FENIX RESOURCES LTD — Annual Report 2008

Sep 23, 2008

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EMERGENT RESOURCES LIMITED

ACN: 125 323 622

FINANCIAL REPORT

30 JUNE 2008

Emergent Resources Limited ACN: 125 323 622

Annual Report 30 June 2008

Corporate Directory

Directors

George James McMaster Garry Robert Hemming Kevin Ernest Judge

Company Secretary

John Cooke

Auditor

Grant Thornton (WA) Partnership Level 1, 10 Kings Park Road West Perth WA 6005

Bankers

ANZ Banking Group Limited

Registered Office

C/- Somes and Cooke Level 1, 1304 Hay Street West Perth WA 6005

Solicitors

Pullinger Readhead Lucas Level 2, Fortescue House, 50 Kings Park Road West Perth WA 6005

Share Registry

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000

ASX code: EMG

www.emergentresources.com.au

Emergent Resources Limited

ACN: 125 323 622

Annual Report 30 June 2008

Contents

Directors’ Report	1 – 8
Corporate Governance Statement	9 – 16
Auditor’s Report	17 – 19
Auditor’s Independence Declaration	20
Financial Report
Income Statement	21
Balance Sheet	22
Statement of Changes in Equity	23
Cash Flow Statement	24
Notes to the Financial Statement	25-40
Directors’ Declaration	41
Additional Information	42-46

Emergent Resources Limited

ACN: 125 323 622

Directors’ Report

Directors

The names and details of the Company’s directors in office during the financial period and up to the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

• George James McMaster

• Garry Robert Hemming

• Kevin Ernest Judge

Information on Directors

George James McMaster FAIM AAICD, JP Non-Executive Chairman of Directors

Mr McMaster is a businessman with over 40 years experience in finance, mining and hospitality related industries. His career experience includes hotels/resorts, brewery construction and management, property development and serving on the boards of a number of listed public companies involving property, food distribution and mining exploration. Mr McMaster has played an active role in assisting the listing of a number of companies on the ASX in the past and has strong business and management skills.

Garry Robert Hemming BAppSC AppGeol, MAusIMM

Managing Director

Mr Hemming is a consulting geologist with over 30 years experience in all aspects of the mining and exploration industry. His experience includes exploration in gold, platinum base metals, uranium, minerals sands, diamonds and rare earths and has personally been responsible for a number of new mineral discoveries.

Directorship in other Listed Entity

Dynasty Metals Limited Appointed 26/10/2007 – Resigned 19/08/2008

Kevin Ernest Judge FCA, FCPA, FCIS

Non-Executive Director

Mr Judge is a Chartered Accountant by profession with over 35 years experience and is founding partner of the firm Judge Constable, Chartered Accountants which he established over 18 years ago. Prior to this he was a senior partner in the Perth office of an international accountancy firm.

Mr Judge has been a director of a number of listed companies in the mining exploration industry and has skills in capital raising, corporate governance and finance and is the former President of the West Australian division of the CPA Australia.

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Emergent Resources Limited

ACN: 125 323 622

Directors’ Report

Directorship in other Listed entity

West Australian Metals Ltd Appointed 4 August, 2008.

Company Secretary

The Company Secretary is Mr John Cooke, FCA.

He is a Chartered Accountant, with over 20 years experience in the management and administration of ASX listed public companies.

Principal Activities

The principal activity during the period to 30 June 2008 was exploration for iron, base metals, precious metals and uranium in Western Australia.

Operating and Financial Review

The objective of the Company, in the event of the discovery of a mineral resource, would be the successful exploration and development of the resource.

The Company’s exploration programme on these projects will commence in the first quarter of the 2008/2009 year.

At the end of the financial period, the Company had cash resources of $4,920,648.

Results of Operations

The operating loss for the period, after providing income tax, was $361,367.

Shares Issues During the Year

9 May 2007, the allotment of 1 ordinary fully paid share at $1.00 8 June 2007, the allotment of 8,500,000 ordinary fully paid shares at $0.00001 3 August 2007, the allotment of 3,300,000 ordinary fully paid shares at $0.10 10 August 2007, the allotment of 800,000 ordinary fully paid shares at $0.10 15 April 2008, the allotment of 500,000 ordinary fully paid shares at $0.10 5 May 2008, the allotment of 1,550,000 ordinary fully paid shares at $0.10

In June 2008, the Company completed by way of the IPO, the issue of 20,000,000 ordinary fully paid shares at $0.20 each to raise $4,000,000 before issue costs.

Dividends

No dividends have been recommended by the Directors.

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Emergent Resources Limited

ACN: 125 323 622

Directors’ Report

Significant Changes in the state of Affairs

By an IPO, the Company raised $4,000,000, before issue costs, and listed on the ASX on 4 August 2008.

Apart from the above, there has been no significant change in the state of affairs of the Company.

Matters Subsequent to the End of the Financial Period

In August 2008, the Company completed by way of the IPO, the issue of 20,000,000 ordinary fully paid shares at $0.20 each to raise $4,000,000 before issue costs. Following completion of the IPO the following events have taken place;

• (a) On 4 August 2008 the Company was successfully listed on the Australian Stock Exchange.

• (b) The Company issued 7,500,000 fully paid ordinary shares and paid $252,542 in cash on 30 July 2008 to Pandell Pty Ltd and Oakover Limited for the acquisition of certain tenements.

• (c) The Company has entered into an Employment Service Agreement with Mr Garry Hemming, Managing Director, effective from 4 August 2008. The early termination of the agreement by the Company for a reason other than gross misconduct, will require the payment of termination benefits equivalent to 6 months salary.

