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ENOVA MINING LIMITED Annual Report 2012

Mar 26, 2013

64858_rns_2013-03-26_304c6606-08a3-49e6-8171-7ad1bc8ceca0.pdf

Annual Report

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ABN 64 087 595 980

ANNUAL FINANCIAL REPORT 2012

DIRECTORS

Robert L Richardson (Chairman) Geoffrey S Eupene (Executive Director) Peter W Walker (Non Executive Director) Malcolm K Smartt (Finance Director)

COMPANY SECRETARY

Malcolm K Smartt

REGISTERED OFFICE

Level 3, 80 Arthur Street, North Sydney, NSW 2060 Telephone: (02) 9957 3199 Facsimile: (02) 9954 4011

AUDITORS BDJ Partners Audit Pty Ltd BANK Westpac Banking Corporation

DARWIN EXPLORATION AND ADMINISTRATION OFFICE

Suite 8 Raffles Plaza 1Buffalo Court DARWIN NT 0800

Phone – 61 8 8981 5911 Fax – 61 8 8941 1364

SHARE REGISTRY

Registries Limited Level 7, 207 Kent Street Sydney NSW 2000

Phone – 1300 737 760

2

Your Directors present their report on the consolidated entity consisting of Crossland Uranium mines and the entities it controlled at the end of, and during the year ended 31 December 2012

Directors Report

Directors

The following persons were Directors of Crossland Uranium Mines Limited during the whole of the financial year and up to the date of this report:

Robert L Richardson

Patrick J D Elliott (Resigned 10 May 2012) Geoffrey S Eupene Peter W Walker Robert A Cleary (Resigned 24 February 2013) Malcolm K Smartt (Appointed 21 Jun 2012)

Directors' qualifications and experience

Bob Richardson Non-Executive Chairman Bob Richardson, B.Sc, B.E(Hons), MAusIMM, MASEG, has 43 years experience in mineral exploration management, geophysics and exploration technology. During 15 years with the Peko- Wallsend Group as Chief Geophysicist and later Exploration Manager, he supervised all geophysical work carried out by Peko- Wallsend in the Alligator Rivers Uranium Province during the Ranger discovery and resource development period. During this period Bob and his team developed a leading- edge understanding of the application of geophysical methods to uranium exploration. He was co- founder and Managing Director of Austirex Aerial Surveys that became an international airborne geophysical contractor. He co- founded Lachlan Resources NL in 1983, and PlatSearch NL in 1986.

Geoff Eupene, Executive Director

Geoff Eupene, B.Sc(Hons), FAusIMM, CPGeo, is a Darwin- based geologist. Geoff spent the 1969 field season, his first after graduation from the University of Queensland, looking for uranium in the East Kimberley. In 1970 he joined Geopeko as they started their field work at Ranger. As Mine Geologist, he logged every hole drilled into the Ranger No. 1 ore body, interpreted the geology, and developed a resource estimate that agreed closely with the total material mined over the following decades.

In 1976, he headed the team that discovered the Ranger 68 deposit beneath the Magela floodplains.

Geoff worked for Geopeko for over ten years before founding a consulting practice in Darwin in 1980. Eupene Exploration Enterprises Pty Ltd has provided advice and services to many uranium explorers, and assisted in the development of several other mining projects in the NT, including Mount Bonnie silver/ gold deposit, Tanami gold, Goodall gold, Rustlers Roost gold, and Woodcutters base metal projects. Geoff has also acquired a depth of experience in SE Asia.

Bob Cleary, Non – Executive Director Bob Cleary resigned on 24 February 2013

Peter Walker Non-Executive Director

Peter Walker, B.Juris, Ll.B, FAICD, is a Darwin based lawyer who has practised in the resource industry for over 35 years. He has long experience with land access issues including the special situations that exist in the Northern Territory. Peter acted for Peko EZ (a joint venture between Peko-Wallsend Operations Limited and

Electrolytic Zinc Company of Australasia Limited) on permitting matters for the Ranger project, and for Pancontinental Mining Limited, which discovered the Jabiluka deposit. He also assisted Uranerz Energy Corporation and Power Reactor and Nuclear Fuel Development Corporation (PNC), and other explorers and miners, with NT access and development matters. Peter has been a director of several companies including Australian Diamond Exploration NL, which discovered and developed the Merlin diamond mine.

Mal Smartt – Finance Director (appointed 21 June 2012)/ Company Secretary

Mal Smartt, BA (Accounting), Grad Dip Corporate Management, FCPA, FCIS, FCIM is a Corporate Consultant to listed and unlisted public companies. He is a qualified accountant and company secretary having had considerable experience in Directorial, Financial and Company Secretarial roles with a number of listed companies in the resource sector in Australia, South East Asia and Africa.

Patrick J D Elliott, Non-Executive Director Pat Elliott resigned on 10 May 2012.

Principal activities

The principal activities of the consolidated entity are the exploration for uranium and rare earth elements (REE) in the Northern Territory and economic hardrock gold deposits. There has been no change in the principal activities during the year.

Results

The net result of operations after applicable income tax benefit of the consolidated entity for the year ended 31 December 2012 was a loss of $1,819,312 (2011 – loss of $2,390,687).

business strategies and prospects are set out in the review of operations.

Significant changes in the state of affairs

With effect 1 January 2012, Pancontinental recommenced funding and their equity remains at 45% with Crossland holding 55%.

Matters subsequent to the end of the financial year

At the date of this report there were no matters or circumstances which have arisen since 31 December 2012 that have significantly affected or may significantly affect:

  • i. the operations of the consolidated entity,

  • ii. the results of those operations, or

  • iii. the state of affairs of the consolidated entity in the financial year subsequent to 31 December 2012.

Likely developments

The Company is hoping to identify precious and rare earth metals, uranium and base metal exploration and evaluation opportunities which are perceived to offer outstanding value. At this stage, it is not possible to postulate likely developments from any of these exploration activities. As the consolidated entity’s areas of interest are at an early stage of exploration, it is not possible to postulate likely developments.

Directors' benefits

During the year no Director of the Company has received or become entitled to receive a benefit (other than a benefit included in the notes to the accounts) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

Dividends

No dividends were either paid or declared for the year (2011 – nil).

The Directors do not recommend the payment of a dividend in respect of the financial year ended 31 December 2012.

Review of operations

Information on the operation and financial position of the consolidated entity and its

Share options

Particulars of options granted over unissued shares:

shares:
Total number of
options granted by
the Company over
unissued ordinary
2012
2011
41,324,642
9,250,000

4

shares
Options issued during Nil Nil
the period (see note
below)
Shares issued in the Nil Nil
period as the result of
the exercise of options
Options expired Nil Nil
during the period

officer, including costs and expenses in successfully defending legal proceedings.

During or since the financial period, the Company has not paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings.

Non-audit services

Full details of options on issue are shown in note 22.

Meetings of directors

Attendance at Directors’ meetings during the year:

ear:
Eligible to Attended
attend
Patrick J D Elliott 3 3
G S Eupene 10 10
R Richardson 10 10
P Walker 10 10
R Cleary 10 10
M Smartt 5 5

The Audit Committee, comprising Messrs Richardson, Walker and Smartt, which met twice during the year, was set up to review the Company’s financial systems, accounting policies and annual financial statements.

Environment

Crossland Uranium Mines Limited, through its subsidiaries, holds exploration tenements in Australia that are subject to various governmental statutes and guidelines for environmental impacts in relation to exploration activities. These provide for the satisfactory rehabilitation of the areas of exploration. There have been no known material breaches of the licence conditions.

Directors' and auditors' indemnification

The Company has not, either during or since the end of the financial period, in respect of any person who is or has been an officer or auditor of the Company or a related body corporate, indemnified or made any relevant agreement for indemnifying against a liability incurred as an

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

Details of the amounts paid or payable to the auditor (BDJ Partners Audit Pty Limited) for nonaudit services provided during the year are set out in Note 8.

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

  • all non-audit services have been reviewed by the audit committee to ensure they do not adversely affect the integrity and objectivity of the auditor,

  • the nature of the services provided does 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.

During the year no fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and nonrelated audit firms.

5

Auditors’ independence declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 63.

Auditor

BDJ Partners Audit Pty Ltd holds office in accordance with section 327 of the Corporations Act 2001

Remuneration Report (Audited)

The remuneration report is set out under the following main headings:

  • A. Principles used to determine the nature and amount of remuneration

  • B. Service agreements

  • C. Details of remuneration

  • transparency; and

  • capital management.

The Group has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation.

  • D. Share based compensation

  • E. Additional information

Alignment to shareholders’ interests:

The information provided under headings A- D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited.

A. Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance, being the development of the Crossland Uranium Mines exploration tenements. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness;

  • acceptability to shareholders;

  • has economic profit as a core component of plan design;

  • focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant return on assets as well as focusing the executive on key non-financial drivers of value; and

  • attracts and retains high calibre executives.

Alignment to programme participants’ interests:

  • rewards capability and experience;

  • reflects competitive reward for contribution to growth in shareholder wealth;

  • provides a clear structure for earning rewards; and

  • provides recognition for contribution.

The framework provides a mix of fixed and variable pay, and a blend of short and long term incentives. As executives gain seniority with the group, the balance of this mix shifts to a higher proportion of ''at risk'' rewards.

  • performance linkage / alignment of executive compensation;

6

Non-executive directors

Fees and payments to non-executive directors reflect the demands, which are made on, and the responsibilities of, the directors. The Board reviews non-executive directors’ fees and payments annually. The Board may from time to time seek the advice of independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in line with the market. The Chairman’s fees are determined independently to the fees of non-executive directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration.

Directors’ fees

The current base remuneration was last reviewed with effect from 1 July 2007.

Structured as a total employment cost package, which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion.

Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for senior executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion.

There are no guaranteed base pay increases included in any senior executives’ contracts.

B. Service agreements

1. Mr Geoff Eupene - Executive Director

Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $200,000 per year in aggregate.

Executive pay

The executive pay and reward framework has four components:

A Consultancy Agreement dated 30 October 2008 has been entered into between the company and Eupene Exploration Enterprises Pty Ltd (a company controlled by Mr Eupene) to provide exploration services to the company for a period of two years commencing 1 June 2008 and extended for a further two years to 1 June 2012 at a base rate of $10,500 per month. This agreement is currently under review.

  • base pay and benefits;

  • short-term performance incentives;

  • long-term incentives through participation in Crossland Uranium Mines Ltd incentive shares, and

  • other remuneration such as superannuation.

The combination of these comprises the executive’s total remuneration.

2. Non-executive directors

Directors are entitled to remuneration out of the funds of the company but the

remuneration of the non-executive Directors may not exceed in any year the amount fixed by the company in general meeting for that purpose. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as Directors

Base pay

C. Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party

Disclosures) of Crossland Uranium Mines Ltd and the Crossland Uranium Mines Ltd Group are set out in the following tables.

