Board to offer eligible employees options to ordinary fully paid shares in the Company. Under the terms of the Plan, options to ordinary fully paid shares may be offered to the Company’s eligible employees at no cost in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company. The non-executive directors are not eligible to participate in the Plan.
The employment conditions of the Managing Director are formalised in a contract of employment. The Managing Director’s contract may be terminated at any time by mutual agreement or without notice in serious instances of misconduct.
Further details of director’s remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors’ Report.
These Corporate Governance Policies can be found at www. eromangauranium.com/governance
EROMANGA URANIUM LIMITED ACN 119 031 864
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DiRectoRS RepoRt
Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2008.
DIREcTORs
The names of directors in office at any time during or since the
end of the year are: Robert Michael Kennedy Kevin James Lines Kevin John Anson Wills Ewan John Vickery Adam Bannister (alternate for E J Vickery)
The directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
cOMpANy sEcRETARy
The following person held the position of company secretary at the end of the financial year:
Richard Walter Cumming Willson B.Ac., CPA, GAICD
Bachelor of Accounting, CPA, Graduate Member of the Australian Institute of Company Directors. Mr Willson has had more than 14 years experience. He has worked in public practice and in various financial management and company secretarial roles within the Provimi Australia group, BHP Billiton and the Jumbuck Pastoral group. He has been the Company Secretary since 29 March 2006 and to the date of this report.
pRINcIpAL AcTIvITIEs
The principal activity of the Company during the financial year was uranium exploration.
OpERATING REsULTs
The consolidated net result of operations for the financial year was a profit of $85,834.
DIvIDENDs
There were no dividends declared or paid during the period.
REvIEw Of OpERATIONs
During a year which has presented significant challenges to the uranium exploration sector in Australia, Eromanga Uranium has continued to strengthen its exploration portfolio and maintained its focus on actively drill testing our priority targets. The company identified the potential for the Northern Gawler Craton to host iron oxide, copper, gold and uranium mineralisation (IOCGU) and was able to secure strategic tenure over two significant gravity anomalies in the region. This IOCGU Initiative, centred on the Marla region of northern South Australia, has allowed the company to pursue a dual exploration focus targeting both large IOCGU systems at depth within the basement rocks whilst continuing to test for shallower sandstone-hosted uranium mineralisation around the margins of the Eromanga Basin.
At the Welbourn Hill IOCGU Project the company completed two deep diamond drill holes, EWHDD01 & 02, testing a large coincident gravity/magnetic anomaly. Hole EWHDD02 was successful in intersecting over 350m of intensely altered, variably brecciated and mineralised basement gneisses. Whilst the copper grades returned from this broad intersection were sub-economic, with a best intersection of 18m at 0.1% Cu, the result confirmed the presence of significant volumes of IOCGU type mineralising fluids in the project area and has given strong impetus for further exploration. The second leg of the company’s IOCGU Initiative was focussed on the Nicholson Project where a single 800m deep diamond drill hole, ENDDH01, was completed. The drill hole failed to intersect IOCGU mineralisation but only partially explains the very large gravity anomaly in the project area and the project is under review before further exploration is undertaken.
The primary focus of the company’s sandstone-hosted, or rollfront style, uranium exploration has been on our expansive tenement holdings in the Abminga and Abminga East project areas. The results of airborne EM surveys completed over the entire project area indicated the development of extensive palaeo-drainage systems in the Atlas/Baco area to the north of the township of Marla. An initial rotary-mud drilling program was completed in this area and involved 23 drill-holes for a total of 4,444m. This drilling program confirmed that the palaeodrainages, as interpreted from the airborne EM, were developed in shallow Tertiary sediments that are largely oxidised and not considered prospective for the development of significant uranium mineralisation. However, the drilling also confirmed that the company’s primary target in the deeper Mesozoic age Algebuckina Sandstone remains highly prospective with the drilling returning multiple anomalous gamma responses. Following this initial drill testing, exploration has been directed at better defining the deeper palaeo-drainages using an integrated approach that combines the airborne EM, magnetic and micro-gravity surveys. This approach has been very successful and will allow greater control of drilling during our subsequent drill campaigns.
At the Kingoonya and Billa Kalina Projects the company completed airborne EM surveys, utilising the REPTEM system, over the entire tenement holdings. Detailed computer processing and analysis of the data from these surveys has been very encouraging and has generated multiple drill targets for testing when all access requirements are finalised.
At the Marree Project the results of the first round of rotarymud drilling has focussed the company’s exploration efforts on the more easterly sector of our tenement holdings where higher uranium contents in the local source rocks give greater chances of exploration success.
Eromanga Uranium was successful in its application for new exploration tenure at the Suplejack Project in the Tanami region of the Northern Territory. This area is highly prospective for unconformity-related uranium mineralisation as well as hosting excellent gold potential. Negotiations to finalise an access agreement with the Traditional Owners are underway.
EROMANGA URANIUM LIMITED ACN 119 031 864
DiRectoRS RepoRt
7
fINANcIAL pOsITION
The net assets of the company have increased by $192,886 during the financial year from $23,533,791 at 30 June 2007 to $23,726,677 at 30 June 2008. The company has been actively undertaking exploration activities and has capitalised $5,931,752 in exploration expenditure during the financial year.
The directors believe the Company is in a strong and stable
financial position to continue its exploration activities.
sIGNIfIcANT cHANGEs IN sTATE Of AffAIRs
There were no significant changes in state of affairs during the financial year.
AfTER BALANcE DATE EvENTs
No circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial years.
fUTURE DEvELOpMENTs, pROspEcTs AND BUsINEss sTRATEGIEs
The Company remains well positioned to maintain very active exploration programs over the coming year. Whilst stock market conditions have been difficult over the last twelve months the underlying fundamentals for the global energy sector and the uranium industry in particular continue to be very healthy. This positive outlook for uranium underpins the company’s commitment to ongoing uranium exploration across our extensive project portfolio in Australia.
At the Abminga and Abminga East Projects drill based exploration programs will continue on a campaign basis throughout 2008-09. It is anticipated that access agreements with the Traditional Owners will be finalised in the second quarter of the year allowing exploration to commence on the highly prospective portion of the project area located in the Northern Territory.
At the Welbourn Hill and Nicholson Projects the company will continue to advance its IOCGU Initiative over the Northern Gawler Craton. A detailed review of all exploration results received to-date is currently underway and will form the basis for decisions on the location of future drilling campaigns.
The second round of drilling is scheduled to commence at the Marree Project early in the second quarter of 2008-09 and initial drill testing at the Kingoonya Project is anticipated to be underway early in the 2009 calendar year.
At the Suplejack Project, in the Tanami region of the Northern Territory, the company is hopeful that all pre-requisite agreements with the Traditional Owners can be in place by the third quarter of the year allowing on-ground exploration to commence immediately following the end of the wet season.