• (d) The Company paid Director related entities consulting fees for the period commencing from date of incorporation up to 30 July 2008 being the date the Company was admitted to the official list by the Australian Securities Exchange Ltd (“ASX”). These fees were only payable on the condition that the Company achieved listing with the ASX. The consulting fees were paid to the Directors as follows:

George James McMaster Garry Robert Hemming Kevin Ernest Judge	$ 50,000 284,355 9,000 343,355

Apart from the above, there are no events subsequent to the end of the financial period that would have a material effect on these financial statements.

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ACN: 125 323 622

Emergent Resources Limited

Directors’ Report

Likely Developments and Expected Results of Operations

The Directors are not aware of any developments that might have a significant effect on the operations of the Company in subsequent financial years not already disclosed in this report.

Environmental Regulations

Emergent Resources Limited conducts its exploration activities in an environmentally sensitive manner, and believes it has adequate systems in place for the management of environmental requirements. The Company is not aware of any breach of statutory conditions or obligations.

Share Options

The details of unissued ordinary shares under option at the date of this report are as follows:

follows:
	Number	Exercise Price	Expiry Date
Unquoted	3,700,000	$ 0.20	31 Aug 2012

Option holders do not have any right, by virtue of the option to participate in any share issue of the Company or any related body corporate.

Remuneration Report

a) Principles used to determine the nature and amount of remuneration:

The Remuneration Report outlines the directors’ and executive remuneration arrangements of the Company. For the purposes of this report Key Management Personnel are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, including any directors of the Company and the five executives receiving the highest remuneration.

Remuneration Committee

During the period the Board as a whole assumed the role of the Remuneration Committee. The Board is responsible for determining and reviewing the remuneration of the Directors and executives. The Board assesses the appropriateness of the nature and amount of the remuneration on a periodic basis by reference to market and industry conditions.

b) Non-Executive Directors

Fees and payment to non-executive directors reflects the demands that are made on, and the responsibilities of the Directors from time to time.

Directors’ fees are determined by the Board within the aggregate directors’ fee limit approved by shareholders. The maximum currently stands at $150,000 per annum, commencing on listing.

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Emergent Resources Limited

ACN: 125 323 622

Directors’ Report

The directors have resolved that each non-executive director is entitled to receive fees of $50,000 per annum (plus superannuation) and the Chairman of Directors is entitles to receive $75,000 per annum (plus superannuation). Payments of Directors’ fees will be in addition to any payments to directors in any employment capacity.

The Managing Director has agreed to waive his director’s fee for the duration of his service agreement.

A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Executive Remuneration

The Company aims to reward executives with a level and mix of remunerations commensurate with their position and responsibilities within the Company so as to reward the executives, ensure total remuneration is competitive by market standards and align the interests of executives with those of shareholders.

Due to the nature of the Company’s operations the remuneration of non – executives does not include performance based incentives.

The Company pays superannuation on non-executive and executive remuneration in accordance with the prevailing Superannuation Legislations. Directors and executives may elect to salary sacrifice.

c) Compensation of Key Management Personnel and Executive for the Period Ended 30 June 2008

nded 30 June 2008
				%
		Long Term		Performance
	Salary Fees	Superannuation	Total	Related
George McMaster	-	-	-	-
Garry Hemming	-	-	-	-
Kevin Judge	-	-	-	-
John Cooke	-	-	-	-
(Company
Secretary and
deemed Executive)

A Chartered Accounting firm in which John Cooke is a partner has been paid $115,168 for accounting taxation and secretarial services.

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Emergent Resources Limited

ACN: 125 323 622

Directors’ Report

d) Compensation options: Granted and Vested During the Period

There were no compensation options granted and vested during the period ended 30 June 2008.

e) Options Granted as part of Remuneration

There was no options granted as part of remuneration during the financial period ended 30 June 2008.

f) Service Agreements

At the end of the financial period, no service agreement has been entered into with key management personnel.

Subsequent to the end of the financial period, the Company entered into an Employment Service Agreement with the Managing Director G Hemming with the following annual compensation package;

Salary Superannuation Other Benefits	$ 250,000 30,000 20,740 300,740

g) Share Based Compensation

No share based compensation was granted to key management personnel during the financial period ended 30 June 2008.

Directors’ Interest in shares and options of the Company

The particulars of Directors’ Interest in shares and options are as at the date of this report.

	Ordinary Shares	Options Expiring
		30 June 2012
George McMaster	3,367,500	500,000
Garry Hemming	2,825,000	2,000,000
Kevin Judge	820,000	300,000

George McMaster is a joint trustee for the Dalpura Superannuation Fund which owns 2,500,000 shares and 500,000 options in the Company and is a beneficiary of the Fund.

M T Hemming (wife of Garry Hemming) acts as trustee for the Rita Investment Trust which holds 2,825,000 shares and 2,000,000 options in the Company and Garry Hemming is a beneficiary of the Trust.

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Emergent Resources Limited

Directors’ Report

Kevin Judge is a director of Spinaway Gardens Pty Ltd which acts as trustee for the Judge Superannuation Fund which holds 820,000 shares and 300,000 options in the Company and he is a beneficiary of the Fund.

Meeting of Directors

The following table sets out the number of meetings of the Company’s Directors held during the financial period ended 30 June 2008 and the number of meetings attended by each Director.

ach Director.
	Number Held	Number
	Whilst in Office	Attended
George McMaster	12	9
Garry Hemming	13	10
Kevin Judge	12	11

Directors’ and Officers’ Insurance

The Company has made an agreement to indemnify all the Directors and Officers against all indemnifiable losses or liabilities incurred by each Director and Officer in their capacities as Directors and Officers of the Company.