7

The key management personnel of Crossland Uranium Mines Limited and the Group

includes the directors

Remuneration paid to key management personnel of Crossland Uranium Mines and of the Group

2012 Short-term employee benefits Short-term employee benefits Short-term employee benefits Post-
employment
benefits
Share-base
d payment
Name Salary
$
Directors’
Fees
$
Consulting
Fees
$
Superannuation
$
Options
$
Total
$
Non-executive directors
P J D Elliott - 15,000 - - - 15,000
R Cleary - 38,750 - - - 38,750
R Richardson - 46,250 65,866 4,163 - 116,279
P Walker 35,000 - 3,150 38,150
Sub-total non--
executive directors
- 135,000 65,866 7,313 - 208,179
Executive directors
G S Eupene
MK Smartt
-
75,000
-
-
262,000
-
-
6,750
- 262,000
81,750
Totals 75,000 135,000 327,866 14,063 - 551,929
2011
Non-executive directors
P J D Elliott - 36,000 - - - 36,000
R Cleary - 50,000 - - - 50,000
R Richardson - 35,000 76,228 5,788 - 117,016
P Walker - 35,000 - 3,150 - 38,150
Sub-total non--
executive directors
- 156,000 76,228 8,938 - 241,166
Executive directors
G S Eupene
- - 284,250 - - 284,250
Totals - 156,000 360,478 8,938 - 525,416

8

D. Share-based compensation Options

Options are granted on the recommendation of the directors.

Options are granted for no consideration. Options are granted for a five year period, and are exercisable immediately after the vesting date.

Options granted carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share.

The exercise price of options is based on the weighted average price at which the company’s shares are traded on the Australian Stock Exchange during the five trading days immediately before the options are granted.

No options over ordinary shares in the company were provided as remuneration to each director of Crossland Uranium Mines

Ltd and each of the key management personnel of the Group during the financial year.

Shares provided on exercise of remuneration options.

No ordinary shares in the company were provided as a result of the exercise of remuneration options to each director of Crossland Uranium Mines Ltd and other key management personnel of the Group.

Shares under option

Unissued ordinary shares of Crossland Uranium Mines Ltd under option at the date of this report are shown in Note 22.

Shares issued on the exercise of options

No ordinary shares of Crossland Uranium Mines Ltd were issued during the year ended 31 December 2012 on the exercise of options granted. No further shares have been issued since that date. No amounts are unpaid on any of the shares

Directors’ interests in shares and options

The relevant interest of each Director in the share capital of the Company as at the date of this report is as follows:

2012 GS Eupene M Smartt RA Cleary P Walker R Richardson
Ordinaryshares 9,258,492 1,000,000 5,892,326 2,874,899 1,045,238
Options 4,629,245 1,200.000 - 1,089,741 522,619
Unissued incentive
shares(see note)
- - - - -
2011 G Eupene P Elliott R Cleary P Walker R Richardson
Ordinaryshares 9,258,492 4,416,207 5,892,326 2,874,219 795,327
Options - - - - -
Unissued incentive
shares
3,000,000 333,334 2,000,000 333,334 333,334

Note – the unissued incentive shares lapsed during the year.

This report is made in accordance with a resolution of the Directors.

==> picture [124 x 47] intentionally omitted <==

Geoff Eupene, Director

Darwin, 27 March 2013

9

Statement of Comprehensive Income

for the year ended 31 December 2012

for the year ended 31 December 2012
Other comprehensive income after income tax:
Exchange differences on translating foreign controlled entities
23
Other comprehensive income for the year, before tax
Income tax (expense) benefit
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to
members of the parent entity
25
Basic and diluted loss per share (cents)
10
Note
Revenue
5
Expenses
Administration costs
Borrowing Costs
6
Consultants’ fees
Depreciation
6
Employment costs
Exploration expenditure written off
6
Office rent
6
Share of associates losses
17
Other expenses from ordinary activities
Loss from ordinary activities before income tax expense
Income tax (expense) benefit
11
Net loss from ordinary activities after income tax expense
(61,006)
(353)
Consolidated
2012
2011
$ $ 78,927
169,428
(330,355)
(303,518)
(446)
(615)
(145,228)
(109,798)
(104,389)
(119,525)
(422,305)
(461,722)
(1,040,767)
(1,650,096)
(116,953)
(108,366)
-
236,345
(42,906)
(107,540)
(2,124,422)
(2,455,407)
366,116
65,073
(1,758,306)
(2,390,334)
(61,006)
(353)
-
-
(61,006)
(353)
(1,819,312)
(2,390,687)
(1.15)
(1.84)

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

10

Statement of Financial Position

at 31 December 2012

31 December 2012
Note
CURRENT ASSETS
Cash and cash equivalents
12
Trade and other receivables
13
Other current assets
14
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
15
Deferred exploration and evaluation expenditure
16
Investments in associates accounted for using the equity
method
17
Plant and equipment
18
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
19
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
20
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS' EQUITY
Issued capital
21
Foreign currency translation reserve
23
Share based payments reserve
24
Accumulated losses
25
TOTAL EQUITY
Consolidated
2012
2011
$ $ 1,085,639
1,665,894
101,548
229,956
19,464
16,685
1,206,651
1,912,535
118,888
123,175
5,321,126
5,156,777
-
-
135,222
226,985
5,575,236
5,506,937
6,781,887
7,419,472
329,789
398,240
329,789
398,240
60,017
23,750
60,017
23,750
389,806
421,990
6,392,081
6,997,482
16,851,191
15,698,286
-
(61,006)
337,136
337,136
(10,796,246)
(8,976,934)
6,392,081
6,997,482

The above statement of financial position should be read in conjunction with the accompanying notes.

11

Statement of Changes in Equity

for the year ended 31 December 2012

Consolidated
At 1 January 2011
Loss for the period
Shares issued (net of costs)
Other comprehensive income
At 31 December 2011
Loss for the period
Shares issued (net of costs)
Option issued (Rights Issue)
Other comprehensive income
At 31 December 2012
Issued Capital
Accumulated
Losses
Foreign
Currency
Reserve
Share Based
Payments
Reserve
Total
Equity
$ $ $ $ $
12,113,951
(6,586,600)
(60,653)
337,136
5,803,834
-
(2,390,334)
-
-
(2,390,334)
3,584,335
-
-
-
3,584,335
-
-
(353)
-
(353)
15,698,286
(8,976,934)
(61,006)
337,136
6,997,482
-
(1,758,306)
-
-
(1,758,306)
865,608
-
-
-
865,608
287,297
-
-
-
287,297
-
(61,006)
61,006
-
-
16,851,191
(10,796,246)
-
337,136
6,392,081

The above statement of changes in equity should be read in conjunction with the accompanying notes

12

Statement of Cash Flows

for the year ended 31 December 2012

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Payment to suppliers (inclusive of GST)
Interest received
Interest paid
Other income
R & D Tax Offset Rebate received
NET CASH INFLOWS (OUTFLOWS) FROM OPERATING ACTIVITIES
34(b)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditure on plant and equipment
Expenditure on mining interests (exploration)
Cash calls received from exploration JV parties
Refunds of (payments for) security deposits
NET CASH (OUTFLOWS) FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
NET CASH INFLOWS FROM FINANCING ACTIVITIES
NET (DECREASE) IN CASH HELD
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
34(a)
Consolidated
2012
2011
$ $ (964,301)
(219,371)
32,777
136,434
(446)
(615)
46,150
32,994
366,116
65,073
(519,704)
14,515
(12,626)
(73,359)
(2,071,564)
(4,918,982)
866,447
1,104,205
4,287
(48,428)
(1,213,456)
(3,936,564)
1,211,367
3,782,440
(58,462)
(198,105)
1,152,905
3,584,335
(580,255)
(337,714)
1,665,894
2,003,608
1,085,639
1,665,894

The above statement of cash flows should be read in conjunction with the accompanying notes

13

Notes to the Financial Statements

for the year ended 31 December 2012

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 the consolidated entity consisting of Crossland Uranium Mines Ltd and its subsidiaries.

The separate financial statements of the parent entity, Crossland Uranium Mines Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.

The financial statements were authorised for issue on 22[nd] March 2013 by the directors of the company.

Basis of preparation

The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated.

Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Going concern basis

The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The company will have sufficient working capital to meet its minimum project development and administrative expenses in the twelve months following the date of signing of the financial report. The directors are investigating options to raise additional funds to allow the company to pursue its project opportunities beyond the minimum expenditure required with the intent that the consolidated group continues as a going concern.

Critical accounting estimates

The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

14

Significant accounting policies

Accounting policies are selected and applied in a manner which ensures that the resultant financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions and other events is reported.

The Company has adopted relevant new and revised accounting standards and pronouncements with no material impact.

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

a) Borrowings

Loans are recorded at an amount equal to the net proceeds received. Interest expense is recognised on an accruals basis.

b) Borrowing costs

Borrowing costs are expensed as incurred.

c) Business combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

d) Cash and cash equivalents

Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the consolidated entity’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

e) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

15

f) Employee Benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. 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. 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. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows attributable to employee benefits.

g) Exploration and evaluation expenditure

  • Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered 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 or loss in the year in which the decision to abandon the area is made.

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

Costs of site restoration are provided for over the life of the project 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 local laws and regulations and clauses of the 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 for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

h) Financial Instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

16

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments.

  • (i) Financial assets at fair value through profit or loss Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

  • (ii) 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. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

  • (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

  • (iv) Available-for-sale investments

Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management.

  • (v) Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

17

i) Foreign currency translation

i. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Crossland Uranium Mines Ltd’s functional and presentation currency.

ii. (ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

j) Goods and services tax

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 (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authorities is classified as operating cash flows.

k) Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

  • (i) the consideration transferred;

  • (ii) any non-controlling interest; and

(iii) the acquisition date fair value of any previously held equity interest over the acquisition date fair value of net identifiable assets acquired.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.

Fair value remeasurements in any pre-existing equity holdings are recognised in profit or loss in the period in which they arise. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

18

Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is tested for impairment annually and is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

l) Impairment of assets

The carrying amounts of the consolidated entity’s assets, other than deferred tax assets, are reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cashgenerating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

  • i. Calculation of recoverable amount

The recoverable amount of assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

ii. Reversals of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

m) Income tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

19

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense, using the balance sheet liability method, 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 outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, 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 and 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.

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.

Tax consolidation

The company and all its wholly-owned Australian resident entities have not entered into a tax consolidated group under Australian taxation law.

n) Investments in Associates

Associates are companies in which the Group has significant influence through holding, directly or indirectly, 20% or more of the voting power of the Group. Investments in associates are accounted for in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate company. In addition, the Group’s share of the profit or loss of the associate company is included in the Group’s profit or loss.

The carrying amount of the investment includes goodwill relating to the associate. Any discount on acquisition, whereby the Group’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

Details of the Group’s investments in associates are provided in Note 17.

20

o) Joint ventures

The Group’s shares of the assets, liabilities, revenue and expenses of jointly controlled operations have been included in the appropriate line items of the consolidated financial statements. Details of the Group’s interests are provided in Note 28.

The Group’s interests in joint venture entities are recorded using the equity method of accounting (refer to Note 1(n) for details) in the consolidated financial statements.

Where the Group contributes assets to the joint venture or if the Group purchases assets from the joint venture, only the portion of the gain or loss that is not attributable to the Group’s share of the joint venture shall be recognised. The Group recognises the full amount of any loss when the contribution results in a reduction in the net realisable value of current assets or an impairment loss.

p) Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses in the periods in which they are incurred.

q) Loss per share

(i) Basic loss per share

Basic earnings (loss) per share is calculated by dividing the loss attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted loss per share

Diluted earnings (loss) per share adjusts the figures used in the determination of basic loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

r) Plant and equipment

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

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(l) for details of impairment).