Eromanga Uranium Ltd maintains an active project review and project generation function with a strong focus on assessing acquisition and/or farm-in opportunities over more advanced
uranium properties within Australia. The Company retains a healthy balance sheet and is very well positioned to be an active participant in the growth of the uranium exploration and mining sector in the coming years.
ENvIRONMENTAL IssUEs
The consolidated group’s operations are subject to significant environmental regulation under both Commonwealth and relevant State legislation in relation to discharge of hazardous waste and materials arising from any exploration or mining activities and development conducted by the group on any of its tenements. The group believes it is not in breach of any environmental obligation.
INfORMATION ON DIREcTORs
Robert Michael Kennedy
Non-Executive Chairman - ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, Life Member AIM, FAICD
A Chartered Accountant and a consultant to Kennedy & Co, Chartered Accountants, a firm he founded. Mr Kennedy has been a director since incorporation 29 March 2006. Mr Kennedy is the Chairman of Beach Petroleum Limited (Director since 1991, Chairman since 1995), Flinders Diamonds Limited (since 2001), Maximus Resources Limited (since 2004), Monax Mining Limited (since 2004), Marmota Energy Limited (since 2006) and Ramelius Resources Limited (since 2004).
Mr Kennedy brings to the Board his expertise in finance and management consultancy and extensive experience as chairman and non-executive director of a range of listed public companies. Mr Kennedy is a member of the Audit Committee.
Kevin James Lines
Managing Director - B.Sc.(Geology), MAusIMM
A director since incorporation 29 March 2006. Mr Lines has over 25 years experience in mineral exploration and mining for gold, copper, lead/zinc and tin. He has held senior geological and management positions within Newmont Australia Limited, Normandy Mining Limited and the CRA group of companies. He was the foundation Chief Geologist at Kalgoorlie Consolidated Gold Mines where he led the team that developed the ore-body models and geological systems for the Super-Pit Operations in Kalgoorlie. He has managed the Eastern Australian Exploration Division of Newmont Australia that included responsibility for the expansive tenement holdings of the Tanami region.
Mr Lines has extensive experience in the assessment and evaluation of exploration projects, development properties and mining operations globally. During the last decade he has completed assignments in China, South America, North America, West Africa, Indonesia, and multiple regions of the Former Soviet Union. Most recently he has acted as Consulting Geologist-Newmont Australia with responsibility for the Western Pacific Region. He is a Member of the Australasian Institute of Mining and Metallurgy.
Mr Lines is a director of Ramelius Resources Limited (since 2008).
EROMANGA URANIUM LIMITED ACN 119 031 864
8 DiRectoRS RepoRt
Kevin John Anson wills
Non-Executive Director - ARSM, PhD, FAusIMM
A director since incorporation 29 March 2006. Dr Kevin Wills is a geologist with 31 years experience in multi commodity mineral exploration including uranium exploration, feasibility studies and mine operations in Australasia. Dr Wills spent seven years with CRA Exploration Pty Ltd, the highlight of which was involvement with the location and evaluation of the Argyle Diamond Deposit. Later, with Penarroya Australia Pty Ltd, his work led to an expansion of reserves at Thalanga and the discovery of the Waterloo base metals deposit.
In the late 1980s, Dr Wills was exploration manager with Metana Minerals NL. He built up a successful exploration team which extended known gold ore bodies and made new discoveries. In the early 1990s, Dr Wills was regional exploration manager with Dominion Mining Ltd, based in Adelaide. His work on the Gawler Craton led to the development of a calcrete sampling technique which, later on, was instrumental in the Challenger gold discovery.
Dr Wills is currently managing director of Flinders Diamonds Limited (since 2000) and Maximus Resources Limited (since 2004). He is a past chairman of the Adelaide Branch of the AusIMM and the Exploration Committee at the South Australian Chamber of Mines and Energy.
Ewan John vickery
Non-Executive Director – L.LB
A director since incorporation 29 March 2006. Mr Vickery is a corporate and business lawyer with over 30 years experience in private practice in Adelaide. He has acted as an advisor to companies on a variety of corporate and business issues including capital and corporate restructuring, native title and land access issues, and as lead native title advisor and negotiator for numerous mining and petroleum companies.
Mr Vickery is a Director of Flinders Diamonds Limited (since 2001), Maximus Resources Limited (since 2004) and member of the Exploration Committee of the South Australian Chamber of Mines and Energy Inc, the International Bar Association Energy and Resources Law Section, the Australian Institute of Company Directors and is a past national president of Australian Mining and Petroleum Law Association (AMPLA Limited).
Mr Vickery is the Chairman of the audit committee.
Adam Bannister
Alternate for E J Vickery (Non Executive) – L.LB
Alternate Director since 22 May 2006. Mr Bannister is a lawyer who has specialised in commercial litigation for 20 years. He is the Lead litigation lawyer for the Adelaide and Darwin partnership of Minter Ellison and sits on the Firm’s Board.
Mr Bannister has successfully prosecuted and defended claims on behalf of public and private organisations across every industry sector. He has a special interest in competition law, regulatory matters and complex large scale litigation chiefly in the areas of building and construction and technology and information law.
REMUNERATION REpORT (AUDITED)
Remuneration of Directors and key management personnel
This report details the nature and amount of remuneration for each key management person of the Company and for the executives receiving the highest remuneration.
(a) Directors and key management personnel
The names and positions held by Directors and key management personnel of the Company during the financial year are:
Name position
Mr R M Kennedy Chairman - Non-executive Mr E J Vickery Director - Non-executive Dr K J A Wills Director - Non-executive Mr K J Lines Managing Director - Executive Mr A Bannister Alternate Director Mr R W C Willson Chief Financial Officer / Company Secretary
(b) Directors and key management personnel Remuneration
| 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits | 2008 Primary Benefits |
|---|---|---|---|---|---|---|---|
| Directors | Directors fees |
Salary |
Non cash items |
Cash bonus |
Super contri- butions |
Options | Total |
| $ | $ | $ | $ | $ | $ | $ | |
| Mr R M Kennedy 77,981 - - - 7,019 - 85,000 Mr E J Vickery 50,000 - - - - - 50,000 Dr K J A Wills 45,872 - - - 4,128 - 50,000 Mr K J Lines - 248,463 - - 20,642 - 269,105 Mr A Bannister - - - - - - - Mr R W C Willson* - 197,432 - - 16,325 8,910 222,667 |
|||||||
| 173,853 445,895 - - 48,114 8,910 676,772 |
| 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits | 2007 Primary Benefits |
|---|---|---|---|---|---|---|---|
| Directors | Directors fees |
Salary |
Non cash items |
Cash bonus |
Super contri- butions |
Options | Total |
| $ | $ | $ | $ | $ | $ | $ | |
| Mr R M Kennedy 48,930 - - - 4,404 - 53,334 Mr E J Vickery 30,000 - - - - - 30,000 Dr K J A Wills 27,523 - - - 2477 - 30,000 Mr K J Lines - 188,837 - - 16,994 - 205,832 Mr A Bannister - - - - - - - Mr R W C Willson* - 155,768 - - 14,019 8,800 178,587 |
|||||||
| 106,453 344,605 - - 37,895 8,800 497,753 |
-
Director’s fees for Mr Vickery are paid to a related entity of the Director
-
** Mr Willson is employed by FME Exploration Services Pty Ltd. His services are provided as part of the services agreement in place between FME Exploration Services Pty Ltd and Flinders Mines Ltd. The management fees paid by Flinders Mines Ltd are outlined in Note 23. This agreement was formalised 3 August 2006.