Proceeding on Behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

Non Audit Services

The following non-audit services were provided by the Company’s auditor, Grant Thornton (WA) Partnership. The Directors are satisfied that the provision of 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 services disclosed below did not compromise the external auditor’s independence for the following reasons:

• All non-audit services are reviewed and approved by the Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

• The nature of the services provided do not compromise the general principals relating to auditor independence in accordance with APES 110:Code of Ethics for Professional Accountants and Ethical Standards Board.

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Emergent Resources Limited

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Emergent Resources Limited

ACN: 125 323 622

Corporate Governance Statement

This corporate governance statement sets out Emergent Resources Limited’s (“ Company ”) current compliance with the revised second edition corporate governance principles and recommendations. The recommendations are not mandatory, however the Company will be required to provide a statement in its future annual reports disclosing the extent to which the Company has followed the recommendations. The Company currently has in place corporate governance policies. These can be accessed on the Company’s website at www.emergentresources.com.au.

	Corporate Governance Principles and Recommendations	Comment
1	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	The Board Charter sets out the functions reserved to the board and those delegated to senior executives. The Board Charter is available on the Company’s website.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	The Board Charter sets out the process for evaluating the performance of senior executives. The Board Charter is available on the Company’s website.
1.3	Companies should provide the information indicated in the Guide to reportingon Principle 1.	The Company will explain any departures from the recommendation in its future annual report.
2	Structure the board to add value
2.1	A majority of the board should be independent directors/	A majority of the Board are not independent directors. There are three directors on the Board and two of the three are substantial shareholders in the Company. In view of the size of the Company and the nature of its activities, the Board considers that the current board is a cost effective and practical method of directing and managing the Company.
2.2	The chair should be an independent director.	The chairman, is not an independent director. The chairman is a substantial shareholder in the Company.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	The roles of chair and chief executive officer are not exercised by the same individual.
2.4	The board should establish a nomination committee.	The Board has not established a nomination committee. The Board considers that no efficiencies or other benefits would be gained by establishing a nomination committee. The Board has adopted policy and procedure for selection and appointment of new directors.

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Emergent Resources Limited

Corporate Governance Statement

2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	During the reporting period there was no performance evaluation of the Board, its committees and individual directors. The current Board has only been in place since incorporation earlier this year and did not conduct a performance evaluation during the reporting period. It is proposed the Chairman will conduct a review in the 2009 financial year.
2.6	Companies should provide the information indicated in the Guide to reportingon Principle 2.	The Company will explain any departures from the recommendation in its future annual report.
3	Promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to the practices necessary to maintain confidence in the company’s integrity; the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	The Board has adopted a code of conduct. The code of conduct is available on the Company’s website.
3.2	Companies should establish a policy concerning trading in company securities by directors, senior executives and employees, and disclose the policy or a summaryof thatpolicy.	The Board has adopted a policy for dealing in company securities. The policy is available on the Company’s website.
3.3	Companies should provide the information indicated in the Guide to reportingon Principle 3.	The Company will explain any departures from the recommendation in its future annual report.
4	Safeguard integrity in financial reporting

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Emergent Resources Limited

Corporate Governance Statement

4.1	The board should establish an audit committee.	There is no separate audit committee. Due to the small size and structure of the Board, a separate audit committee is not considered to add any efficient to the process. The Board has adopted an audit committee charter and the Board will function in accordance with that. The audit committee charter is available on the Company’s website.
4.2	The audit committee should be structured so that it consists only of non-executive directors consists of a majority of independent directors; is chaired by an independent chair, who is not chair of the board;and has at least three members.	Not applicable.
4.3	The audit committee should have a formal charter.	The Board has adopted an audit committee charter. The charter is available on the Company’s website.
4.4	Companies should provide the information indicated in the Guide to reportingon Principle 4.	The Company will explain any departures from the recommendation in its future annual report.
5	Make timelyand balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summaryof thosepolicies.	The Board has adopted a disclosure policy and communications strategy. The policy is available on the Company’s website.
5.2	Companies should provide the information indicated in the Guide to reportingon Principle 5.	The Company will explain any departures from the recommendation in its future annual report.
6	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	The Board has adopted a disclosure policy and communications strategy. The policy is available on the Company’s website.
6.2	Companies should provide the information indicated in the Guide to reportingon Principle 6.	The Company will explain any departures from the recommendation in its future annual report.
7	Recognise and manage risk

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Emergent Resources Limited

Corporate Governance Statement

7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summaryof thosepolicies.	The Board has adopted a risk management policy. The policy is available on the Company’s website.
7.2	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	The Board will require that either the individual appointed to perform the role of Chief Executive Officer or the Chief Financial Officer will design and implement risk management and internal control systems and provide a report at the relevant time.
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reportingrisks.	The Board will seek this assurance from the individuals appointed to perform the role of Chief Executive Officer and Chief Financial Officer.
7.4	Companies should provide the information indicated in the Guide to reportingon Principle 7.	The Company will explain any departures from the recommendation in its future annual report.
8	Remunerate fairlyand responsibly
8.1	The board should establish a remuneration committee.	There is no separate remuneration committee. Due to the small size and structure of the Board, a separate remuneration committee is not considered to add any efficient to the process. The Board has adopted a remuneration committee charter and the Board will function in accordance with that. The remuneration committee charter is available on the Company’s website.

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Emergent Resources Limited

Corporate Governance Statement

8.2	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	The Board will distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. The Company’s constitution provides that the remuneration of non- executive directors will not be more than the aggregate fixed sum determined by shareholders in general meeting. The Board is responsible for determining the remuneration of any directors or senior executives.
8.3	Companies should provide the information indicated in the Guide to reportingon Principle 8.	The Company will explain any departures from the recommendation in its future annual report.

Structure of the Board

The skills, experience and expertise relevant to the position of Directors held by each person in office at the date of the Annual Report is set out in the Directors’ Report.