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

The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

21

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred

Depreciation is provided on a straight line basis on all plant and equipment at rates calculated to write off the cost, less estimated residual value at the end of the useful lives of the assets, over those estimated useful lives.

The following estimated useful lives are used in the calculation of depreciation.

Plant and equipment 5-8 years Motor Vehicles 5 years

s) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Crossland Uranium Mines Ltd (‘’company’’ or ‘’parent entity’’) as at 31 December 2012 and the results of all subsidiaries for the year then ended. Crossland Uranium Mines Ltd and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 29 to the financial statements.

In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Crossland Uranium Mines Ltd.

t) Provisions

A provision is recognised in the statement of financial position when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

u) Revenue recognition

Interest revenue is recognised using the effective interest method.

22

v) Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

w) Trade and other receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note 1(l) for further discussion on the determination of impairment losses.

x) Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

y) Change in accounting policy

In the prior year, the group changed its accounting policy relating to the measurement of the provision for associates losses for the financial year ended 31 December 2011. The group’s share of the associate’s losses was previously recorded as a provision. The Group has now elected under the equity method to cease recording a provision on the basis that the group has not incurred and does not expect to incur legal or constructive obligations in relation to these losses. The aggregate effect of the change in accounting policy on the annual financial statements for the year ended 31 December 2011 is as follows:

2011
Previous Revised
Policy Adjustment Policy
Consolidated Group
Statement of comprehensive income
Share of associates losses ($) (17,694) 254,039 236,345
Loss before income tax ($) (2,709,446) 254,039 (2,455,407)
Income tax ($) 65,073 - 65,073
Basic earnings per share (cents) (2.08) 0.00 (1.84)
Diluted earnings per share (cents) (2.08) 0.00 (1.84)
Statement of financial position
Provisions ($) (277,789) 254,039 (23,750)
Accumulated losses ($) (9,230,973) 254,039 (8,976,934)
There has been no material impact on the 2012 figures.

For the parent entity, there has been no material impact.

23

New accounting standards for application in future periods

The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods.

The Group has decided against early adoption of these standards.

A discussion of those future requirements and their impact on the Group follows Operative date 1 July 2012 with an application date for the group of 1 January 2013.

AASB Summary Impact on group
AASB 2011–9: Amendments
to Australian Accounting
Standards – Presentation of
Items of Other
Comprehensive Income
[AASB 1, 5, 7, 101, 112, 120,
121, 132, 133, 134, 1039 &
1049]
The main change arising from this Standard is the
requirement for entities to group items presented in
other comprehensive income (OCI) on the basis of
whether they are potentially reclassifiable to profit or
loss subsequently.
This Standard
affects
presentation only
and is not
expected to
significantly
impact the
Group.

Operative date 1 January 2013 with an application date for the group of 1 January 2013.

AASB Summary Impact on group
AASB
10:
Consolidated
Financial Statements,
AASB 10 replaces parts of AASB 127: Consolidated and
Separate Financial Statements (March 2008, as
amended) and Interpretation 112: Consolidation –
Special Purpose Entities. AASB 10 provides a revised
definition of control and additional application
guidance so that a single control model will apply to
all investees.
The Group has
not yet been able
to
reasonably
estimate
the
impact
of
this
Standard on its
financial
statements.
AASB 11: Joint Arrangements, AASB 11 replaces AASB 131: Interests in Joint
Ventures (July 2004, as amended). AASB 11 requires
joint arrangements to be classified as either “joint
operations” (whereby the parties that have joint
control of the arrangement have rights to the assets
and obligations for the liabilities) or “joint ventures”
(where the parties that have joint control of the
arrangement have rights to the net assets of the
arrangement). Joint ventures are required to adopt
the equity method of accounting (proportionate
consolidation is no longer allowed).
The amendments
are not expected
to
significantly
impact
the
Group.
AASB
12:
Disclosure
of
Interests in Other Entities,
AASB 12 contains the disclosure
requirements
applicable to entities that hold an interest in a
subsidiary, joint venture, joint operation or associate.
This Standard will
only
affect
disclosures and is

24

AASB 12 also introduces the concept of a “structured not expected to entity”, replacing the “special purpose entity” concept significantly currently used in Interpretation 112, and requires impact the specific disclosures in respect of any investments in Group. unconsolidated structured entities. Operative date 1 January 2013 with an application date for the group of 1 January 2013.

AASB Summary Impact on group
AASB 127: Separate Financial
Statements (August 2011),
To facilitate the application of AASBs 10, 11 and 12,
revised versions of AASB 127 and AASB 128 have also
been issued.
The amendments
are not expected
to
significantly
impact
the
Group.
AASB 128: Investments in
Associates and Joint Ventures
(August 2011)
To facilitate the application of AASBs 10, 11 and 12,
revised versions of AASB 127 and AASB 128 have also
been issued.
The amendments
are not expected
to
significantly
impact
the
Group.
AASB 2011–7: Amendments
to
Australian
Accounting
Standards arising from the
Consolidation
and
Joint
Arrangements
Standards
[AASB 1, 2, 3, 5, 7, 9, 2009–11,
101, 107, 112, 118, 121, 124,
132, 133, 136, 138, 139, 1023
& 1038 and Interpretations 5,
9, 16 & 17]
To facilitate the application of AASBs 10, 11 and 12,
revised versions of AASB 127 and AASB 128 have also
been issued.
The amendments
are not expected
to
significantly
impact
the
Group.
AASB
13:
Fair
Value
Measurement
and
AASB
2011–8:
Amendments
to
Australian
Accounting
Standards arising from AASB
13 [AASB 1, 2, 3, 4, 5, 7, 9,
2009–11, 2011–7, 101, 102,
108, 110, 116, 117, 118, 119,
120, 121, 128, 131, 132, 133,
134, 136, 138, 139, 140, 141,
1004, 1023 & 1038 and
Interpretations 2, 4, 12, 13,
14, 17, 19, 131 & 132]
AASB 13 defines fair value, sets out in a single
Standard a framework for measuring fair value, and
requires disclosures about fair value measurements.
AASB 13 requires:
-
inputs to all fair value measurements to be
categorised in accordance with a fair value
hierarchy; and
-
enhanced disclosures regarding all assets and
liabilities (including, but not limited to,
financial assets and financial liabilities)
measured at fair value.
These Standards
are not expected
to
significantly
impact
the
Group.

Operative date 1 January 2013 with an application date for the group of 1 January 2013.

25

AASB Summary Impact on group
AASB 119: Employee Benefits
(September 2011) and AASB
2011–10:
Amendments
to
Australian
Accounting
Standards arising from AASB
119
[AASB 1,
AASB 8,
AASB 101,
AASB 124,
AASB 134,
AASB 1049
&
AASB 2011–8
and
Interpretation 14]
These Standards introduce a number of changes to
the presentation and disclosure of defined benefit
plans, including:
-
removal of the “corridor” approach from
AASB 119, thereby requiring entities to
recognise all changes in a net defined benefit
liability (asset) when they occur;
-
disaggregation of changes in a net defined
benefit liability (asset) into service cost
(including past service cost and gains and
losses
on
non-routine
settlements
and
curtailments), net interest expense (interest
based on the net defined benefit liability
(asset) using the discount rate applicable to
post-employment
benefits)
and
remeasurements (comprising actuarial gains
and losses, return on plan assets less the
“revenue” component of the net interest
expense, and any change in the limit on a
defined benefit asset).
In addition, AASB 119 (September 2011) requires
recognition of:
-
service cost and net interest expense in profit
or loss; and
-
remeasurements in OCI; and
-
introduction
of
enhanced
disclosure
requirements to facilitate the provision of
more useful information in relation to an
entity’s defined benefit plans.
AASB 119 (September 2011) also includes changes to
the accounting for termination benefits that require
an entity to recognise an obligation for such benefits
at the earlier of:
(i) for an offer that may be withdrawn – when the
employee accepts;
(ii) for an offer that cannot be withdrawn – when the
offer is communicated to affected employees; and
(iii) where the termination is associated with a
restructuring of activities under AASB 137: Provisions,
Contingent Liabilities and Contingent Assets, and if
earlier than the first two conditions – when the
related restructuring costs are recognised.
The Group has
not yet been able
to
reasonably
estimate
the
impact of these
changes on its
financial
statements.

26

Operative date 1 January 2013 with an application date for the group of 1 January 2013.

AASB Summary Impact on group
AASB 2012–2: Amendments
to
Australian
Accounting
Standards – Disclosures –
Offsetting
Financial
Assets
and Financial Liabilities
-
AASB 2012–2 principally amends AASB 7:
Financial Instruments: Disclosures to require
entities to include information that will
enable users of their financial statements to
evaluate the effect or potential effect of
netting arrangements, including rights of set-
off associated with the entity’s recognised
financial assets and recognised financial
liabilities, on the entity’s financial position.
This Standard is
not expected to
significantly
impact
the
Group’s financial
statements
AASB 2012–5: Amendments
to
Australian
Accounting
Standards arising from Annual
Improvements 2009–2011
-
This Standard amends a number of Australian
Accounting Standards as a consequence of
the issuance ofAnnual Improvements to IFRSs
2009–2011
Cycle
by
the
International
Accounting Standards Board, including:
-
AASB 1: First-time Adoption of Australian
Accounting
Standards
to
clarify
the
requirements in respect of the application of
AASB 1 when an entity discontinues and then
resumes
applying
Australian
Accounting
Standards;
-
AASB
101:
Presentation
of
Financial
Statements and AASB 134: Interim Financial
Reporting to clarify the requirements for
presenting comparative information;
-
AASB 116: Property, Plant and Equipment to
clarify the accounting treatment of spare
parts, stand-by equipment and servicing
equipment;
-
AASB 132 and Interpretation 2: Members’
Shares in Co-operative Entities and Similar
Instruments
to
clarify
the
accounting
treatment of any tax effect of a distribution to
holders of equity instruments; and
-
AASB 134 to facilitate consistency between
the measures of total assets and liabilities an
entity reports for its segments in its interim
and annual financial statements.
This Standard is
not expected to
significantly
impact
the
Group’s financial
statements.

Operative date 1 July 2013 with an application date for the group of 1 January 2014.

27

AASB Summary Impact on group
AASB
2011–4:
Amendments
to
Australian Accounting
Standards to Remove
Individual
Key
Management
Personnel Disclosure
Requirements
-
This Standard makes amendments to AASB 124:
Related Party Disclosures to remove the individual key
management
personnel
disclosure
requirements
(including paras Aus29.1 to Aus29.9.3). These
amendments serve a number of purposes, including
furthering
trans-Tasman
convergence,
removing
differences from IFRSs, and avoiding any potential
confusion with the equivalentCorporations Act 2001
disclosure requirements.
This Standard is
not expected to
significantly
impact
the
Group’s financial
statements

Operative date 1 January 2014 with an application date for the group of 1 January 2014.

AASB Summary Impact on group
AASB
2012–3:
Amendments
to
Australian Accounting
Standards

Offsetting
Financial
Assets and Financial
Liabilities

-
This Standard adds application guidance to AASB 132:
Financial
Instruments:
Presentation
to
address
potential inconsistencies identified in applying some of
the offsetting criteria of AASB 132, including clarifying
the meaning of “currently has a legally enforceable
right of set-off” and that some gross settlement
systems may be considered equivalent to net
settlement.
This Standard is
not expected to
significantly
impact
the
Group’s financial
statements

Operative date 1 January 2015 with an application date for the group of 1 January 2015.