The Directors conclude that there are no other executives requiring disclosure other than those listed.
EROMANGA URANIUM LIMITED ACN 119 031 864
DiRectoRS RepoRt
9
(c) service agreements
During the financial year, the Company reviewed the employment agreement of Mr Lines in respect of his services as Managing Director. The salary was set at $250,000 per annum inclusive of superannuation guarantee contributions to be reviewed periodically. There were neither post employment retirement benefits previously approved by members of the Company in a general meeting nor any paid to Directors of the Company. There were no post employment retirement benefits paid or payable to key management personnel.
Employee share Option plan
The Company has an Employee Share Option Plan approved by shareholders that enables the Board to offer eligible employees options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company’s eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. During the year 860,500 options with a fair value of $107,052 were issued to employees at no cost. No employee share options were issued to the Directors during the year.
REMUNERATION pRAcTIcEs
The Company’s policy for determining the nature and amounts of emoluments of board members and senior executive officers of the Company is as follows.
The Company’s Constitution specifies that the total amount of remuneration of Non-executive Directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of Non-executive Directors has been set at $300,000 per annum. Directors may apportion any amount up to this maximum amount amongst the Nonexecutive Directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as Directors. The remuneration of the Managing Director is determined by the Non-executive Directors on the Board as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of other executive officers and employees is determined by the Managing Director subject to the approval of the Board.
Non-executive Director remuneration is by way of fees and statutory superannuation contributions. Non-executive Directors do not participate in schemes designed for remuneration of executives nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation.
The Company does not presently emphasize payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators of the Company given the nature of the Company’s business as a recently listed junior mineral exploration entity and the current status of its activities. However the Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board.
The Company also has an Employee Share Option Plan approved by shareholders that enables the Board to offer eligible employees options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options for ordinary fully paid shares may be offered to the Company’s eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company.
The employment conditions of the Managing Director, Mr Lines are formalised in a contract of employment. The base salary as set out in the employment contract is reviewed annually. The Managing Directors’ contract may be terminated at any time by mutual agreement. The Company may terminate this contract without notice in serious instances of misconduct.
OpTIONs GRANTED As REMUNERATION
Apart from the options granted under the Company’s Employee Share Option Plan as detailed above, no other options were granted to Directors or key management personnel of the Company during the financial year.
sHAREs IssUED ON EXERcIsE Of REMUNERATION OpTIONs
No shares were issued to Directors as a result of the exercise of remuneration options during the financial year.
DIREcTORs’ INTEREsTs IN sHAREs AND OpTIONs
Directors’ relevant interests in shares and options of the Company are disclosed in note 5 to the accounts.
The Company’s remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Company. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality personnel.
EROMANGA URANIUM LIMITED ACN 119 031 864
10
MEETINGs Of DIREcTORs
During the financial year, 14 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:
| Directors meetings | Directors meetings | Audit Committee meeting | Audit Committee meeting | |
|---|---|---|---|---|
| Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
|
| R M Kennedy 12 12 2 2 K J Lines 12 12 1 1 K J A Wills 12 12 1 1 E J Vickery 12 12 2 2 A Bannister - - - - |
INDEMNIfIcATION AND INsURANcE Of OffIcERs
OpTIONs
Since the end of the financial year no shares were issued as a result of the exercise of options as follows. There were no amounts unpaid on shares issued.
At the date of this report, the unissued ordinary shares of Eromanga Uranium Limited under option are as follows:
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----- Start of picture text -----
Grant date Date of expiry Exercise price Number under
Option
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| 4 April 2006 | 30 June 2011 | $0.30 | 17,500,000 |
|---|---|---|---|
| 20 June 2006 | 30 June 2011 | $0.30 | 1,250,000 |
| 26 October 2006 | 30 June 2011 | $0.30 | 8,035,714 |
| 10 April 2007 | 20 March 2012 | $0.22 | 283,000 |
| 16 November 2007 | 19 November 2012 | $0.22 | 225,000 |
| 5 March 2008 | 5 March 2013 | $0.165 | 635,500 |
| 27,929,214 |
Indemnification
The Company is required to indemnify the Directors and other officers of the company against any liabilities incurred by the Directors and officers that may arise from their position as Directors and officers of the Company. No costs were incurred during the year pursuant to this indemnity.
The Company has entered into deeds of indemnity with each Director whereby, to the extent permitted by the Corporations Act 2001, the Company agreed to indemnify each Director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings.
Insurance premiums
No person entitled to exercise an option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
pROcEEDINGs ON BEHALf Of cOMpANy
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the financial year.
Since the end of the previous year the Company has paid insurance premiums in respect of Directors’ and officers’ liability and legal expenses’ insurance contracts.
EROMANGA URANIUM LIMITED ACN 119 031 864
11
NON-AUDIT sERvIcEs
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 services disclosed below did not compromise the external auditor’s independence for the following reasons:
-
all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
-
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
There were no fees for non-audit services paid/payable to the external auditors during the year ended 30 June 2008.
AUDITOR’s INDEpENDENcE DEcLARATION
The lead auditor’s independence declaration for the year ended 30 June 2008 has been received and can be found on page 12 of the directors’ report.
Dated at Adelaide this 24th day of September 2008 and signed in accordance with a resolution of the directors.
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----- Start of picture text -----
Robert M Kennedy
Chairman
----- End of picture text -----
EROMANGA URANIUM LIMITED ACN 119 031 864
12
auDitoRS inDepenDence DeclaRation
==> picture [104 x 110] intentionally omitted <==
----- Start of picture text -----
Grant Thornton South Australian
Partnership
ABN 27 244 906 724
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
DX 275 Adelaide
T 61 8 8372 6666
F 61 8 8372 6677
E [email protected]
W www.grantthornton.com.au
----- End of picture text -----
-
-
[]
EROMANGA URANIUM LIMITED ACN 119 031 864
13
For the year ended 30 June 2008
incoMe StateMent
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----- Start of picture text -----
Note Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
----- End of picture text -----
| 2008 $ 2007 $ 2008 $ 2007 $ |
|
|---|---|
| Revenue 2 Marketing expenses 3 Administrative expense 3 Exploration expense Finance costs Other expenses Profit / (loss) before income tax Income tax expense 4 Profit / (loss) for the period attributable to shareholders of the company Basic earnings / (loss) per share (cents) 7 Diluted earnings / (loss) per share (cents) 7 |
647,964 621,256 647,964 621,256 48,572 240,403 48,572 240,403 338,741 739,132 338,741 739,132 173,740 67,076 173,740 67,076 374 1,411 374 1,411 703 3,278 703 3,278 |
| 85,834 (430,044) 85,834 (430,044) - 287,601 - 287,601 |
|
| 85,834 (717,645) 85,834 (717,645) |
|
| 0.07 (0.79) 0.07 (0.79) |
The accompanying notes form part of these financial statements.