Directors of Emergent Resources Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of their unfettered and independent judgment.

There are procedures in place to enable Directors to seek independent professional advice, at the expense of the Company, on issues arising in the course of their duties as Directors.

Set out below is the term in office held by each Director at the date of this report

George James McMaster	Appointed 9 May 2007
Garry Robert Hemming	Appointed 9 May 2007
Kevin Ernest Judge	Appointed 9 May 2007

Nomination Committee

At present, due to the nature of the Company’s operations, the Company has not formed a separate Nomination Committee.

The function of establishing the criteria for Board membership, nomination of Directors and review of Board membership, is performed by the board as a whole, until such times as the Company is of a sufficient size to warrant the establishment of a separate Nomination Committee.

The composition of the Board is determined ensuring that there is an appropriate combination of corporate and operational expertise and qualification.

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ACN: 125 323 622

Emergent Resources Limited

Corporate Governance Statement

Performance

An evaluation of Directors is conducted by the Board on an annual basis.

Remuneration

The board is responsible for determining and reviewing the arrangements for Directors and Executive management. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on an annual basis by reference to market and industry conditions and taking into account the Company’s operation and financial performance.

Other than statutory superannuation, there is no scheme in place to provide retirement benefits to non-executive Directors.

Details of remuneration received by directors and executives are included in the Remuneration Report contained within the Directors’ Report.

Audit Committee

During the financial period the Board had not established an Audit committee.

The role of the Audit Committee in the establishment of effective internal control framework to safeguard the Company’s assets, maintain proper accounting records and ensure the reliability of financial information was preformed by the Board as a whole during the financial period.

The Board as a whole deals directly with and receives reports from the Company’s external auditors in relation to the Annual financial reports and other statutory requirements.

It is the intention of the Board to have a separately constituted audit committee during the financial year to 30 June 2009.

Risk Committee

The Board has not established a Risk Management Committee however the Board will require that either the individual appointed to perform the role of Chief Executive Officer or the Chief Financial Officer will design and implement risk management and internal control systems and provide a report at the relevant time.

The Board’s collective experience will enable accurate identifications of the principal risks which may affect the Company’s business. Key operational risks and their management are recurring items for deliberation at Board meetings.

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Emergent Resources Limited

Corporate Governance Statement

Ethical Standards

The Board requires that Directors and Executive staff of the Company administer a high ethical standard at all times. The Directors, as members of their appropriate professional bodies, abide by the ethical standard of those bodies.

Directors, Executives and staff of the Company are not permitted to engage in trading of the Company’s securities during a period when they are in possession of price sensitive information not otherwise available to the market or in the period leading up to the release of periodic reports.

Shareholders

The board endeavors to ensure that shareholders are fully informed of all activities affecting the Company. Information is conveyed to shareholders via the annual report, Quarterly Reports and other announcements. This information is available on the Company’s website, www.emergentresources.com.au and a hard copy upon request.

The Board encourages attendance and participation of shareholders at the Annual General and other General Meetings of the Company.

The Company’s external auditor is requested to attend the Annual General Meeting and be available to take questions about the conduct of the audit and the content of the Auditors’ Report.

Compliance with Best Practice Recommendations

During the financial year, the Company has complied with the Corporate Governance Principles and corresponding the Best Practice Recommendations other than in the following areas outlined below.

Principal 2 Recommendation 2.4

There is no nomination committee.

The board considers those matters and issues arising that would usually fall to a nomination committee. The board considers that no efficiencies or other benefits would be gained by establishing a separate nomination committee.

Principal 2 Recommendation 2.5

During the reporting period there was no performance evaluation of the board, its committees and individual directors.

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ACN: 125 323 622

Emergent Resources Limited

Corporate Governance Statement

The current board has only been in place since incorporation earlier this year and did not conduct a performance evaluation during the reporting period. It is proposed the Chairman will conduct a review in the 2009 financial year.

Principal 8 Recommendation 8.1

There is no separate remuneration committee.

Due to the small size and structure of the Board, a separate remuneration committee is not considered to add any efficiency to the process of determining the levels of remuneration for the directors and key executives. The Board considers that it is more appropriate to set aside time at board meetings each year to specifically address matters that would ordinarily fall to the remuneration committee.

In addition, all matters of remuneration will continue to be determined in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no directors participate in any deliberations regarding his or her own remuneration or related issues.

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Emergent Resources Limited

ACN: 125 323 622

INCOME STATEMENT FOR THE PERIOD 9 MAY 2007 TO 30 JUNE 2008

Note Revenue Interest received 2 Administration expense Depreciation expense Share issue expenses Compliance and regulatory expenses Loss before income tax expense Income tax expense 14 Loss for the period Basic loss per share 5 Diluted loss per share	2008 $ 24,680 (34,186) (2,406) (234,958) (114,497)
	(361,367) -
	(361,367)
	(0.04)
	(0.04)

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

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ACN: 125 323 622

Emergent Resources Limited

BALANCE SHEET AS AT 30 JUNE 2008

Note ASSETS CURRENT ASSETS Cash and cash equivalents 6 Other assets 9 Trade and other receivables 7 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment 8 Mineral exploration expenditure 10 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Share applications 11 Trade and other payables 11 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 12 Accumulated losses TOTAL EQUITY	2008 $ 4,920,648 33,541 8,254
	4,962,443
	15,588 147,445
	163,033
	5,125,476
	4,902,367 105,483
	5,007,850
	5,007,850
	117,626
	478,993 (361,367)
	117,626

The above balance sheet should be read in conjunction with the accompanying notes