AASB Summary Impact on group
AASB
9:
Financial
Instruments
and
AASB
2009–11:
Amendments
to
Australian Accounting
Standards
arising
from AASB 9
The changes made to accounting requirements include:
-
simplifying the classifications of financial assets into those
carried at amortised cost and those carried at fair value;
-
simplifying the requirements for embedded derivatives;
-
removing the tainting rules associated with held-to-
maturity assets;
-
removing the requirements to separate and fair value
embedded derivatives for financial assets carried at
amortised cost;
-
allowing an irrevocable election on initial recognition to
present gains and losses on investments in equity
instruments that are not held for trading in other
comprehensive income. Dividends in respect of these
investments that are a return on investment can be
recognised in profit or loss and there is no impairment or
recycling on disposal of the instrument; and
-
reclassifying financial assets where there is a change in an
entity’s business model as they are initially classified
based on the objective of the entity’s business model for
managing the financial assets and the characteristics of
the contractual cash flows.
These Standards
are
applicable
retrospectively
and amend the
classification and
measurement of
financial
assets.
The Group has
not
yet
determined
potential impact
on the financial
statements.

The Group does not anticipate the early adoption of any of the above reporting requirements.

  1. FINANCIAL RISK MANAGEMENT

28

The Group's activities expose it to a variety of financial risks; market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

  • (i) Foreign exchange risk

  • Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the consolidated entity’s functional currency.

  • (ii) Credit risk

  • There is negligible credit risk on financial assets of the consolidated entity since there is no exposure to individual customers or countries and the economic entity’s exposure is limited to the amount of cash, short term deposits and receivables which have been recognised in the statement of financial position and is minimised by using recognised financial intermediaries as counterparties.

  • (iii) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed finance facilities.

  • (iv) Cash flow and fair value interest rate risk

The Group has interest-bearing assets, however the Group’s income and operating cash flows are not materially exposed to changes in market interest rates.

  1. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Income taxes

The Group is subject to income taxes in Australia and Canada. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made

Exploration and evaluation expenditure

The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such capitalised expenditure is carried at the end of the reporting period at $5,321,126.

29

4. PARENT COMPANY FINANCIAL INFORMATION

The following information has been extracted from the books and
records of the parent and has been prepared in accordance with
Accounting Standards.
STATEMENT OF FINANCIAL POSITION
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non Current Liabilities
TOTAL LIABILITIES
EQUITY
Issued capital
Accumulated losses
Share based payments reserve
TOTAL EQUITY
STATEMENT OF COMPREHENSIVE INCOME
Total loss
TOTAL COMPREHENSIVE INCOME (LOSS)
2012
$ 1,202,024
7,106,910
2011
$ 1,909,409
6,631,071
8,308,934 8,540,480
314,789
51,267
383,240
15,000
366,056 398,240
16,851,191
(9,245,449)
337,136
15,698,286
(7,983,182)
337,136
7,942,878 8,142,240
(1,352,267) (1,482,279)
(1,352,267) (1,482,279)

Guarantees

Crossland Uranium Mines Ltd has not entered into any guarantees, in the current financial period, in relation to the debts of any of its subsidiaries.

Contingent liabilities

At 31 December 2012, Crossland Uranium Mines Ltd had no contingent liabilities.

Contractual commitments

At 31 December 2012, Crossland Uranium Mines Ltd had not entered into any contractual commitments for the acquisition of property, plant and equipment.

5. REVENUE

Interest received
Past period recoveries
Other income
Total revenue from continuing operations
Consolidated
2012
2011
$ $ 32,777
136,434
46,150
32,746
-
248
78,927
169,428

30

6. OPERATING LOSS FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE

Consolidated Consolidated
2012 2011
$ $
The operating loss from ordinary activities before income tax expense
has been determined after charging the following expenses:
Depreciation 104,389 119,525
Employee entitlements 7,543 9,885
Exploration expenditure written off 1,040,767 1,650,096
Interest paid 446 615
Office rent 116,953 108,366
Superannuation 32,095 31,414

7. KEY MANAGEMENT PERSONNEL DISCLOSURES

a) Directors

The following persons were Directors of Crossland Uranium Mines Limited during the whole of the financial year and up to the date of this report unless otherwise stated:

Geoffrey S Eupene Robert A Cleary (Resigned 24 February 2013) Peter W Walker Robert L Richardson Malcolm K Smartt (Appointed 21 June 2012) Patrick J D Elliott (Resigned 10 May 2012)

b) Other key management personnel

All directors are identified as key management personnel under AASB 124 “Related Party Disclosures”.

There are no other staff that meet the definition of key management personnel.

c) Key management personnel compensation

Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2012
2011
$ 534,776
516,478
13,793
8,938
-
-
548,569
525,416

The Company has taken advantage of the relief provided by the Corporations Regulations and has transferred the detailed remuneration disclosures to the Directors’ report. The relevant information can be found in sections A-D of the remuneration report included in the Directors report.

31

d) Equity instrument disclosures relating to key management personnel

  • (i) Options provided as remuneration and shares issued on exercise of such options

  • No options were provided as remuneration and no shares were issued on the exercise of such options.

(ii) Option holdings

As detailed below at 31 December 2012.

The relevant interest of each Director in options of the Company as at the date of this report is as follows:

follows:
2012
Name
Balance at the
start of the
year
Granted
during the
year
Exercised
during the
year
Other
changes
during the
year
Balance
at the end
of the
year
Vested and
exercisable
at the end
of theyear
Options
Directors ofCrossland Uranium Mines Ltd
Geoffrey S Eupene
Peter W Walker
Robert L Richardson
Malcolm K Smartt
-
-
-
500,000
-
-
-
-
-
-
-
-
4,629,245
1,089,741
522,619
700,000
4,629,245
1,089,741
522,619
1,200,000
4,629,245
1,089,741
522,619
1,200,000

Notes

1 Options for M Smartt – 15 cents exercise price Expiry 30 Jun 13

  1. Other changes during year relate to options from the Rights Issue and now listed on the ASX as Class CUXO. Exercise price 15 cents and expiry 30 November 2014.
2011
Name
Balance at the
start of the
year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance
at the end
of the
year
Vested and
exercisable
at the end
of theyear
Directors ofCrossland Uranium Mines Ltd
Geoffrey S Eupene
Patrick J D Elliott
Robert A Cleary
Peter W Walker
Robert L Richardson
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

32

(iii) Share holdings

The numbers of shares in the company held at the end of the financial year by each Director of the Company and other key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

Ordinary shares

Ordinaryshares Ordinaryshares Ordinaryshares Ordinaryshares Ordinaryshares
Directors ofCrossland Uranium Mines Ltd
2012
Name
Balance at the
start of theyear
Received during the
year as incentive
shares
Other changes
duringtheyear
Balance at the end
of theyear
Geoffrey S Eupene
Peter W Walker
Robert A Cleary
Robert L Richardson
Malcolm K Smartt
9,258,492
2,874,899
5,892,326
795,238
200,000
-
-
-
-
-
-
-
250,000
800,000
9,258,492
2,874,899
5,892,326
1,045,238
1,000,000
2011
Geoffrey S Eupene
Patrick J D Elliott
Robert A Cleary
Peter W Walker
Robert L Richardson
9,201,350
4,359,065
5,892,326
2,846,328
766,667
-
-
-
-
-
57,142
57,142
-
28,571
28,571
9,258,492
4,416,207
5,892,326
2,874,899
795,238

(iv) Incentive Share holdings

The numbers of incentive shares in the company unallotted but able to be issued on satisfaction of certain criteria at the end of the financial year by each Director of the Company and other key management personnel of the Group, including their personally related parties, are set out below. There were no incentive shares allotted during the reporting period as compensation. The time period for achievement of the criteria expired during the year and accordingly all unallotted incentive shares lapsed.

Incentive shares Incentive shares
Directors ofCrossland Uranium Mines Ltd
2012
Name
Balance at the
start of theyear
Lapsed during the
year
Allotted during
theyear
Balance at the end
of theyear
Geoffrey S Eupene
Peter W Walker
Robert A Cleary
Robert L Richardson
3,000,000
333,334
2,000,000
333,334
(3,000,000)
(333,334)
(2,000,000)
(333,334)
-
-
-
-
-
-
-
-
2011
Geoffrey S Eupene
Patrick J D Elliott
Robert A Cleary
Peter W Walker
Robert L Richardson
3,000,000
333,334
2,000,000
333,334
333,334
-
-
-
-
-
-
-
-
-
-
3,000,000
333,334
2,000,000
333,334
333,334

33

8. REMUNERATION OF AUDITORS

Audit of the Company's accounts
Other services
Consolidated
2012
2011
$ $ 31,000
27,500
-
-
31,000
27,500

9. FINANCIAL REPORTING BY SEGMENTS

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The group is managed primarily on the basis of exploration in Australia. Operating segments are therefore determined on the same basis.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision makers with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

Inter-segment transactions

An internally determined transfer price is set for all inter-segment sales. This price is reset quarterly and is based on what would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group’s financial statements.

Corporate charges are allocated to reporting segments based on the segments overall proportion of revenue generation within the Group. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.

Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives majority economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

34

Segment liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

Unallocated items

The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

  • impairment of assets and other non-recurring items of revenue or expense;

  • income tax expense;

  • deferred tax assets and liabilities;

  • current tax liabilities;

  • other financial liabilities;

  • intangible assets


income tax expense;

deferred tax assets and liabilities;

current tax liabilities;

other financial liabilities;

intangible assets
Segment performance
Interest received
Past period recoveries
Other income
Total revenue from continuing operations
Segment net loss from continuing
operations before tax
Reconciliation of segment result to group net
profit/loss before tax:
Amounts not included in segment result but
reviewed by the Board:
— administration charges
— depreciation and amortisation
Income tax benefit
Net loss after tax from continuing operations
Segment Assets
Reconciliation of segment assets to group
assets:
Unallocated assets
Group assets
Segment Liabilities
Reconciliation of segment liabilities to group
liabilities:
Unallocated liabilities
Group liabilities
Exploration
Australia
2012
$ 32,777
46,150
-
Total
Exploration
Australia
2012
2011
$ $ 32,777
136,434
46,150
32,746
-
248
Total
2011
$ 136,434
32,746
248
78,927 78,927
169,428
169,428
(1,646,327)

Exploration
Australia
2012
$ 6,781,887
389,806
(1,646,327)
(2,032,364)
(373,706)
(104,389)
366,116
(1,758,306)
Total
Exploration
Australia
2012
2011
$ $ 6,781,887
7,419,472
-
6,781,887
389,806
421,990
-
389,806
(2,032,364)
(303,518)
(119,525)
65,073
(2,390,334)
Total
2011
$ 7,419,472
-
7,419,472
421,990
-
421,990
35