EROMANGA URANIUM LIMITED ACN 119 031 864
14
Balance Sheet
As at 30 June 2008
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----- Start of picture text -----
Note Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
----- End of picture text -----
| CURRENT ASSETS Cash and cash equivalents 8 Trade and other receivables 9 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 9 Plant and equipment 14 Investments accounted for using the equity method 10 Financial assets 12 Exploration and evaluation expenditure 15 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 16 Short-term provisions 17 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 18 Reserves 19 Retained earnings TOTAL EQUITY |
6,539,055 12,041,138 6,539,055 12,041,138 469,263 425,740 469,263 425,740 |
|---|---|
| 7,008,318 12,466,878 7,008,318 12,466,878 |
|
| - - 7,232,906 1,301,154 397,927 360,234 397,927 360,234 1 1 1 1 - - 9,626,536 9,626,536 16,859,442 10,927,690 - - |
|
| 17,257,370 11,287,925 17,257,370 11,287,925 |
|
| 24,265,688 23,754,803 24,265,688 23,754,803 |
|
| 514,818 208,654 514,818 208,654 24,193 12,358 24,193 12,358 |
|
| 539,011 221,012 539,011 221,012 |
|
| 539,011 221,012 539,011 221,012 |
|
| 23,726,677 23,533,791 23,726,677 23,533,791 |
|
| 23,543,734 23,543,734 23,543,734 23,543,734 847,332 740,280 847,332 740,280 (664,389) (750,223) (664,389) (750,223) |
|
| 23,726,677 23,533,791 23,726,677 23,533,791 |
The accompanying notes form part of these financial statements.
EROMANGA URANIUM LIMITED ACN 119 031 864
15
For the year ended 30 June 2008
StateMent oF chanGeS in equity
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Issued Capital Share Option Retained Total
Reserve Earnings
$ $ $ $
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| CONSOLIDATED GROUP Balance at 1 July 2006 Profit / (loss) for the period Shares issued during the period Options issued during the period Transaction costs (net of tax) Balance at 30 June 2007 Profit / (loss) for the period Shares issued during the period Options issued during the period Transaction costs (net of tax) Balance at 30 June 2008 PARENT ENTITY Balance at 1 July 2006 Profit / (loss) for the period Shares issued during the period Options issued during the period Transaction costs (net of tax) Balance at 30 June 2007 Profit / (loss) for the period Shares issued during the period Options issued during the period Transaction costs (net of tax) Balance at 30 June 2008 |
581,503 - (32,578) 548,925 - - (717,645) (717,645) 23,638,300 - - 23,638,300 - 740,280 - 740,280 (676,069) - - (676,069) |
|---|---|
| 23,543,734 740,280 (750,223) 23,533,791 |
|
| - - 85,834 85,834 - - - - - 107,052 - 107,052 - - - - |
|
| 23,543,734 847,332 (664,389) 23,726,677 |
|
| 581,503 - (32,578) 548,925 - - (717,645) (717,645) 23,638,300 - - 23,638,300 - 740,280 - 740,280 (676,069) - - (676,069) |
|
| 23,543,734 740,280 (750,223) 23,533,791 |
|
| - - 85,834 85,834 - - - - - 107,052 - 107,052 - - - - |
|
| 23,543,734 847,332 (664,389) 23,726,677 |
The accompanying notes form part of these financial statements.
EROMANGA URANIUM LIMITED ACN 119 031 864
16
caSh Flow StateMent
For the year ended 30 June 2008
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Note Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
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| CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Net cash provided by (used in) operating activities 21 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment Purchase of subsidiaries Payment for exploration activities Loans to related entities Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Capital raising costs Net cash provided by (used in) financing activities Net increase (decrease) in cash held Cash at beginning of financial year Cash at end of financial year 8 |
852,810 318,403 852,810 318,403 (197,229) (993,141) (197,229) (993,141) |
|---|---|
| 655,581 (674,738) 655,581 (674,738) |
|
| (93,602) (376,510) (93,602) (376,510) - - - (66,537) (5,931,752) (1,265,327) - - (132,310) - (6,064,062) (1,198,790) |
|
| (6,157,664) (1,641,837) (6,157,664) (1,641,837) |
|
| - 14,758,300 - 14,758,300 - (911,687) - (911,687) |
|
| - 13,846,613 - 13,846,613 |
|
| (5,502,083) 11,530,038 (5,502,083) 11,530,038 |
|
| 12,041,138 511,100 12,041,138 511,100 |
|
| 6,539,055 12,041,138 6,539,055 12,041,138 |
The accompanying notes form part of these financial statements.
EROMANGA URANIUM LIMITED ACN 119 031 864
17
noteS to the Financial StateMentS
For the year ended 30 June 2008
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Eromanga Uranium Limited as an individual entity and the consolidated entity consisting of Eromanga Uranium Limited and its subsidiaries.
Basis of preparation
This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting standards board, Urgent Issues group Interpretations and corporations Act 2001.
Compliance with IFRS
Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report of Eromanga Uranium Limited complies with International Financial Reporting Standards. (IFRS).
Historical cost convention
This financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Accounting policies
a) Principles of consolidation
A controlled entity is any entity Eromanga Uranium Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 13 to the financial statements. All controlled entities have a June financial year-end.
All inter-company balances and transactions between entities in the consolidated group, 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 consolidated group 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 income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when
the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. 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 assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of setoff exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
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.
Subsequent costs are included in the assets’ carrying amount or recognised as separate assets, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which are they are incurred.
EROMANGA URANIUM LIMITED ACN 119 031 864
18 noteS to the Financial StateMentS continueD
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
| Class of non current asset | Depreciation rate | Basis of depreciation |
|---|---|---|
| Plant and equipment 12.5–40% Straight line |
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 in comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When re-valued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
d) Exploration expenditure
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.
e) Financial instruments
Recognition and initial measurement
Financial instruments, incorporation financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
Classification and subsequent measurement
- (i) 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 subsequently measured at amortised cost using the effective interest rate method.
- (ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.
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 arm’s length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assesses 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.
f) 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.
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.
EROMANGA URANIUM LIMITED ACN 119 031 864
noteS to the Financial StateMentS continueD
19
g) Investments in associates
Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognised the group’s share of post-acquisition reserves of its associates.
h) Interests in joint ventures
The consolidated group’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated financial statements. Details of the consolidated group’s interests are shown at Note 11.