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Emergent Resources Limited

ACN: 125 323 622

STATEMENT OF CHANGES IN EQUITY FOR PERIOD ENDED 30 JUNE 2008

Note Balance at incorporation Loss for the period Shares issued during the period 12 Share issue costs Balance at 30 June 2008	Issued Capital Accumulated Losses Total Equity $ $ $ 1 - 1 - (361,367) (361,367) 615,085 - 615,085 (136,093) - (136,093)
	478,993 (361,367) 117,626

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

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Emergent Resources Limited

ACN: 125 323 622

CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE 2008

Note CASH FLOWS FROM OPERATING ACTIVITIES Cash payments to suppliers and employees Payments for share issue expense Interest received Net cash used in operating activities 13 CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Payments for exploration expenditure Net cash used in investing activities CASH FLOW FROM FINANCING ACTIVITES Share applications Proceeds from share issue Payments for share issue expense Net cash provided by financing activities Net increase in cash held Cash at beginning of the financial period Cash at end of financial period 6	2008 $ (135,664) (234,958) 24,680
	(345,942)
	(17,994) (134,957)
	(152,951)
	4,902,367 615,086 (97,912)
	5,419,541
	4,920,648 -
	4,920,648

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

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Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 1: Statement of Significant Accounting Policies

The financial report of Emergent Resources Limited (“the Company”) for the year ended 30 June 2008 was authorised for issue in accordance with a resolution of the directors on 10 September 2008.

Emergent Resources Limited is a company limited by shares incorporated and domiciled in Australia whose shares are to be publicly listed on the Australian Stock Exchange on 4 August 2008.

The nature of the operations and principal activities of the Company are described in the Directors’ Report.

Basis of Preparation

The financial report is a general purpose financial report that has 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 .

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. 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 this financial report are presented below. They have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected noncurrent assets, financial assets and financial liabilities.

(a) Income Tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available.

25

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(b) Property, 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

Plant and equipment are measured on the cost basis.

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

26

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

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 Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight-line basis over the assets useful life, commencing from the time the asset is held ready for use.

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

Class of Fixed Asset	Depreciation Rate
Office Furniture	10% -13.33%
Computer Equipment	50%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

(c) Mineral Exploration Expenditure

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

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves

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

27

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(d) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 12 months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(e) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

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

(f) Goods and Services Tax (GST)

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

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

(g) Financial Year and Comparative Figures

The Company has adopted the financial year as being from the date of incorporation on 9 May 2007 to 30 June 2008. Accordingly there are no comparative figures.

(h) Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data obtained both externally and from within the Company.

Key Estimates – Impairment

The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of asset is determined. The following circumstances would indicate a requirement that the Company test for impairment of Mineral Exploration Expenditure;

28

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

• (i) The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

• (ii) Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

• (iii) Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area;

• (iv) Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full form successful development or by sale.

None of these are applicable at balance date

Note 2: Revenue

Note 2: Revenue
Interest Received Total	2008 $ 24,680
	24,680

Note 3: Key Management Personnel Compensation

• (a) Names and positions held of key management personnel in office at any time during the financial year are:

Key Management Person

Position

Mr George McMaster Non-executive - Chairman Mr Garry Hemming Managing Director Mr Kevin Judge Non-executive

No remuneration has been paid to key management during the year.

29

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

(b) Options and Rights Holdings Number of Options Held by Key Management Personnel

Mr George McMaster Mr Garry Hemming Mr Kevin Judge Total	Balance 9.5.2007 Granted as Compensation Options Exercised Net Change Other* - - - 500,000 - - - 2,000,000 - - - 300,000
	- - - 2,800,000

The Net Change Other reflected above includes those options that have been forfeited by holders as well as options issued during the year under review.

Number of Options Held by Key Management Personnel

Mr George McMaster Mr Garry Hemming Mr Kevin Judge Total	Balance 30.6.2008 Total Vested 30.6.2008 Total Exercisable 30.6.2008 Total Unexer- cisable 30.6.2008 500,000 - - 500,000 2,000,000 - - 2,000,000 300,000 - - 300,000
	2,800,000 - - 2,800,000

(c) Shareholdings

Number of Shares held by Key Management Personnel

(c) Shareholdings Number of Shares	held by Key Management Personnel
George McMaster Garry Hemming Kevin Judge Total	Balance 9.5.2007 Received as Compen- sation Options Exercised Net Change Other Balance 30.6.2008* - - - 3,200,000 3,200,000 1 - - 2,700,000 2,700,001 - - - 800,000 800,000
	1 - - 6,700,000 6,700,001

• Net Change Other refers to shares purchased or sold during the financial year.

In accordance with AASB 124, remuneration disclosures related to Key Management Personnel are included in the Remuneration Report in the Directors’ Report.

30

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 4: Auditor’s Remuneration

The Auditor of Emergent Resources Limited is Grant Thornton (WA) Partnership

	2008
	$
Amounts received or due and receivable for:
An audit or review of the financial report of the Company	14,500

Note 5: Loss Per Share

Note 5: Loss Per Share
	2008
	$
Earnings/(Loss) used in the calculation of basic and diluted EPS	(361,367)
Weighted Average number of ordinary shares used in calculation of basic
earnings per share	9,678,846
Weighted Average number of ordinary shares used in calculation of diluted
earnings per share	9,678,846

Note 6: Cash and Cash Equivalents

Note 6: Cash and Cash Equivalents
Cash at bank – share application trust account Cash at bank – general account Total	2008 $ 4,902,367 18,281
	4,920,648

Note 7: Trade and Other Receivables

GST refundable Total	2008 $ 8,254
	8,254

31

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 8: Property, Plant & Equipment

Plant and equipment: At cost Accumulated depreciation Total Plant and Equipment	2008 $ 17,994 (2,406)
	15,588

Movements in Carrying Amounts

Movement in the carrying amount of each class of plant and equipment between the beginning and end of the financial year