10. LOSS PER SHARE

10. LOSS PER SHARE
2012 2011
(a)
Basic and diluted loss per share
Cents Cents
Loss attributable to the ordinary equity holders of the Company (1.15) (1.84)
(b)
Reconciliation of loss used in calculating loss per share
2012 2011
Basic and diluted loss per share $ $
Loss attributable to the ordinary equity holders of the Company used in
calculating basic and diluted loss per share (1,819,312) (2,390,687)
2012 2011
(c)
Weighted average number of shares used as the denominator
Number Number
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share. 157,629,043 130,294,567
The options on issue as stated in note 22 have not been taken into account
for dilution purposes as they are not considered to be dilutive due to the
exercise prices being in excess of the current share price.
11. TAXATION
Consolidated
The prima facie income tax expense on pre-tax accounting profit 2012 2011
reconciles to the income tax expense in the financial statements $ $
as follows:
Loss from ordinary activities (2,124,422) (2,390,334)
Income tax expense calculated at 30% of operating loss 637,327 717,100
Deferred tax amounts not recognised (637,327) (717,100)
R & D Tax Offset Rebate received 366,116 65,073
Income tax expense (benefit) 366,116 65,073
Other comprehensive income (61,006) (353)
Income tax expense calculated at 30% of other comprehensive 18,302 106
income
Deferred tax amounts not recognised (18,302) (106)
Income tax expense (benefit) - -
Deferred tax assets
Not brought to account calculated at 30%
Revenue tax losses 4,560,796 3,629,912
Capital tax losses 27,257 27,000
Temporary differences 382,760 360,414
Total 4,970,813 4,017,326

The taxation benefits of revenue tax losses and temporary differences not brought to account will only be obtained if:

  • (i) the company and the consolidated entity derive further assessable income of a nature and of an amount sufficient to enable the benefit from the deductions to be realised;

  • (ii) the company and the consolidated entity continue to comply with the conditions for deductibility imposed by the law; and

  • (iii) no changes in tax legislation adversely affect the company's and the consolidated entity's ability in realising the benefit from the deductions.

36

12. CASH AND CASH EQUIVALENTS

Cash at bank and on hand
Deposits at call
Bank bills
13. TRADE AND OTHER RECEIVABLES
Other receivables
GST debtor
14. OTHER CURRENT ASSETS
Prepayments
15. RECEIVABLES – NON-CURRENT
Security deposits
16. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Deferred exploration costs
Deferred exploration costs brought forward
Expenditure incurred during the year
Amounts received from Joint venture participants
Exploration expenditure written off
Deferred exploration costs carried forward
Consolidated
2012
2011
$ 127,815
104,182
957,824
561,712
-
1,000,000
1,085,639
1,665,894
81,634
69,418
19,914
160,538
101,548
229,956
19,464
16,685
19,464
16,685
118,888
123,175
118,888
123,175
5,321,126
5,156,777
5,156,777
2,992,096
2,071,564
4,918,982
(866,448)
(1,104,205)
(1,040,767)
(1,650,096)
5,321,126
5,156,777

The above amounts represent costs incurred on exploration areas of interest which have been carried forward as an asset in accordance with the accounting policy set out in note 1.

The ultimate recoupment of deferred exploration and evaluation expenditure carried forward in respect of an area of interest is dependent upon the discovery of commercially viable reserves and the successful development and exploitation of the respective areas or alternatively sale of the underlying areas of interest for at least their carrying value.

Amortisation, in respect of the relevant area of interest, is not charged until a mining operation has commenced.

37

17. INVESTMENT IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD

(a) Details of associate:

(a) Details of associate:
Ownership interest Carrying amount
Name of Associate
Principal Activities
2012 2011 2012 2011
% % $ $
Crosscontinental
General Exploration and
Limited
evaluation
50 50 - -
(b) Share of reserves attributable to associates:
Share of associates’ profits taken up in the consolidated financial statements
Operating profit (loss) before tax (15,886) (17,694)
Income tax expense - -
Net operating profit after income tax as shown in the Statement of
Comprehensive Income (15,886) (17,694)
Retained earnings at beginning of period - (236,345)
Share of associates losses no longer recognised 15,886 254,039
Retained earnings at end of period - -
(c) Movement in equity accounted investment
Carrying amount of investment at beginning of financial year - (230,777)
Share of associates’ current year losses after tax (refer (b)) (15,886) (17,694)
Share of associates losses no longer recognised 15,886 254,039
Share of associates’ prior year losses after tax not previously recognised - (5,568)
Amounts due from joint venture - -
Carrying amount of investment (provision for associates losses) at end of
financial year - -
Summary of financial position of associated entity:
Current assets 27,336 131,274
Current liabilities (530,185) (614,640)
Non-current assets 3,517 4,396
Net liabilities (499,332) (478,970)

38

8. PLANT & EQUIPMENT
Plant and equipment
Cost
Accumulated depreciation
Motor vehicles
Cost
Accumulated depreciation
Total Plant and equipment
Consolidated
2012
2011
$ $ 407,297
394,671
(325,567)
(268,208)
81,730
126,463
280,691
280,691
(227,199)
(180,169)
53,492
100,522
135,222
226,985

18. PLANT & EQUIPMENT

Reconciliations of the carrying amount of each class of plant and equipment at the beginning and end of the current financial year are set out below.

Consolidated 2012

Consolidated 2012
Carrying amount at 1 January 2012
Additions
Depreciation
Disposals
Carrying amount at 31 December 2012
Consolidated 2011
Carrying amount at 1 January 2011
Additions
Depreciation
Disposals
Carrying amount at 31 December 2011
Plant &
equipment
126,463
12,626
(57,359)
-
81,730
127,824
64,459
(65,820)
-
126,463
Motor
Vehicles
Total
100,522
226,985
-
12,626
(47,030)
(104,389)
-
-
53,492
135,222
145,327
273,151
8,900
73,359
(53,705)
(119,525)
-
100,522
226,985
19. TRADE AND OTHER PAYABLES
Trade creditors and accruals
Annual leave entitlements
Consolidated
2012
2011
$ $ 310,788
350,516
19,001
47,724
329,789
398,240

39

20. NON CURRENT PROVISIONS
Site rehabilitation
Long Service Leave
21.
CONTRIBUTED EQUITY
Issued Capital
157,629,043 fully paid ordinary shares
(2011 –137,094,155)
Options Rights Issue
Less share issue costs
Movements in Issued Capital
Balance as at 1 January 2012
Issues during period:
Securities Purchase Plan
Placement
Options Rights Issue
Less share issue costs
Balance as at 31 December 2012
Consolidated
2012 2011
$ $ 23,750
23,750
36,267
-
60,017
23,750
17,438,137
16,514,067
287,297
-
(874,243)
(815,781)
16,851,191
15,698,286
15,698,286
12,113,951
-
882,490
924,070
2,899,940
287,297
-
(58,462)
(198,095)
16,851,191
15,698,286

22. OPTIONS

22.
OPTIONS
Expiry Date
Exercise
Price
30 Jun 13
0.15
31 Dec 12
0.20
30 Jun 13
0.15
30 Nov 14
0.15
Issued
1 Jan 12
Granted
Exercised
Lapsed
Issued
31 Dec 12
1,200,000
-
-
(1,200,000)
-
2,300,000
-
-
(2,300,000)
-
5,750,000
-
-
-
5,750,000
-
35,574,642
-
-
35,574,642
9,250,000
35,574,642
-
(3,500,000)
41,324,642

23. FOREIGN CURRENCY TRANSLATION RESERVE

23.
FOREIGN CURRENCY TRANSLATION RESERVE
Balance at the beginning of the financial year
Exchange gains transferred to reserve
Disposal of controlled entity
Balance at the end of the financial year
Consolidated
2012
2011
$ $ (61,006)
(60,653)
-
(353)
61,006
-
-
(61,006)

Nature and purpose of reserve

The Foreign Currency Translation Reserve records unrealised exchange gains and losses on translation of foreign controlled entities during the year.

40

24. SHARE BASED PAYMENTS RESERVE

Balance at the beginning of the financial year
Share based payments transferred to reserve
Balance at the end of the financial year
Consolidated
2012
2012
$ $ 337,136
337,136
-
-
337,136
337,136

Nature and purpose of reserve

The share based payments reserve records the value of options issued to employees and Directors which have been taken to expenses.

25. ACCUMULATED LOSSES

Accumulated losses at the beginning of the financial year Net loss for the year Accumulated losses at the end of the financial year

(8,976,934) (6,586,247) (1,819,312) (2,390,687) (10,796,246) (8,976,934))

26. CONTINGENT LIABILITIES

Director’s Service Contract

Mr G Eupene had a contract which expired on 1 June 2012 under which he was paid a minimum of $10,500 per month for 12 days work. The contingent liability represents amounts payable during the remainder of the contract.

  • 63,000

There are no other contingent liabilities.

27. COMMITMENTS

Exploration Tenement Expenditure Requirements

In order to maintain the consolidated entity’s tenements in good standing with Australian mining authorities, the Company will be required to incur exploration expenditure under the terms of each claim.

Payable not later than one year
Payable later than one year, but not later than two years
Consolidated
2012
2011
$ $ 958,379
811,000
-
-
958,379
811,000

It is likely that variations to the terms of the current and future tenement holdings, the granting of new tenements and changes in tenement areas at renewal or expiry, will change the expenditure commitment to the consolidated entity from time to time.

41

If funds are not available to meet the required expenditure on a tenement the relevant Australian mining authority would be contacted to negotiate a reduction of the expenditure. Should the negotiations not be satisfactory then the company would withdraw from the tenement.

Operating lease commitments

Operating leases relate to storage facilities. The consolidated entity does not have an option to purchase the leased asset at the expiry of the lease period.

Payable not later than one year
Payable later than one year, but not later than two years
Consolidated
2012
2011
$ $ -
-
-
-
-
-

28. JOINT VENTURES

The Group is engaged in the following exploration joint ventures, whose principal activities are exploration for uranium and rare earth elements.

Pancontinental Joint Venture
Interests were shown in the statement of financial position as
Exploration and evaluation expenditure
Total non-current assets
2012
2011
%
%
55%
55%
2012
2011
$ $ 4,758,776
2,216,014
4,758,776
2,216,014

29. PARTICULARS RELATING TO CONTROLLED ENTITIES

Company
Country of Incorporation and Operation
Crossland Diamonds Pty Ltd
Australia
Crossland Mines Pty Ltd
Australia
Crossland Nickel Pty Ltd
Australia
Paradigm Mexico Pty Ltd
Australia
KSL Exploration (Yukon) Ltd
Canada
Percentage of Equity Held
2012
2011
100%
100%
100%
100%
100%
100%
100%
100%
0%
100%

42

30. RELATED PARTY DISCLOSURES

(a) Directors

The names of each person holding the position of director of Crossland Uranium Mines Ltd during the financial year were:

Geoffrey S Eupene Robert A Cleary (Resigned 24 February 2013) Peter W Walker Robert L Richardson Malcolm K Smartt (Appointed 21 Jun 2012) Patrick J D Elliott (Resigned 10 May 2012)

(b) Directors interests

Interests in the shares and options of the Company held by current directors and their director-related entities are shown in note 7.