The consolidated group’s interests in joint venture entities are brought to account using the equity method of accounting in the consolidated financial statements. The parent entity’s interests in joint venture entities are brought to account using the cost method.
i) Employee benefits
Provision is made for the group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Equity-settled compensation
The cost of equity-settled transactions is measured by the fair value at the date at which the equity instruments are granted. The fair value is determined using the Black-Scholes pricing model. The cost is recognised as an expense in the income statement with a corresponding increase in the share option reserve or issued capital when the options or shares are issued.
k) Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
l) 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 Taxation 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 expense. Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
m) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.
Key estimates — impairment
The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-inuse calculations performed in assessing recoverable amounts incorporate a number of key estimates.
j) 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.
EROMANGA URANIUM LIMITED ACN 119 031 864
20 noteS to the Financial StateMentS continueD
NOTE 2. REVENUE
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Operating activities Interest received from other persons NOTE 3. PROFIT/(LOSS) FOR THE YEAR |
647,964 621,256 647,964 621,256 |
|||
| Consolidated Group | Parent Entity | |||
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Marketing expenses Company promotion Corporate consulting Public relations Subscriptions Conferences Other Administration expenses Accounting ASX fees Audit Depreciation Depreciation capitalised - exploration and evaluation Insurance Legal fees Management services Employee benefits expense Share registry Other |
1,983 141,229 1,983 141,229 24,694 41,560 24,694 41,560 516 13,983 516 13,983 10,349 24,840 10,349 24,840 6,115 15,994 6,115 15,994 4,915 2,797 4,915 2,797 |
|||
| 48,572 240,403 48,572 240,403 |
||||
| 1,770 6,842 1,770 6,842 7,478 54,275 7,478 54,275 21,000 23,929 21,000 23,929 697 16,276 697 16,276 – (5,551) – (5,551) 13,694 25,895 13,694 25,895 – 21,917 – 21,917 97,308 135,331 97,308 135,331 114,621 309,154 114,621 309,154 10,657 45,930 10,657 45,930 78,206 141,084 78,206 141,084 |
||||
| 338,741 739,132 338,741 739,132 |
NOTE 4. INCOME TAX EXPENSE
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Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
a. The components of tax expense comprise:
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| **a. ** | The components of tax expense comprise: | 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|---|---|---|---|---|---|
| Current tax | - | 287,601 | - | 287,601 | |
| Deferred tax | - | - | - | - | |
| - | 287,601 | - | 287,601 | ||
| **b. ** | The prima facie tax on profit from ordinary | activities before | income tax is reconciled to the income tax | ||
| as follows: | |||||
| Profit/(loss) for the year before income tax | 25,750 | (1,471) | 25,750 | (1,471) | |
| Tax effect of: | |||||
| Add | |||||
| - Non-allowable items | 12,335 | 66,424 | 12,335 | 66,424 | |
| - Share options expensed during the year | 32,116 | 13,584 | 32,116 | 13,584 | |
| - Share placement issue costs | - | 287,601 | - | 287,601 | |
| Recoupement of prior year tax losses not brought to | |||||
| account | (70,201) | (78,537) | (70,201) | (78,537) | |
| - | 287,601 | - | 287,601 |
Deferred tax assets on the timing differences have not been recognised as they do not meet the recognition criteria as outlined in Note 1(b) in the financial statements.
EROMANGA URANIUM LIMITED ACN 119 031 864
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21
NOTE 5. KEY MANAGEMENT PERSONNEL COMPENSATION
- a. Names and positions held of consolidated group and parent entity key management personnel in office at any time during the financial year are:
Key management person Position
R M Kennedy Non-Executive Chairman K J Lines Managing Director E J Vickery Non-Executive Director K J A Wills Non-Executive Director R W C Willson Chief Financial Officer & Company Secretary A Bannister Alternate Director for E J Vickery
Key management personnel renumeration has been included in the Remuneration Report section of the Directors Report.
- b. Options and Rights Holdings
Number of options held by key management personnel.
| Balance 1.7.2007 |
Issued as remuneration |
Net change other |
Balance 30.6.2008 |
Total vested 30.6.2008 |
Total exercisable 30.6.2008 |
Total unexercisable 30.6.2008 |
|
|---|---|---|---|---|---|---|---|
| R M Kennedy() K J Lines() K J A Wills E J Vickery() R W C Willson() A Bannister |
3,500,000 - - 3,500,000 3,500,000 3,500,000 - 4,375,000 - - 4,375,000 4,375,000 4,375,000 - 3,500,000 - - 3,500,000 3,500,000 3,500,000 - 3,500,000 - (3,272,875) 227,125 227,125 227,125 - 305,000 77,000 382,000 382,000 382,000 - - - - - - - |
||||||
| 15,180,000 77,000 (3,272,875) 11,984,125 11,984,125 11,984,125 - |
c. Share Holdings
Number of shares held by key management personnel.
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Balance Received as Net change other Balance
1.7.2007 compensation 30.6.2008
R M Kennedy [()] 3,640,001 - 65,999 3,706,000
----- End of picture text -----*
| R M Kennedy(*) | Balance 1.7.2007 Received as compensation Net change other Balance 30.6.2008 3,640,001 - 65,999 3,706,000 |
|---|---|
| K J Lines() K J A Wills E J Vickery() R W C Willson(*) A Bannister |
4,475,001 - - 4,475,001 3,500,000 - - 3,500,000 4,050,001 - (3,693,674) 356,327 200,000 - - 200,000 - - - - |
| 15,865,003 - (3,627,675) 12,237,328 |
(*) Held by Directors and entities in which Directors have a relevant interest.
NOTE 6. AUDITORS REMUNERATION
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Remuneration of the auditor of the company for: - Auditing or reviewing the financial report - Independent Report for Prospectus |
21,000 23,929 21,000 23,929 - 10,000 - 10,000 |
|||
| 21,000 33,929 21,000 33,929 |
EROMANGA URANIUM LIMITED ACN 119 031 864
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NOTE 7. EARNINGS PER SHARE
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2008 2007
Earnings used to calculate basic and dilutive EPS $85,834 ($717,645)
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| Earnings used to calculate basic and dilutive EPS | 2008 $85,834 |
2007 ($717,645) |
|---|---|---|
| Weighted average number of ordinary shares outstanding during the year used to calculate | ||
| basic EPS | 125,442,346 | 91,185,178 |
| Weighted average number of options outstanding during the year used to calculate dilutive EPS | - | |
| Weighted average number of ordinary shares outstanding during the year used to calculate | ||
| dilutive EPS | 125,442,346 | 91,185,178 |
The weighted average number of options on issue at 30 June 2008 was 27,411,737 (2007: 24,136,714). Options have an anti dilutive effect and therefore have not been included in the calculation of earnings per share.