Balance at 9 May 2007 Additions Disposals Depreciation expense Total Plant and Equipment	Office Furniture Computer Equipment Total - - - 7,045 10,949 17,994 - - - (618) (1,788) (2,406)
	6,427 9,161 15,588

Note 9: Other Assets

Note 9: Other Assets
CURRENT Prepayments Deposits Total	2008 $ 32,331 1,210
	33,541

Note 10: Mineral Exploration Expenditure

Mineral exploration expenditure capitalised — exploration and evaluation phases Total exploration expenditure	2008 $ 147,445
	147,445

32

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

The value of the Company’s interest in exploration expenditure is dependent upon:

• The continuance of the Company’s rights to tenure of the areas of interest;

• The results of future exploration; and

• The recoupment of costs through successful development and exploitation of the areas of interest or, alternatively, by their sale.

The Company’s exploration properties may be subject to claim(s) under native title, or contain sacred sites, or sites of significance to Aboriginal people. As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time it is not possible to quantify whether such claims exist, or the quantum of such times.

Note 11: Trade and Other Payables

CURRENT Share applications Trade payables and accruals Total	2008 $ 4,902,367 105,483
	5,007,850

Note 12: Issued Capital

Ordinary fully paid shares Total Ordinary shares Shares issued during the year — 09/05/2007 — 08/06/2007 — 03/08/2007 — 10/08/2007 — 15/04/2008 — 02/05/2008 At reporting date Less: Issue Costs Total	No. 1 8,500,000 3,300,000 800,000 500,000 1,550,000 14,650,001 - 14,650,001	2008 $ 478,993
		478,993
		$ 1 85 330,000 80,000 50,000 155,000
		615,086 (136,093)
		478,993

Ordinary shares participate in dividends and the proceeds of winding up of the entity in proportion to the number of shares held.

33

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

At shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called; otherwise each shareholder has one vote on a show of hands.

On 8 June 2007, 3,700,000 options were issued to acquire ordinary shares exercisable $0.20 each expiring on 31 August 2012.

Capital Management

Management controls the capital of the Company in order to provide shareholders with the potential benefits of efficiently conducted mineral exploration programmes as set out in its May 2008 Prospectus and also to ensure that the Company continues as a going concern.

The Company’s capital comprises solely of ordinary share capital, supported by funds deposited with an Australian Bank.

There are no externally imposed capital requirements of the Company. All future government imposed ongoing expenditure commitments are detailed in Note 18.

Management effectively manages the Company’s capital by continual assessment of the results of its exploration programmes and their attendant risks. Management may adjust the Company’s capital structure in response to this continual assessment. These responses may include share issues, joint venture arrangements and purchases and sales of interests in mineral tenements.

Note 13: Cash Flow Information

Reconciliation of Cash Flow from Operations with Loss after Income Tax Loss after income tax Cash flows excluded from loss attributable to operating activities: Non-cash flows in Loss Depreciation Expense (Increase)/decrease in trade and other receivables (Increase)/decrease in other assets Increase/(decrease) in trade and other payables Net cash used in operating activities	2008 $ (361,367) 2,406 (8,254) (33,541) 54,814
	(345,942)

34

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 14: Income Tax

Current tax expense Current period Adjustment for prior periods Deferred tax expense Origination and reversal of temporary differences Reduction in tax rate Change in unrecognised temporary differences Utilisation of previously unrecognised tax losses Income tax exense	2008 $ (93,611) - 93,611 - - -
	-

Income tax expense

Numerical reconciliation between tax-expense and pre-tax net profit Loss for the period Total income tax expense Loss for the period after income tax expenses Income tax benefit using the Company’s domestic tax rate of 30% Accrued expenses Write off of exploration expenses Capital raising costs Current year losses for which no deferred tax asset is recognised	(361,367) -
	(361,367)
	(108,410) 4,350 (44,233) 54,682 93,611
	-

Income tax recognised directly in equity

Income tax recognised directly in equity
Capital raising costs Tax losses not brought to account Total Income tax recognised directly in equity	8,166 (8,166)
	-

The Company has deferred tax assets not brought to account of $51,788

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

35

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

The availability of these losses is subject to satisfying Australian taxation legislation requirements and will only be available if:

i) The company derives future assessable income of a nature and amount sufficient to enable the benefit from the deduction for the losses to be realised.

ii) The company continues to comply with the provisions of the income tax legislation relating to the deduction of losses from prior years.

iii) No changes in tax legislation adversely affect the company in realising the benefit from the deduction for the losses.

Note 15: Events After Balance Date

Subsequent to successful completion of the IPO where $4,000,000 (less capital raising expenses) was raised by way of issuing 20,000,000 shares at $0.20, the following events have taken place:

• (a) On 4 August 2008 the Company successfully listed on the Australian Stock Exchange.

• (b) The Company issued 7,500,000 fully paid ordinary shares and paid $252,542 in cash on 30 July 2008 to Pandell Pty Ltd and Oakover Limited for the acquisition of certain tenements.

• (c) The Company entered into an Employment Service Agreement with Mr Garry Hemming, Managing Director, effective from 4 August 2008. The early termination of the agreement by the Company for a reason other than gross misconduct, will require the payment of termination benefits equivalent to 6 months salary.

• (d) The Company paid Director related entities consulting fees for the period commencing from date of incorporation up to 30 July 2008 being the date the Company was admitted to the official list by the Australian Securities Exchange Ltd (“ASX”). These fees are only payable on the condition that the Company achieves listing with the ASX. The consulting fees were paid to the Directors as follows:

George James McMaster Garry Robert Hemming Kevin Ernest Judge	$ 50,000 284,355 __9,000 343,355

Apart from the above, there are no events subsequent to the end of the financial period that would have a material effect on these financial statements.