(c) Associates of directors

Directors fees were paid to the following associates of directors:

Director Associated company RA Cleary Accomplishments Pty Ltd PJD Elliott Panstyn Investments Pty Ltd RL Richardson GeoTangent Pty Ltd

(d) Transactions with associates of directors

(d)
Transactions with associates of directors
2012 2011
$ $
Eupene Exploration Enterprises (EEE), a Company in which Mr Eupene is a
Director and shareholder, is utilised to provide geophysical and geological
services in relation to Crossland Tenements. Fees paid are on normal
commercial terms.
Consulting geologists 262,000 284,250
Equipment hire 3,900 10,800
Vehicle hire 2,250 34,165
GeoTangent Pty Ltd, a Company in which Mr Richardson is a Director and
shareholder, is utilised to conduct geophysical and exploration on Crossland
Tenements. Feespaid are on normal commercial terms.
65,867 76,228

(e) Joint Ventures

Amounts receivable from joint venture parties at balance date

Consolidated Consolidated
2012 2011
$ $
- -

43

31. EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR

There were at the date of this report no matters or circumstances which have arisen since 31 December 2012 that have significantly affected or may significantly affect:

  • (i) the operations of the consolidated entity,

  • (ii) the results of those operations, or

  • (iii) the state of affairs of the consolidated entity

in the financial year subsequent to 31 December 2012.

32. FINANCIAL INSTRUMENTS DISCLOSURES

(a) Capital

The Group considers its capital to comprise its ordinary share capital and accumulated retained earnings.

In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a combination of capital growth and distributions. In order to achieve this objective, the Group seeks to maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, either through altering its dividend policy, new share issues, or reduction of debt, the Group considers not only its short-term position but also its long-term operational and strategic objectives.

It is the Group’s policy to maintain its gearing ratio within the range of 0-25% (2011: 0-25%). The Group’s gearing ratio at the end of the financial year is shown below:

Cash and cash equivalents
Net debt
Share capital
Reserves
Accumulated losses
Total capital
Gearing ratio
Consolidated
2012
2011
$ $ 1,085,639
1,665,894
Consolidated
2012
2011
$ $ 1,085,639
1,665,894
1,085,639 1,665,894
16,851,191
337,136
(10,796,246)
6,392,081
-
15,698,286
276,130
(8,976,934)
6,997,482
-

44

(b) Financial instrument risk exposure and management

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.

Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

(c) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

other receivables;

cash at bank;

trade and other payables.

(d) General objectives, policies and processes

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and has the responsibility for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:

(i) Credit risk

Credit risk arises principally from the Group’s trade receivables and investments in corporate bonds. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument.

Other receivables

Other receivables comprise GST receivable.

The maximum exposure to credit risk at balance date is as follows

The maximum exposure to credit risk at balance date is as follows
Security Deposits
Other receivables
GST receivables
Consolidated
2012
2011
$ $ 118,888
123,175
81,634
69,418
19,914
160,538
220,436
353,131

45

(ii) Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 45 days.

The Board receives cash flow projections on a quarterly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations such as property, plant, equipment and investments in working capital (e.g., trade receivables). These assets are considered in the Group's overall liquidity risk.

Carrying Contractual < 6 mths 6- 12 1-3 > 3 years
Amount Cash flows mths years
$ $ $ $ $ $
Maturity Analysis - Consolidated – 2012
Financial Liabilities
Trade Creditors 223,636 223,636 223,636 - - -
TOTAL 223,636 223,636 223,636 - - -
Maturity Analysis - Consolidated – 2011
Financial Liabilities
Trade Creditors 240,228 240,228 240,228 - - -
TOTAL 240,228 240,228 240,228 - - -

Market risk

Market risk does not arise as the Group does not use interest bearing, tradable and foreign currency financial instruments.

46

(iv) Interest rate risk

  • (a) The Company receives interest on its cash balance and at balance date was exposed to a floating weighted average interest rate on cash balances of 3.05% (2009 – 3.05%). As surplus funds become available, they are deposited in its cash management account and are exposed to receiving a floating rate, which varies according to the amount of funds deposited. All other financial assets are non-interest bearing.

  • (b) Net fair value of financial assets and liabilities: the net fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities approximates their carrying value.

  • (c) The consolidated entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:

Notes
2012
Financial assets
Cash
12
Receivables - Current
13
Receivables – Non
Current
15
Weighted average interest rate
Financial liabilities
Payables
19
Weighted average interest rate
Net financial assets (liabilities)
Notes
2011
Financial assets
Cash
12
Receivables - Current
13
Receivables – Non
Current
15
Weighted average interest rate
Financial liabilities
Payables
19
Weighted average interest rate
Net financial assets (liabilities)
Floating
interest
rate
$ 1,085,639
-
-
1,085,639
3.18%
-
-
1,085,639
Floating
interest
rate
$ 1,665,894
-
-
1,665,894
3.68%
-
-
-
1,665,894
Fixed interest maturingin: Non-interest
bearing
$ -
101,548
19,464
Total
$ 1,085,639
101,548
19,464
1 year or
less
over 1 to
5 years
more than
5 years
$ $ $ -
-
-
-
-
-
-
-
-
-
-
-
121,012 1,206,651
-
-
-
329,789 329,789
-
-
-
329,789 329,789
-
-
-
(208,777) 876,862
Fixed interest maturingin: Non-interest
bearing
$ -
229,956
123,175
Total
$ 1,665,894
229,956
123,175
1 year or
less
over 1 to
5 years
more than
5 years
$ $ $ -
-
-
-
-
-
-
-
-
-
-
-
353,131 2,019,025
-
-
-
398,240 398,240
-
-
-
398,240 398,240
-
-
-
(45,109) 1,620,785

47

Sensitivity Analysis

Sensitivity Analysis
2012
Cash assets
Tax charge of 30%
Post tax profit increase / (decrease)
2011
Cash assets
Tax charge of 30%
Post tax profit increase / (decrease)
Carrying amount
1,085,639
Consolidated
+1% interest rate
-1% interest rate
Profit & Loss
Profit & Loss
10,856
(10,856)
1,085,639 10,856
(10,856)
1,665,894 (3,257)
3,257
7,599
(7,599)
16,659
(16,659)
1,665,894 16,659
(16,659)
(4,998)
4,998
11,661
(11,661)

(v) Currency risk

The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (AUD) with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere in the Group The Group’s exposure to foreign currency risk is as follows:

Consolidated
2012
2011
$CAD
$CAD
Cash at bank
-
11,247
Intercompany loans
-
-
Net Exposure
-
11,247
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the
year end. The below analysis assumes all other variables remain constant.
Sensitivity Analysis
Consolidated
+10%
CAD /AUD
-10%
CAD/AUD
2012
Carrying amount
Profit & Loss
Profit & Loss
$CAD
AUD$ AUD$ Cash at bank
-
-
-
-
-
-
Tax charge of 30%
-
-
Post tax profit increase / (decrease)
-
-
2011
Cash at bank
11,247
1,077
(1,077)
11,247
1,077
(1,077)
Tax charge of 30%
(323)
323
Post tax profit increase / (decrease)
754
(754)
Consolidated
2012
2011
$CAD
$CAD
Cash at bank
-
11,247
Intercompany loans
-
-
Net Exposure
-
11,247
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the
year end. The below analysis assumes all other variables remain constant.
Sensitivity Analysis
Consolidated
+10%
CAD /AUD
-10%
CAD/AUD
2012
Carrying amount
Profit & Loss
Profit & Loss
$CAD
AUD$ AUD$ Cash at bank
-
-
-
-
-
-
Tax charge of 30%
-
-
Post tax profit increase / (decrease)
-
-
2011
Cash at bank
11,247
1,077
(1,077)
11,247
1,077
(1,077)
Tax charge of 30%
(323)
323
Post tax profit increase / (decrease)
754
(754)
Consolidated
2012
2011
$CAD
$CAD
Cash at bank
-
11,247
Intercompany loans
-
-
Net Exposure
-
11,247
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the
year end. The below analysis assumes all other variables remain constant.
Sensitivity Analysis
Consolidated
+10%
CAD /AUD
-10%
CAD/AUD
2012
Carrying amount
Profit & Loss
Profit & Loss
$CAD
AUD$ AUD$ Cash at bank
-
-
-
-
-
-
Tax charge of 30%
-
-
Post tax profit increase / (decrease)
-
-
2011
Cash at bank
11,247
1,077
(1,077)
11,247
1,077
(1,077)
Tax charge of 30%
(323)
323
Post tax profit increase / (decrease)
754
(754)
Consolidated
2012
2011
$CAD
$CAD
Cash at bank
-
11,247
Intercompany loans
-
-
Net Exposure
-
11,247
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the
year end. The below analysis assumes all other variables remain constant.
Sensitivity Analysis
Consolidated
+10%
CAD /AUD
-10%
CAD/AUD
2012
Carrying amount
Profit & Loss
Profit & Loss
$CAD
AUD$ AUD$ Cash at bank
-
-
-
-
-
-
Tax charge of 30%
-
-
Post tax profit increase / (decrease)
-
-
2011
Cash at bank
11,247
1,077
(1,077)
11,247
1,077
(1,077)
Tax charge of 30%
(323)
323
Post tax profit increase / (decrease)
754
(754)
-
-
-
11,247 -
-
-
-
1,077
(1,077)
11,247
1,077
(1,077)
(323)
323
754
(754)

48

(vi) Sovereign risk

Country or sovereign risk relates to the likelihood that changes in the business environment will occur that reduce the profitability of doing business in a country. These changes can adversely affect operating profits as well as the value of assets. Types of country risk include;

Political changes. Governments may change economic policies. Changes in the ruling party in Australia (brought about by elections, coups or wars) may results in major policy changes. This could result in expropriation of the Group’s exploration leases, inability to repatriate future profits, higher taxes, higher tariffs and import costs, elimination of FDI incentives, domestic ownership requirements and local content requirements.

Macroeconomic mismanagement. The Australian government may pursue unsound monetary and fiscal policies which may lead to inflation, higher interest rates, recession and hard currency shortage.

Other types of country risk include war and labour unrest which could result in higher costs and work stoppages.

The Group has maintained a working policy of keeping all relevant Government offices informed and updated on activities to allow clear avenues of communication with Government authorities and an understanding of any policy changes and any affects that they may have on the Group’s work.

(e) Accounting policies

(i) Financial assets

The Group’s financial assets fall into the categories discussed below, with the allocation depending to an extent on the purpose for which the asset was acquired. The Group does not use derivative financial instruments in economic hedges of currency or interest rate risk. The Group has not classified any of its financial assets as held to maturity.

Unless otherwise indicated, the carrying amounts of the Group’s financial assets are a reasonable approximation of their fair values.

Other receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the sale of assets and GST receivable. They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. The effect of discounting on these financial instruments is not considered to be material.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

49

Available for sale

Non-derivative financial assets not included in the above categories are classified as available for sale. They are carried at fair value with changes in fair value recognised directly in the available for sale reserve. Where there is a significant or prolonged decline in the fair value of an available for sale financial asset (which constitutes objective evidence of impairment), the full amount of the impairment, including any amount previously charged to equity, is recognised in the income statement. Purchases and sales of available for sale financial assets are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the available for sale reserve. On sale, the amount held in the available for sale reserve associated with that asset is removed from equity and recognised in the income statement. Interest on corporate bonds classified as available for sale is calculated using the effective interest method and is recognised in finance income in the income statement.

(ii) Financial liabilities

The Group classifies its financial liabilities as measured at amortised cost. The Group does not use derivative financial instruments in economic hedges of currency or interest rate risk.

Unless otherwise indicated, the carrying amounts of the Groups financial liabilities are a reasonable approximation of their fair values.

These financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method

(iii) Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Groups ordinary shares are classified as equity instruments.

For the purposes of these disclosures, the Group considers its capital to comprise its ordinary share capital, and accumulated retained earnings. Neither the available for sale reserve nor the translation reserve is considered as capital. There have been no changes in what the Group considers to be capital since the previous period.

The Group is not subject to any externally imposed capital requirements

50

33. DISPOSAL OF CONTROLLED ENTITY

On 1 August 2011, a controlled entity, KSL Exploration (Yukon) Ltd
was dissolved.
The consideration received was $nil.
Disposal Consideration:
Cash
Less:
Cash
Exploration expenditure
Current liabilities
Goodwill
Acquiree’s
carrying amount
Fair Value
$ $ -
-
-
-
-
-
-
-
-
-
-
-

In addition an amount of $61,006 was transferred from the Foreign Exchange Translation Reserve to Accumulated Losses as it is no longer required.

34. NOTES TO THE STATEMENTS OF CASH FLOWS

(a)
Cash on hand comprises:
Cash at bank and on hand
Deposits at call
Bank bills
Consolidated
2012
2011
$ $ 127,815
104,182
957,824
561,712
-
1,000,000
1,085,639
1,665,894
(b)
Reconciliation of loss from ordinary activities after income tax to net cash outflows from operating
(b)
Reconciliation of loss from ordinary activities after income tax to net cash outflows from operating
(b)
Reconciliation of loss from ordinary activities after income tax to net cash outflows from operating
activities as follows:
Operating (loss) after income tax (1,758,306) (2,390,334)
Depreciation 104,389 119,525
Exploration expenditure written off 1,040,767 1,650,096
Provision for leave entitlements 7,544 9,885
Share of associates loss - (236,345)
Share based payments expense - -
Change in operating assets and liabilities:
-
Decrease / (Increase) in receivables
128,408 653,181
-
Decrease / (Increase) in other assets
(2,779) 1,480
-
Increase / (Decrease) in accounts payable
(39,727) 207,027
Net cash inflow (outflow) from operating activities (519,704) 14,515

51

Directors’ Declaration

The Directors of the Company declare that:

  1. the financial statements and notes, as set out on pages 10 to 51, are in accordance with the Corporations Act 2001 and:

    • (a) comply with Accounting Standards, which, as stated in accounting policy note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and

    • (b) give a true and fair view of the financial position as at 31 December 2012 and of the financial performance for the year ended on that date of the company and consolidated group; and

  2. the Chief Executive Officer and Chief Finance Officer have each declared that:

    • (c) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporation Act 2001;

    • (d) the financial statements and notes for the financial year comply with the Accounting Standards; and

    • (e) the financial statements and notes for the financial year give a true and fair view.

  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.

Dated at Darwin this 27[th] day of March 2013 On behalf of the Board

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Geoff Eupene Director

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55

Shareholder Information

Information relating to shareholders at 26 March 2013

Substantial Shareholders

Eupene Nominees Pty Limited

Number of Shares

%

9,258,492 5.87

Distribution of Ordinary Shareholders -Analysis of Holdings as at 16 March 2012

Security Classes Holdings Holdings Ranges Holders Total Units %
Fully Paid Ordinary 1 - 1,000 63 31,046 0.02
1,001 - 5,000 197 635,645 0.42
5,001 - 10,000 220 1.889,421 1.19
10,001 - 100,000 654 26,133,514 16.58
100,001> 244 128,921,417 81.79
Totals 1,378 157,629,043 100.00

Top 20 Holdings of Ordinary Shares (CUX) as at 24 March 2013

Holder Name
NATIONAL NOMINEES LIMITED
GADEN NOMINEES PTY LTD
EUPENE NOMINEES PTY LTD
EXCESS PTY LIMITED
ACN 108 884 779 PTY LTD
EUPENE NOMINEES PTY LIMITED
KALE CAPITAL CORPORATION LTD
PANSTYN INVESTMENTS PTY LTD
MR CHRIS CONNELLAN
MR PETER WILLIAM WALKER
MR ARVID JOHN BUSKAS
MR ROBERT A CLEARY
ROSENTHAL HOLDINGS PTY LTD
MR PATRICK YENSON
KAPUTAR PASTORAL CO PTY LTD
PHILLIAN PTY LIMITED
MR PETER MICHAEL NICHOLSON
MR BRIAN MAXWELL CANN & MRS GAYLE CANN A/C>
FAULKNER CAPITAL GROUP PTY LTD
BUDBERTH PTY LTD
MR JOHN TREVOR HENDERSON
Total Shares on Issue
Shares
%
8,477,962
5.38
7,124,795
4.52
6,028,571
3.83
5,458,447
3.46
3,892,326
2.47
3,229,921
2.05
2,915,541
1.85
2,720,970
1.73
2,539,435
1.61
2,179,482
1.38
2,028,571
1.29
2,000,000
1.27
2,000,000
1.27
1,816,568
1.15
1,771,563
1.12
1,609,433
1.02
1,340,161
0.85
1,300,000
0.83
1,250,000
0.79
1,200,000
0.76
1,200,000
0.76
62,083,746
39.39
157,629,043

56

Unmarketable Parcels

As at 24 March 2013 there were 560 shareholders with an unmarketable share parcel of less than 15,152 shares at the prevailing share price of 3.3 cents.

Restricted Securities - There are no restricted securities.

Top 20 Holdings of Listed Options (CUXO) as at 24 March 2013 (Exercise 15 cents expiring 30 Nov 14)

Holder Name
EUPENE NOMINEES PTY LTD
EXCESS PTY LIMITED
EUPENE NOMINEES PTY LIMITED
M & K KORKIDAS PTY LTD
MR ARVID JOHN BUSKAS
MR PETER WILLIAM WALKER
WILLIAM GEOFFREY KROON
BADGER BOX PTY LTD
MR MALCOLM KEITH SMARTT & MS JANICE LEONIE SMARTT

ROSENTHAL HOLDINGS PTY LTD
BUDBERTH PTY LTD
GOLD VAULT INTERNATIONAL PTY LTD
MR DAVID GREGORY GREER
MR ROBERT LEWIS RICHARDSON & MS SUSANNE BRINT RATHROAM STAFF FUND A/C>
MR RONALD GRAEME BROWN
MR TERENCE ROBERT BROWN & MS KAYE MAREE GLOVER SUPERANNUATION FUND A/C>
MR ANTHONY FRANCIS GREVE LE BRUN
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SESNA PTY LTD
MR KEVIN WAIDE
Total of top 20 holders
Total number on issue
Holdings
%
3,014,285
8.473
2,729,223
7.672
1,614,960
4.540
1,570,070
4.413
1,247,619
3.507
1,089,741
3.063
1,000,000
2.811
810,000
2.277
700,000
1.968
666,667
1.874
600,000
1.687
600,000
1.687
545,000
1.532
522,619
1.469
500,000
1.405
500,000
1.405
500,000
1.405
500,000
1.405
500,000
1.405
500,000
1.405
19,710,184
55.41
35,574,642

Voting Rights

There are no restrictions on voting rights. On a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote. Where a member holds shares which are not fully paid, the number of votes to which that member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote which the amount paid up bears to the total issued price thereof. Option holders have no voting rights until the options are exercised.

Dividends - The Company has not paid any dividends in the period

Distribution of Ordinary Shareholders -Analysis of Holdings as at 16 March 2012

Security Classes Holdings Holdings Ranges Holders Total Units %
Fully Paid Ordinary 1 - 1,000 63 31,046 0.02
1,001 - 5,000 197 635,645 0.42
5,001 - 10,000 220 1.889,421 1.19
10,001 - 100,000 654 26,133,514 16.58
100,001> 244 128,921,417 81.79
Totals 1,378 157,629,043 100.00

57

Corporate Governance

Statement of Corporate Governance

Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 31 December 2012.

Board Composition

The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and their term of office are detailed in the directors’ report.

The names of independent directors of the company are:

Malcolm Smartt

Robert L Richardson

Peter Walker

When determining whether a non-executive director is independent the director must not fail any of the following materiality thresholds:

  • less than 10% of company shares are held by the director and any entity or individual directly or indirectly associated with the director;

  • no sales are made to or purchases made from any entity or individual directly or indirectly associated with the director; and

  • none of the directors’ income or the income of an individual or entity directly or indirectly associated with the director is derived from a contract with any member of the economic entity other than income derived as a director of the entity.

Independent directors have the right to seek independent professional advice in the furtherance of their duties as directors at the company’s expense. Written approval must be obtained from the chair prior to incurring any expense on behalf of the company.

The company does not have a formally constituted nomination committee.

Ethical Standards

The Board acknowledges and emphasises the importance of all directors and employees maintaining the highest standards of corporate governance practice and ethical conduct.

Directors and employees are required to:

  • act honestly and in good faith;

  • exercise due care and diligence in fulfilling the functions of office;

  • avoid conflicts and make full disclosure of any possible conflict of interest;

  • comply with the law;

  • encourage the reporting and investigating of unlawful and unethical behaviour; and

  • comply with the share trading policy outlined in the Code of Conduct.

Directors are obliged to be independent in judgment and ensure all reasonable steps are taken to ensure due care is taken by the Board in making sound decisions.

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Trading Policy

Directors, employees and associates must not engage in short term trading of Company Shares and should not enter into any form of trading or dealing, or procure others to do so, under the following circumstances:

  • 1) if they are in possession of information which is not generally available (inside information) being information which, if it were known and available might cause a reasonable person to expect that the value of the Company and /or its shares to be affected;

  • 2) during periods other than the nominated Trading Windows defined below

  • 3) at all other times their intention to trade has been notified to, and approved by, the responsible person in accordance with this Policy.

In the course of carrying out their duties, directors and employees often possess information which may be regarded as inside information either specifically under terms of the Corporations Code, or more generally by informed and ethical persons. By way of guidance such information could include, but would not be limited to:

  • financial information of any type such as changes in operating forecasts, adjustments in capital or capital structure, borrowings, liquidity or cash flow circumstances

  • information about material acquisitions or divestments by the Company

  • changes to the Board, Management or Auditors

  • regulatory decisions or significant litigation likely to affect the Company

Directors, employees and their associates may not trade or deal in Company Shares except in accordance with the preceding paragraphs and only during Trading Window periods being those periods beginning 24 hours after lodgement of the Company’s half year and annual profit announcements, and concluding on the date for closing of books for the next reporting period.

Except for the Trading Window periods described in the preceding paragraph, all other times are considered to be “Closed Periods” in terms of Australian Stock Exchange Listing Rule 12.12.1 being those periods when Directors, employees and their associates are generally prohibited from trading in the Company’s securities.

Before dealing in Company Shares, an intention to trade must be discussed with and approved

in the case of Directors, by the Chairman

in the case of the Chairman by an independent director

in the case of all other employees by a Director

In addition, Directors are obliged to inform the Company Secretary of any dealing in Company Shares in the form required by the Corporations Act.

Employees who wish to trade outside the Trading Windows must obtain prior approval of the Board which may, under exceptional circumstances, consider applications for exemption from compliance with this Policy. The Board will exercise its unfettered discretion in deliberating the merits of each case and consent will generally be provided only in cases of clear financial hardship.