NOTE 8. CASH AND CASH EQUIVALENTS
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Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
Cash at bank and in hand 439,055 1,141,138 439,055 1,141,138
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| Short-term bank deposits The effective interest rate on short-term bank deposits was 7.9% (2007 - 6.5%) These deposits have an average maturity of 83 days. Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: Cash and cash equivalents |
6,100,000 10,900,000 6,100,000 10,900,000 |
|---|---|
| 6,539,055 12,041,138 6,539,055 12,041,138 |
|
| 6,539,055 12,041,138 6,539,055 12,041,138 |
NOTE 9. TRADE AND OTHER RECEIVABLES
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Note Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
----- End of picture text -----
| Current Interest receivable Receivable from FME Exploration Services Pty Ltd 9a Other receivable Non Current Receivable from Eromanga Uranium Resources Pty Ltd 9b |
98,008 302,854 98,008 302,854 250,000 117,690 250,000 117,690 121,255 5,196 121,255 5,196 |
|---|---|
| 469,263 425,740 469,263 425,740 |
|
| - - 7,232,906 1,301,154 |
|
| - - 7,232,906 1,301,154 |
- 9a The entity advanced this amount to assist in the funding of working capital. The entity provides support to the associated company to ensure it can pay its debts as and when they fall due and payable.
This receivable from the associated company is repayable at call and interest at market rates can be charged at the discretion of the Directors of Eromanga. The entity will not seek repayment where such repayments would prejudice the associated company’s ability to meet any obligations as and when they fall due.
- 9b The parent entity advanced this amount to assist in the funding of working capital. The parent entity provides support to the subsidiary to ensure it can pay its debts as and when they fall due and payable.
This receivable from the subsidiary has no fixed date for repayment and is non interest bearing. The parent entity will not seek repayment where such repayments would prejudice the subsidary’s ability to meet any obligations as and when they fall due.
EROMANGA URANIUM LIMITED ACN 119 031 864
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23
NOTE 10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Interests are held in the following associated companies.
| Name | Principal activities | Country of incorporation |
Shares | Ownership interest |
Ownership interest |
Carrying amount of investment |
Carrying amount of investment |
|---|---|---|---|---|---|---|---|
| 2008 % |
2007 % |
2008 $ |
2007 $ |
||||
| Unlisted: FME Exploration Services Pty Ltd Administration Services Australia Ord 33.3 33.3 1 1 |
a. Summarised presentation of aggregate assets, liabilities and performance of associate.
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Current assets Non current assets Total assets Current liabilities Total liabilities Net assets Share of associate’s profit after tax |
366,430 114,142 366,430 114,142 478,183 321,184 478,183 321,184 |
|||
| 844,613 435,326 844,613 435,326 |
||||
| 844,610 435,323 844,610 435,323 |
||||
| 844,610 435,323 844,610 435,323 |
||||
| 3 3 3 3 |
||||
| - - - - |
NOTE 11. JOINT VENTURES
The Consolidated group has the following interests in Joint Ventures:
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No. State Agreement Name Parties Summary
----- End of picture text -----
| 1 | SA & NT | Eromanga Basin | Eromanga Uranium Ltd | ERO can earn a 70% interest in MXR’s Eromanga Basin project |
|---|---|---|---|---|
| Joint Venture | (ERO)_and_Maximus | tenements in SA and the NT by spending $7 000 000 on the | ||
| Resources Ltd (MXR) | tenements within 6 years | |||
| 2 | SA | Billa Kalina Joint | ERO_and_MXR | ERO can earn a 50% interest in the non-diamond mineral rights of |
| Venture | MXR’s Billa Kalina project tenements by spending $3 000 000 on | |||
| the tenements within 6 years | ||||
| 3 | SA | Abminga Project | ERO_and_Caldera | ERO has earned 100% of the uranium rights in EL 3186 for a cash |
| – Letter of Offer – | Resources Pty Ltd_and_ | payment of $20 000 and a commitment to undertake an airborne | ||
| EL 3186 | Ellendale Resources NL | EM survey over the project area within 12 months and to maintain | ||
| the tenement in good standing | ||||
| 4 | SA | Todmorden Project | ERO_and_International | ERO may earn a 60% interest in the JV by spending $250 000 on |
| Metals Ltd | EL4001 within a maximum 2 year period and a further 20% by | |||
| spending an additional $250 000 within a further maximum 2 year | ||||
| period |
EROMANGA URANIUM LIMITED ACN 119 031 864
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NOTE 12 FINANCIAL ASSETS
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Available for sale financial assets Available for sale financial assets comprise Unlisted investments at cost - Shares in controlled entities Total available for sale financial assets |
- - 9,626,536 9,626,536 |
|||
| - - 9,626,536 9,626,536 |
||||
| - - 9,626,536 9,626,536 |
Available for sale financial assets comprise investments in the ordinary issued capital of Eromanga Uranium Resources Pty Ltd. There are no fixed returns or fixed maturity date attached to this investment. The fair value of unlisted available for sale financial assets cannot be readily measured as variability in the range of reasonable fair value estimates is significant. As a result, all unlisted investments are reflected at cost.
NOTE 13. CONTROLLED ENTITIES
Controlled Entities Consolidated
| Country of Incorporation | Percentage Owned (%) | Percentage Owned (%) | |
|---|---|---|---|
| 2008 | 2007 | ||
| Parent Entity Eromanga Uranium Limited Australia Subsidiaries of Eromanga Uranium Limited Eromanga Uranium Resources Pty Ltd Australia 100 100 |
NOTE 14. PLANT AND EQUIPMENT
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Plant and equipment at cost Accumulated depreciation Total plant and equipment |
470,112 376,510 470,112 376,510 (72,185) (16,276) (72,185) (16,276) |
|||
| 397,927 360,234 397,927 360,234 |
Movements in carrying amounts:
Movements in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year.
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Consolidated Group Parent Entity
Plant and Total Plant and Total
equipment equipment
- - - -
Balance at 1 July 2006
----- End of picture text -----
| Additions Disposals Depreciation Balance at 30 June 2007 Additions Disposals Depreciation Balance at 30 June 2008 |
376,510 376,510 376,510 376,510 - - - - (16,276) (16,276) (16,276) (16,276) |
|---|---|
| 360,234 360,234 360,234 360,234 |
|
| 93,602 93,602 93,602 93,602 - - - - (55,909) (55,909) (55,909) (55,909) |
|
| 397,927 397,927 397,927 397,927 |
EROMANGA URANIUM LIMITED ACN 119 031 864
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25
NOTE 15. CAPITALISED EXPLORATION AND EVALUATION EXPENDITURE
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Consolidated Group Parent Entity
2008 2007 2008 2007
$ $ $ $
Exploration and evaluation phases - Joint Ventures 16,859,442 10,927,690 - -
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| Exploration and evaluation phases - Joint Ventures | 2008 $ 2007 $ 2008 $ 2007 $ 16,859,442 10,927,690 - - |
|---|---|
| Total exploration and evaluation expenditure Movements in carrying amounts: Exploration and evaluation Balance at the beginning of the year Amounts capitalised during the year Recognised through acquisition of subsidiary Carrying amount at the end of year |
16,859,442 10,927,690 - - |
| 10,927,690 - - - 5,931,752 1,301,154 - - - 9,626,536 - - |
|
| 16,859,442 10,927,690 - - |
The ultimate recoupment of costs carried forward for exploration phase is dependent on the successful development and commercial exploitation or sale of the respective areas.