36

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 16: Related Party Disclosure

There have been no related party transactions with key management personnel up to 30 June 2008.

Note 17: Financial Risk Management

(a) Financial Risk Management Policies

The Company’s financial instruments consist of deposits with banks, accounts receivable and payable.

Risk management policies are approved and reviewed by the board on a regular basis. This mainly includes monitoring future cash flow requirements. The use of hedging derivative instruments is not contemplated at this stage of the Company’s development.

Financial Risk Exposure and Management

The main risk the Company is exposed to through its financial instruments is liquidity risk

Liquidity Risk

The Company manages liquidity risk by monitoring forecast cash flows.

Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements

There is no material amounts of collateral held as security at 30 June 2008.

The credit risk for counterparties included in trade and other receivables at 30 June 2008 is detailed below.

Trade and other receivables GST Refundable	2008 $ 8,258
	8,258

(b)

Financial Instruments

The Company holds no derivative instruments, forward exchange contracts and interest rate swaps.

37

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Financial instrument composition and maturity analysis

The table below reflects the undiscounted contractual settlement terms for financial instruments.

	Weighted Average		Non –
	Effective Interest	Floating	interest
	Rate %	Interest Rate	Bearing	Total
Financial Assets
Cash and cash	6.20	4,920,648	-	4,920,648
equivalents
Receivables (GST)	-	-	8,254	8,254
Total Financial Assets		4,920.648	8,254	4,928,902
Financial Liabilities
Share application			4,902,367	4,902,367
Payables
Trade and other	-	-	105,483	105,483
payables
Total Financial Liabilities			5,007,850	5,007,850

Trade and other payables are expected to be paid as follows:

Less than 6 months	2008 $ 105,483
	105,483

Net Fair Values

The net fair value for financial assets and liabilities approximates their carrying value.

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

Sensitivity analysis – Interest rate risk

The Company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in this risk.

38

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

As at 30 June 2008, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:

	2008
	$
Change in loss
- Increase in interest rate by 2%	(8,606)
- Decrease in interest rate by 2%	8,606
Change in equity
- Increase in interest rate by 2%	8,606
- Decrease in interest rate by 2%	(8,606)

Note 18: Commitments and Contingencies

(i) Exploration Commitments

In order to maintain current rights of tenure to exploration tenements the Company is required to perform minimum exploration work to meet the minimum expenditure requirements specified by the state government of Western Australia. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report. These obligations will vary where properties are farmed out, abandoned or where no expenditure exemptions are granted. Commitments for tenements in the application phase are not included in the following amount as obligations only come into existence upon grant of a tenement.

Within one year	2008 $ $282,000

(ii) Native Title

Native title claims have been lodged in respect to the tenements in which the Company has an interest. The effect if any, of these claims or future claims may have on the Company is not known.

(iii) Contingencies

There are no contingencies at balance date. Please refer to Subsequent Events Note 15 for post balance date contingencies.

Note 19: Segment Information

The principal activity of the Company is mineral exploration in Australia.

39

Emergent Resources Limited

ACN: 125 323 622

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Note 20: New Standards and Interpretations Not Yet Adopted

At the date of authorisation for issue of this report, the Australian Accounting Standards Board has made new or amended Australian Accounting Standards and Interpretations that will be effective for periods commencing after the date of this financial report. The directors are of the opinion that early adoption of these standards will have no impact (nil) on the financial report or are not relevant (N/A) to the Company.

Affected Statement	Statements causing change	Statements causing change	Must be applied to periods starting	Expected	Impact
AASB 8 Operating Segments		AASB 8	1 Jan 2009	nil
		AASB 2007-3
AASB 123 Borrowing Costs		AASB 123, AASB	1 Jan 2009	N/A
		2007-6
AASB 101 Presentation of Financial		AASB 101	1 Jan 2009	nil
Statements		AASB 2007-8
AASB 1048 Interpretation and	Application	AASB 1048		nil
of Accounting Standards (September
2007)
Amendments to Australian	Accounting	AASB 2007-9	1 July 2008	nil
Standards arising from the	Review of
AASs 27, 29 and 31
AASB 2 Share-based payment		AASB 2008-1	1 Jan 2009	N/A
(amendments for Vesting Conditions and
Cancellations)
Amendments to Australian	Accounting	AASB 2008-2	1 Jan 2009	N/A
Standards – Puttable	Financial
Instruments and Obligations	arising on
Liquidation
[AASB 7, AASB 101,	AASB 132,
AASB 139 & Interpretation 2]

40

ACN: 125 323 622

Emergent Resources Limited

==> picture [452 x 608] intentionally omitted <==

41

Emergent Resources Limited

ACN: 125 323 622

Additional Information

1. Shareholder Information

1.1 Voting Rights

In accordance with the Company’s constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.

1.2 As at 11 September 2008, The Company has on issue the following Restricted Securities:

Class of Equity Security Ordinary Fully Paid Shares Ordinary Fully Paid Shares Ordinary Fully Paid Shares Unlisted Options	Number Date Ceasing to be Restricted Security 650,000 02/05/2009 7,500,000 25/07/2009 9,100,000 31/07/2010 17,250,000 3,300,000 04/08/2010 3,300,000

1.3 Distribution of Equity Securities

• (i) Ordinary Share Capital

42,150,001 fully paid ordinary shares are held by 439 individual shareholders.

(ii) Options

3,700,000 options exercisable no later than 31 Augusts 2012, are held by 6 individual options holders. Options do not carry a right to vote.