In the context of this Policy, associates of employees include the spouse, partner, members of employee’s, spouse’s or partner’s immediate families together with any third parties or entities controlled by the employee or such associates including family trusts and personal superannuation schemes

59

Audit Committee

The Directors have established an Audit Committee, which is comprised of Messrs RL Richardson, RA Cleary and PW Walker, all of whom are Non-Executive Directors and Mr MK Smartt, the company secretary. The Audit Committee will have direct access to management and will meet periodically with the external auditors to assess and review internal controls and the Company’s statutory reporting. Its activities will assist in ensuring the independence of the external Auditors and provide ready access to the full Board.

Performance Evaluation

There has been no formal performance evaluation of the Board during the past financial year, although its composition is reviewed at a Board meeting at least annually.

Board Roles and Responsibilities

The Board is first and foremost accountable to provide value to its shareholders through delivery of timely and balanced disclosures.

The Board is ultimately responsible for ensuring its actions are in accordance with key corporate governance principles.

The functions of the Board include:

  • review and approval of corporate strategies, the annual budget and financial and business plans;

  • overseeing and monitoring organisational performance and the achievement of the Company’s strategic goals and objectives thereby advancing the interests of the Shareholders and stakeholders;

  • monitoring financial performance including approval of the annual and half-year financial reports and liaison with the Company’s auditor;

  • appointment of and assessment of, the Chief Executive Officer and the members of the senior management and technical teams;

  • ensuring that there are effective management processes in place and approving major corporate initiatives;

  • enhancing and protecting the reputation of the Company;

  • ensuring the significant risks facing the Company and its controlled entity have been identified;

  • appropriate and adequate control, monitoring and reporting mechanisms are in place;

  • otherwise monitoring and reviewing the Company’s controls and systems including those concerned with occupational health and safety and environment and human resource matters, so as to ensure compliance with laws and the highest ethical standards; and

  • ensuring that the Shareholders are appropriately informed of the progress of the Company.

Diversity Policy

The Company believes that the promotion of gender diversity on boards, in senior management and within the organisation generally:

  • broadens the pool for recruitment of high quality directors and employees;

  • is likely to support employee retention;

  • through the inclusion of different perspectives, is likely to encourage greater innovation;

and

  • is socially and economically responsible governance practice.

Given the present size of the Company, there are no plans to establish measurable objectives for achieving further gender diversity at this time. The need for establishing and assessing measurable objectives for achieving gender diversity will be re-assessed as the size of the Company increases.

Proportion of Women Employees -

Proportion of Women Employees -
2012 Percentage
Women on the Board 0 0%
Women in Senior Management Role 1 16%
Women Employees 2 20%

60

Shareholder Rights

Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors, changes to the constitution and receipt of annual and interim financial statements. Shareholders are strongly encouraged to attend and participate in the Annual General Meetings of Crossland Uranium Mines Ltd, to lodge questions to be responded by the Board and/or the CEO, and are able to appoint proxies.

The Directors are keen to ensure that all Shareholders are kept fully informed. All announcements will be available on the Company’s web site http://www.crosslanduranium.com.au after release to ASX.

Risk Management

The Board considers identification and management of key risks associated with the business as vital to maximise shareholder wealth. An assessment of the business’s risk profile is undertaken on a regular basis and is reviewed by the Board, covering all aspects of the business from the operational level through to strategic level risks. The CEO has been delegated the task of implementing internal controls to identify and manage risks for which the Board provides oversight. The effectiveness of these controls is monitored and reviewed regularly.

Remuneration Policies

The remuneration policy sets the terms and conditions for the key management personnel All executives receive a base salary, superannuation and retirement benefits. The Board reviews executive packages annually by reference to company performance and executive performance. The policy is designed to attract the highest calibre executives and reward them for performance which results in long-term growth in shareholder value.

Executives are also entitled to participate in the employee share and option arrangements.

The amount of remuneration for all key management personnel for the company are detailed in the directors report under the heading Key Management Personnel Compensation. All remuneration paid to executives is valued at the cost to the company and expensed. Shares given to executives are valued as the difference between the market price of those shares and the amount paid by the executive. Options are valued using the Black-Scholes methodology.

The Board expects that the remuneration structure implemented will result in the company being able to attract and retain the best executives to run the consolidated group. It will also provide executives with the necessary incentives to work to grow long-term shareholder value.

The payment of bonuses, options and other incentive payments are reviewed by the Board as part of the review of executive remuneration and a recommendation is put to the Board for approval.

Remuneration Committee

The company does not have a formally constituted remuneration committee

61

SCHEDULE 1 – TENEMENTS CURRENT

Project Area Tenement Name/Location Status Granted
Date
Renewal
Date
Area (sq km unless
otherwise specified)
Registered Holder/
Applicant
Charley
Creek
EL 24281 Charley Creek Granted 07-Feb-05 06-Feb-13 129.2(41sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 25230 Cockroach Dam Granted 09-Nov-06 08-Nov-14 504.3(178sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 25657 Cluffs Dam Granted 30-Aug-07 29-Aug-13 397.8(130sub-blocks) WDR Base Metals Pty Ltd
Charley
Creek
EL 27283 Mount Chapple Granted 17-Nov-09 16-Nov-15 1561(500sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 27284 Mount Chapple
North
Granted 17-Nov-09 16-Nov-15 983.7(313sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 27338 Aileron Granted 24-Dec-09 23-Dec-15 189.8(60sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 27358 Hamilton
Downs
Granted 17-Nov-09 16-Nov-15 412.7(131sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 27359 Hamilton
Downs North
Granted 17-Nov-09 16-Nov-15 123(39sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28154 Hamilton South
1
Granted 20-Apr-11 19-Apr-17 191.5(76sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28155 Hamilton South
2
Granted 02-Feb-11 01-Feb-17 32.7(14sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28224 Hamilton North
2
Granted 08-Mar-11 07-Mar-17 50.4(16sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28225 Glen Helen Granted 13-May-11 12-May-17 163.7(52sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28226 Hamiltopn
North 3
Granted 08-Mar-11 07-Mar-17 123(39sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
EL 28434 Hamilton
Homestead
Granted 28-Jul-11 27-Jul-17 381(125sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
EL 28795 Amburla 1 Granted 12-Dec-11 11-Dec-17 50.4(16sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
EL 28796 Amburla 2 Granted 21-Dec-11 20-Dec-17 255.7(81sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
EL 28866 Everard Granted 21-Feb-12 20-Feb-18 56.7(18sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)

62

SCHEDULE 1 – TENEMENTS CURRENT

Project Area Tenement Name/Location Status Granted
Date
Renewal
Date
Area (sq km unless
otherwise specified)
Registered Holder/
Applicant
Charley
Creek
EL 28875 Snake Dam Granted 21-Feb-12 20-Feb-18 31.5(10sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
EL 28964 Mount Harris 1 Granted 26-Jul-12 25-Jul-18 788.6(249sub-
blocks)
Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
EL 28965 Mount Harris 2 Granted 26-Jul-12 25-Jul-18 98(31sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Charley
Creek
GEP
27831
GeoThermal Granted 23-Feb-11 22-Feb-16 730(250sub-blocks) Crossland Diamonds Pty
Ltd
Charley
Creek
ELA
28500
Tjunkuba Hills Application 06-Dec-10 217.9(69sub-blocks) Crossland Nickel Pty Ltd
Charley
Creek
ELA
29789
Mulga Bore Application 16-Nov-12 44.1(14sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Chilling EL 22738 Buchanan Granted 15-Jan-09 14-Jan-15 539.2(162sub-
blocks)
Crossland Mines Pty Ltd
Chilling EL 24557 Mount Thomas Granted 07-Dec-05 06-Dec-13 66.8(20sub-blocks) Crossland Mines Pty Ltd
Chilling EL 25076 Allia Granted 18-Sep-06 17-Sep-14 369.9(111sub-
blocks)
Crossland Mines Pty Ltd
Chilling EL 25077 Litchfield Granted 09-Nov-06 08-Nov-14 79.3(24sub-blocks) Crossland Mines Pty Ltd
Chilling EL 25078 Tipperary Surrendered 18-Sep-06 17-Sep-12 (sub-blocks) Crossland Mines Pty Ltd
Chilling EL 28433 Nancar Granted 28-Oct-11 27-Oct-17 77.5(32sub-blocks) Crossland Mines Pty Ltd
(55%) , Panconoz Pty Ltd
(45%)
Bolldwood/
Highland
Rocks
EL 27373 Bloodwood Granted 21-Dec-09 20-Dec-15 86(27sub-blocks) Paradigm Mexico Pty Ltd
Bolldwood/
Highland
Rocks
ELA
27374
HR Application 29-May-09 188.4(59sub-blocks) Paradigm Mexico Pty Ltd
Bolldwood/
Highland
Rocks
ELA
27571
HR NorthWest Application 25-Aug-09 1087(340sub-
blocks)
Paradigm Mexico Pty Ltd
Bolldwood/
Highland
Rocks
ELA
27572
HR South Application 25-Aug-09 1052(330sub-
blocks)
Paradigm Mexico Pty Ltd
Bolldwood/
Highland
Rocks
ELA
27375
HR NorthEast Application 29-May-09 377.3(118sub-
blocks)
Paradigm Mexico Pty Ltd

63

SCHEDULE 1 – TENEMENTS CURRENT

Project Area Tenement Name/Location Status Granted
Date
Renewal
Date
Area (sq km unless
otherwise specified)
Registered Holder/
Applicant
Mount
Stafford
EL 28492 Mount Stafford Granted 28-Jul-11 27-Jul-17 847.9(271sub-
blocks)
Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Mount
Stafford
ELA 29660 Ennugan North Application 11-Sep-12 365.9(115sub-
blocks)
Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Mount
Stafford
ELA 29661 Anzac Dam Application 11-Sep-12 57.3(18sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Mount
Stafford
ELA 29662 Ennigan South Application 11-Sep-12 44.1(14sub-blocks) Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Mount
Stafford
ELA 29758 Leichhardt Application 29-Oct-12 652.2(210sub-
blocks)
Crossland Nickel Pty Ltd
(55%), Panconoz Pty Ltd
(45%)
Gypsum
Cliffs
ELA
2012/00130
Tirari Desert Application 14-May-12 768(sub-blocks) Crossland Mines Pty Ltd
Gypsum
Cliffs
ELA
2012/00133
Mona Downs Application 14-May-12 997(sub-blocks) Crossland Mines Pty Ltd
Gypsum
Cliffs
ELA
2012/00134
McGrath Hill Application 14-May-12 670(sub-blocks) Crossland Mines Pty Ltd
LAKE
WOODS
EL 28198 Lake Woods
South
Granted 20-Apr-11 19-Apr-15 1034.9(317sub-
blocks)
Crossland Diamonds Pty
Ltd
LAKE
WOODS
EL 28199 Lake Woods
North
Granted 29-Apr-11 28-Apr-15 1032.8(317sub-
blocks)
Crossland Diamonds Pty
Ltd
KALABITY EL 4461 Kalabity Granted 29-Mar-10 28-Mar-14 125 Platsearch NL

64

==> picture [220 x 44] intentionally omitted <==

Crossland Uranium Mines Limited

Level 10, 80 Arthur Street, North Sydney, NSW 2060

Telephone: 02 – 9957 3199 Facsimile: 02 – 9954 4011 Email: [email protected] Website: www.crosslanduranium.com.au

ABN 64 087 595 980

65