NOTE 16. TRADE AND OTHER PAYABLES
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Unsecured Trade payables Sundry payables and accrued expenses Amounts payable to associated companies for management services |
461,267 135,584 461,267 135,584 15,000 52,186 15,000 52,186 38,551 20,884 38,551 20,884 |
|||
| 514,818 208,654 514,818 208,654 |
NOTE 17. SHORT-TERM PROVISIONS
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Employee entitlements Opening balance at 1 July 2007 Additional provisions Amounts used Balance at 30 June 2008 |
24,193 12,358 24,193 12,358 |
|||
| 12,358 - 12,358 - 57,510 25,419 57,510 25,419 (45,675) (13,061) (45,675) (13,061) |
||||
| 24,193 12,358 24,193 12,358 |
EROMANGA URANIUM LIMITED ACN 119 031 864
26 noteS to the Financial StateMentS continueD
NOTE 18. ISSUED CAPITAL
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| 125,442,346 (2007: 125,442,346) fully paid ordinary shares |
23,543,734 23,543,734 23,543,734 23,543,734 |
|||
| Number | Number | Number | Number | |
| Ordinary Shares At the beginning of the reporting period Shares issued during the year 16/10/2006 26/10/2006 31/10/2006 |
125,442,346 21,972,003 125,442,346 21,972,003 80,000 80,000 44,357,143 44,357,143 59,033,200 59,033,200 |
|||
| 125,442,346 125,442,346 125,442,346 125,442,346 |
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
At the date of this report there were 62,107,143 shares under escrow until 31 October 2008.
Options
For information relating to options issued as part consideration of the purchase of Eromanga Uranium Resources Pty Ltd refer to Note 22 Share Based Payments.
For information relating to the Eromanga Uranium Limited Employee option plan including details of options issued and exercised during the finacial year and the options outstanding at year end refer to Note 22 Share Based Payments.
NOTE 19. RESERVES
Share Option Reserve
The Share Option Reserve records items recognised as expenses on valuation of employee options and options issued to external parties in consideration for goods and services rendered.
NOTE 20. COMMITMENTS FOR EXPENDITURE
Exploration Licences
In order to maintain current rights of tenure to exploration tenements the group will be required to outlay in the year ending 30 June 2009 amounts of approximately $3,500,000 in respect of tenement lease rentals and to meet minimum expenditure requirements pursuant to various joint venture requirements.
NOTE 21. CASH FLOW INFORMATION
Reconciliation of cash flow from operations with loss after income tax.
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Consolidated Group Parent Entity
2008 2007 2008 2007
Profit (Loss) after tax 85,834 (717,645) 85,834 (717,645)
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| Non-cash flows in loss Depreciation Issue of options to employees Deferred tax asset written off Changes in operating assets and liabilities Decrease/(Increase) in trade and other receivables Decrease/(Increase) in other assets Increase/(Decrease) in trade and other payables Increase/(Decrease) in provisions Net cash used in operating activities |
55,909 16,276 55,909 16,276 107,052 45,280 107,052 45,280 - 287,601 - 287,601 88,787 (417,727) 88,787 (417,727) - 79,399 - 79,399 307,242 19,720 307,242 19,720 10,757 12,358 10,757 12,358 |
|---|---|
| 655,581 (674,738) 655,581 (674,738) |
EROMANGA URANIUM LIMITED ACN 119 031 864
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27
NOTE 22. SHARE-BASED PAYMENTS
The following share-based payment arrangement existed at 30 June 2008:
On 4 April 2006 17,500,000 options were issued to the Directors and promoters of the Company upon incorporation. The options are exercisable at 30 cents on or before 30 June 2011. The options hold no voting or dividend rights. On 20 June 2006 1,250,000 options were issued to the Company Secretary and the Company’s Corporate Advisors. The options are exercisable at 30 cents on or before 30 June 2011. The options hold no voting or dividend rights.
On 26 October 2006 8,035,714 options were issued as part consideration for the purchase of Eromanga Uranium Resources Pty Ltd. The options are exercisable at 30 cents on or before 30 June 2011. The options hold no voting or dividend rights.
On 10 April 2007 283,000 options were issued to employees under the Company’s employee option plan. The options are exercisable at 22 cents on or before 20 March 2012. The options hold no voting or dividend rights.
On 16 November 2007 225,000 options were issued to employees under the Company’s employee option plan. The options are exercisable at 22 cents on or before 19 November 2012. The options hold no voting or dividend rights.
On 5 March 2008 635,500 options were issued to employees under the Company’s employee option plan. The options are exercisable at 16.5 cents on or before 5 March 2013. The options hold no voting or dividend rights.
| Consolidated Group | Consolidated Group | Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |||||
| Number of Options |
Weighted average Exercise Price $ |
Number of Options |
Weighted average Exercise Price $ |
Number of Options |
Weighted average Exercise Price $ |
Number of Options |
Weighted average Exercise Price $ |
|
| Outstanding at the beginning of the year Granted Outstanding at the end of the year Exercisable at year end |
27,068,714 0.299 18,750,000 0.300 27,068,714 0.299 18,750,000 0.300 860,500 0.179 8,318,714 0.297 860,500 0.179 8,318,714 0.297 |
|||||||
| 27,929,214 0.295 27,068,714 0.299 27,929,214 0.295 27,068,714 0.299 |
||||||||
| 27,929,214 0.295 27,068,714 0.299 27,929,214 0.295 27,068,714 0.299 |
The options outstanding at 30 June 2008 had a weighted average exercise price of $0.295 and a weighted average remaining contractual life of 3 years. Exercise prices range from $0.165 to $0.30 in respect of options outstanding at 30 June 2008.
The weighted average fair value of the options granted during the year was $0.124.
This price was calculated by using a Black Scholes option pricing model applying the following inputs: Weighted average exercise price $0.179 Weighted average life of the option 5.0 years Underlying share price $0.16 Expected share price volatility 104.9% Risk free interest rate 6.87%
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future trends, which may not eventuate. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. Included under “Administrative Expense” in the income statement is $107,052 (2007: $45,280) which relates to share-based payments in accordance with the Company’s Share Option Plan. An amount of $690,000 (2007: $690,000) is included in the Investment in Eromanga Uranium Resources Pty Ltd representing the value of the options given as part consideration of the acquisition of Eromanga Uranium Resources Pty Ltd.