42

Emergent Resources Limited

ACN: 125 323 622

Additional Information

1.4 Substantial Shareholders

Details of Substantial Shareholders as at 11 September 2008 are as follows:

Shareholders Pandell Pty Ltd Oakover Gold Ltd D.P O’Meara Outback Trees of Australia Pty Ltd All of the above and Karin O’Malley have a relevant interest in the total shareholdings G.J McMaster and T.M McMaster G.J. McMaster All of the above have a relevant interest in the total shareholdings. M.T Hemming G.R Hemming All of the above have a relevant interest in the total shareholding Dilkara Nominees Pty Ltd Dilkara Nominees Pty Ltd All of the above have a relevant interest in the total shareholding Total	Percentage Fully Paid Ordinary Shares 18.35 7,000,000 500,000 125,000 110,000 7,735,000 7.99 2,500,000 __867,500 3,367,500 6.70 2,825,000 _1 2,825,001 6.41 2,500,000 __200,000 2,700,000	Percentage Fully Paid Ordinary Shares 18.35 7,000,000 500,000 125,000 110,000 7,735,000 7.99 2,500,000 __867,500 3,367,500 6.70 2,825,000 _1 2,825,001 6.41 2,500,000 __200,000 2,700,000	Percentage Fully Paid Ordinary Shares 18.35 7,000,000 500,000 125,000 110,000 7,735,000 7.99 2,500,000 __867,500 3,367,500 6.70 2,825,000 _1 2,825,001 6.41 2,500,000 __200,000 2,700,000
	39.45		16,627,501

43

ACN: 125 323 622

Emergent Resources Limited

Additional Information

1.5 Top Twenty Holders

(a) Ordinary Shares

The names of the twenty largest ordinary fully paid shareholders as at 11 September 2008 are as follows:

			No. of
	Name	%	Shares
1.	Pandell Pty Ltd	16.61	7,000,000
2.	Ms Maree Teresa Hemming
	ATF Rita Investment Trust	6.7	2,825,000
3.	Dilkara Nominees Pty Ltd
	ATF Millwood Smith Family Trust	5.93	2,500,000
4.	Mr George James McMaster & Ms Therese Merle
	McMaster ATF Dalpura Superannuation Fund	5.93	2,500,000
5.	Trimglint Pty Ltd	3.63	1,530,000
6.	Mr David Hannon	2.37	1,000,000
7.	Spinaway Gardens Pty Ltd ATF Judge
	Superannuation Fund	1.95	820,000
8.	Mr George James McMaster	1.66	700,000
9.	Mr Sean Mathieson	1.19	500,000
10.	Oakover Gold Limited	1.19	500,000
11.	Property Gallery (Australia) Pty Ltd	1.19	500,000
12.	Shandford House Pty Ltd	1.19	500,000
13.	Chifley Portfolios Pty Ltd ATF David Hannon
	Retirement	1.02	430,000
14.	Mr Henry Cooke	0.98	411,474
15.	Mr William James Halliday & Mrs Diane Margaret
	Halliday ATF The Benelong Super Fund	0.95	400,000
16.	Miaari Pty Ltd ATF Marek & Ilga Petrovs Super
	Fund	0.95	400,000
17.	Mrs Joanna Olene Brown	0.89	375,000
18.	Prof Darrell John Mahoney & Ms Janet Lorraine
	Mahoney	0.88	370.000
19.	Mrs Margaret Benninga	0.83	350,000
20.	Mr Denis William O’Meara	0.83	350,000

56.87 23,961,474

44

Emergent Resources Limited

ACN: 125 323 622

Additional Information

1.5 Top Twenty Holders (Continued)

(b) Options Expiring 31 August 2012

The names of the option holders as at 11 September 2008 who are substantial shareholders in the Company, are as follows:

Name	No. of Options
Maree Teresa Hemming
ATF Rita Investment Trust	2,000,000
Dilkara Nominees Pty Ltd
ATF Millwood Smith Family Trust	500,000
George James McMaster & Therese Merle McMaster
ATF Dalpura Superannuation Fund	500,000
	3,000,000

1.6 Distribution of Holders As at 11 September 2008

Fully Paid Options Expiring Ordinary Shares 30 June 2012

Number of Holders Distribution is:

1	-	1,000	1	-
1,001	-	5,000	5	-
5,001	-	10,000	122	-
10,001	-	100,000	250
100,001	-	and over	61	6
Holding less		than a marketable parcel	2	-

2. Statement ASX Rule 4.10.19

In accordance with ASX listing Rule 4.10.19, for the period from the date of admission to ASX to 11 September 2008, the entity used the cash and assets, in a form readily convertible to cash it had at the time of admission in a way consistent with its business objectives.

45

ACN: 125 323 622

Emergent Resources Limited

Additional Information

3. Schedule of Mineral Tenements

Schedule of Mineral Tenements
Project	Tenement Reference	Interest%
Mt Bartle Project	E53/893, E53/1302,
	E53/1332, P53/1417,
	P53/1418, P53/1419	100%
North Pool Project	E53/977, E53/1301	80%
Diamond Well Project	E51/1191, E51/1204,
	E51/1205	100%
Rainbow Bore, Clarrie Well	E51/1206, E51/1207,
and Fenceline Project	E51/1208	100%
Mt Narryer Project	E09/1394	80%
Marble Bar Project	E45/2684, E45/2223,
	P45/2575, P45/2576
	P45/2577	100%
Rudall River Project	E45/3096, E45/3097,
	E45,3092	100%
Beyondie Iron Project	E52/1806, E52/2215	Earning 60%

4. Offices and Officers

Company Secretary

Mr John Cooke, FCA, ACIS

Principal Registered Office

C/- Somes and Cooke Level 1, 1304 Hay Street West Perth WA 6005 Phone: (08) 9426 4500

Share Registry

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 Phone: 1300 557 010

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