NOTE 23. EVENTS AFTER THE BALANCE SHEET DATE
No circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial years.
EROMANGA URANIUM LIMITED ACN 119 031 864
28 noteS to the Financial StateMentS continueD
NOTE 24. RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Associated companies
-
Administrative services were provided by FME Exploration Services Pty Ltd to Eromanga Uranium Limited for $393,763.
-
Eromanga Uranium Limited advanced FME Exploration Services Pty Ltd $132,310 to fund working capital.
Other related parties
-
Payments during the period to Flinders Diamonds Limited for expenses incurred on behalf of Eromanga Uranium Limited totalled $1,748.
-
Payments during the period to Maximus Resources Limited for expenses incurred on behalf of Eromanga Uranium Limited totalled $452.
NOTE 25. SEGMENT INFORMATION
The entity operates predominately in the mining industry, in Australia and as such has no material reportable segments.
NOTE 26. FINANCIAL INSTRUMENTS
a. Financial risk management
The group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, and loans to subsidiaries.
i Treasury risk management
The senior executives of the group regularly analyse interest rate exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.
ii Financial risks
The main risk the group is exposed to through its financial instruments is liquidity risk.
Liquidity risk
The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funds are available to meet the cash demands.
b. Financial instruments
i) Interest rate risk
The consolidated group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| 2008 | 2008 | |||
|---|---|---|---|---|
| Weighted average effective interest rate |
Floating interest rate |
Non-interest bearing |
Total | |
| Financial assets: Cash and cash equivalents 7.9% Receivables - Total financial assets Financial liabilities: Payables - Total financial liabilities Net financial assets |
6,539,055 - 6,539,055 - 469,263 469,263 |
|||
| 6,539,055 469,263 7,008,318 |
||||
| - 514,818 514,818 |
||||
| - 514,818 514,818 |
||||
| 6,539,055 (45,555) 6,493,500 |
||||
| 2007 | ||||
| Weighted average effective interest rate |
Floating interest rate |
Non-interest bearing |
Total | |
| Financial assets: Cash and cash equivalents 6.5 Receivables - Total financial assets Financial liabilities: Payables - Total financial liabilities Net financial assets |
12,041,138 - 12,041,138 - 425,740 425,740 |
|||
| 12,041,138 425,740 12,466,878 |
||||
| - 208,654 208,654 |
||||
| - 208,654 208,654 |
||||
| 12,041,138 217,086 12,258,224 |
EROMANGA URANIUM LIMITED ACN 119 031 864
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29
NOTE 26. FINANCIAL INSTRUMENTS continued
(ii) Net fair values
The company’s financial assets and liabilities are included in the balance sheet at amounts that approximate net fair value.
iii) Sensitivity analysis
Interest rate risk
The group has performed a sensitivity analysis relating to its exposure to interest rate risk, at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.
Interest rate sensitivity analysis
At 30 June 2008, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:
| Consolidated Group | Consolidated Group | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 $ |
2007 $ |
2008 $ |
2007 $ |
|
| Change in profit Increase in interest rate by 2% 130,781 240,822 130,781 240,822 Decrease in interest rate by 2% (130,781) (240,822) (130,781) (240,822) Change in equity Increase in interest rate by 2% 130,781 240,822 130,781 240,822 Decrease in interest rate by 2% (130,781) (240,822) (130,781) (240,822) |
NOTE 27. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
The following Australian Accounting Standards 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 the preparation of the financial statements at reporting date.
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AASB Amendment Standards Affected Outline of Amendment Application Application
Date of Date for Group
Standard
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| AASB 2007–3 | AASB 6 | Exploration for and | The disclosure requirements of AASB 114: Segment | ||
|---|---|---|---|---|---|
| Amendments to | Evaluation of Mineral | Reporting have been replaced due to the issuing of | |||
| Australian Accounting | AASB 107 | Cash Flow Statements | AASB 8: Operating Segments in February 2007. These | ||
| Standards | AASB 119 AASB 127 AASB 134 |
Employee Benefits Consolidated and Separate Financial Statements Interim Financial |
amendments will involve changes to segment reporting disclosures within the financial report. However, it is anticipated there will be no direct impact on recognition and measurement criteria amounts included in the financial report |
1.1.2009 | 1.7.2009 |
| Reporting | |||||
| AASB 136 | Impairment of Assets | ||||
| AASB 8 Operating | AASB 114 | Segment Reporting | As above | 1.1.2009 | 1.7.2009 |
| Segments | |||||
| AASB 2007–6 | AASB 101 | Presentation of Financial | The revised AASB 123: Borrowing Costs issued in June | ||
| Amendments to | Statements | 2007 has removed the option to expense all borrowing | |||
| Australian Accounting | AASB 107 | Cash Flow Statements | costs. This amendment will require the capitalisation | ||
| Standards | AASB 116 | Property, Plant and Equipment |
of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. However, there will be no direct impact to the |
1.1.2009 | 1.1.2009 |
| amounts included in the financial group as they already | |||||
| capitalise borrowingcosts related toqualifyingassets. | |||||
| AASB 2007–8 | AASB 101 | Presentation of Financial | The revised AASB 101: Presentation of Financial | 1.1.2009 | 1.7.2009 |
| Amendments to | Statements | Statements issued in September 2007 requires the | |||
| Australian Accounting | presentation of a statement of comprehensive income. | ||||
| Standards | |||||
| AASB 101 | AASB 101 | Presentation of Financial | As above | 1.1.2009 | 1.7.2009 |
| Statements |
NOTE 28. COMPANY DETAILS
The principal place of business and registered office is: Eromanga Uranium Limited 62 Beulah Road
Norwood South Australia 5067
EROMANGA URANIUM LIMITED ACN 119 031 864
30
DiRectoRS DeclaRation
The directors of the company declare that :
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1 the financial statements and notes, as set out on pages 13 to 30 are in accordance with the Corporation Act 2001 and:
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a comply with Accounting Standards and the Corporations Regulations 2001; and
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b give a true and fair view of the financial position as at 30 June 2008 and of the performance for the year ended on that date of the company and consolidated group;
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2 the Managing Director and Chief Finance Officer have each declared that:
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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;
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b the financial statements and notes for the financial year comply with the Accounting Standards; and
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c the financial statements and notes for the financial year give a true and fair view;
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3 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.
Robert M Kennedy Director
Dated this 24th day of September 2008
EROMANGA URANIUM LIMITED ACN 119 031 864
31
inDepenDent auDit RepoRt
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Grant Thornton South Australian
Partnership
ABN 27 244 906 724
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
DX 275 Adelaide
T 61 8 8372 6666
F 61 8 8372 6677
E [email protected]
W www.grantthornton.com.au
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EROMANGA URANIUM LIMITED ACN 119 031 864
32 inDepenDent auDit RepoRt
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EROMANGA URANIUM LIMITED ACN 119 031 864
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