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GREENVALE ENERGY LTD — AGM Information 2007
Sep 26, 2007
65015_rns_2007-09-26_75626538-7ea3-4408-97f9-2f167b9951a3.pdf
AGM Information
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DIRECTORS: Leslie L. White (Chairman) Gabriel M. Lorentz, LL.B. (Deputy Chairman) Elizabeth Stoliar, B.Bus., ASA
SECRETARY:
Gary A Douglas, F.C.A.
BANKERS: Westpac Banking Corporation SOLICITORS: Osborne & Associates
AUDITORS: KPMG
REGISTERED OFFICE:
C/- ADP Prosperity Advisers Pty Ltd Chartered Accountants, Level 2 580 George Street, Sydney NSW 2000 Phone: (02) 9261-2288 $(02)$ 9261-2376 $Fax:$
SHARE REGISTRARS:
Link Market Services Limited Level 12, 680 George Street, Sydney, $\overline{\text{NSW}}$ 2000 Phone: (02) 8280-7148 Fax: (02) 9287-0303
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Greenvale Mining N.L. will be held on 20 November 2007 at 11.00 a.m., Keltie Bay room, 1st Floor, The Stamford Plaza Hotel, 33 Cross Street, Double Bay N.S.W. 2028.
BUSINESS
ORDINARY RESOLUTIONS:
- To consider the Directors' Report and the financial statements of the Company for the year ended 30 June 2007, and the $\mathbf{1}$ Auditors' Report thereon.
- To elect a Director in place of Ms Elizabeth Stoliar who retires by rotation pursuant to the Company's Constitution and $\overline{2}$ who, being eligible, offers herself for re-election.
- To consider and, if thought fit, to pass the following ordinary resolution: $\overline{3}$ .
That the Remuneration Report detailed in the Directors' Report be adopted.
The Remuneration Report is set out on page 5 of the Directors' Report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.
To transact any other business which may be brought forward in accordance with the Company's Constitution. $\overline{4}$
Dated at Sydney this 26 September 2007.
By order of the Board GARY A. DOUGLAS, Secretary
PROXIES
Any member may appoint not more than 2 proxies to attend on his behalf. A proxy may, but need not, be a member of the Company. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy form is enclosed; duly signed proxies must be deposited at the registered office of the Company not later than 48 hours before the commencement of the meeting.
GREENVALE MINING N.L. 1. CORPORATE GOVERNANCE STATEMENT
Management and directors support the spirit and substance of good corporate governance and take a keen interest in corporate governance issues. Developments, both in Australia and overseas, are continually monitored to identify and implement those value adding aspects which will enhance the Company's competitive performance. The Board has considered the ASX Corporate Governance Council paper entitled "Principles of Good Corporate Governance and Best Practice Recommendations".
This Statement outlines the main corporate governance practices that were in place throughout the financial year, unless otherwise stated.
Board of Directors
Role of the board
The Board of Directors is responsible for the overall Corporate Governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals, approving and monitoring capital expenditure, ensuring the integrity of internal control and management information systems. It is also responsible for approving and monitoring financial and other reporting.
Board processes
The Board establishes committees depending upon the nature, size and complexity of the Company's affairs at the time. Throughout the financial year all matters, which may have been capable of delegation to a committee were dealt with by the full Board, except for remuneration which is assessed by the Remuneration Committee.
Directors are appointed for a 3 year term after which time they may seek re-election by shareholders. The terms and conditions relating to the appointment and retirement of non-executive directors are determined by the Board on an individual basis at the time of appointment of the director and are reviewed by the Chairman on an on-going basis.
The Board meets on a regular basis and also where appropriate, meets for strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise.
There has been no formal performance evaluation of the Board during the past financial year.
Composition of the Board
The names of the Directors of the Company, together with details of their relevant experience are set out in the Directors' Report.
The procedures for election and retirement of Directors are governed by the Company's Constitution and the Listing Rules of Australian Stock Exchange Limited.
The composition of the Board is determined using the following principles:
- The Board shall comprise of Directors with a range of expertise encompassing the current and proposed activities of the Company.
- Where a vacancy is considered to exist, the Board selects an appropriate candidate through consultation with external parties, consideration of the needs of the shareholder base and consideration of the needs of the Company. Such appointments are referred to shareholders at the next available opportunity for re-election in general meeting.
The role of Chairman and Chief Executive Officer is fulfilled by Mr Leslie White. The Directors believe this is appropriate having regard to the alignment of his interests with shareholders through his shareholding in the Company, the size of the Company and the nature of the Company's operations.
While two of the three Directors are non-executives, there is not a majority of independent Directors. Ms Elizabeth Stoliar is related to Mr Leslie White and accordingly may not be viewed as independent. Also, Ms Elizabeth Stoliar and Mr Gabriel Lorentz have been Directors of the Company since 1984 and 1972 respectively, a period of time, which could be perceived to materially interfere with their ability to act in the best interests of the Company. However, the Directors believe this is appropriate having regard to the alignment of directors interests with shareholders through their shareholding in the Company, the size of the Company and the nature of the Company's operations.
Conflict of interest
In accordance with the Corporations Act 2001 and the Company's constitution Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists the Director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered.
Independent professional advice and access to company information
Each Director has the right to seek independent professional advice on matters relating to his position as a Director of the Company at the Company's expense, subject to prior approval of the Chairperson, which shall not be unreasonably withheld.
The Directors work closely with management and have full access to all the Company's files and records.
Audit
Being a small Company with only three directors, there is no Audit Committee, however the Board deals with all audit related matters directly. External auditors have full access to the Board throughout the year. The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude errors and irregularities.
The Company's auditor, KPMG, was appointed in 1972. This is the fifth year-end audit undertaken by the engagement partner.
Remuneration Committee
The role of the Remuneration Committee is to make recommendations to the Board on all aspects of remuneration for the chairman and directors. The Committee is comprised of one director and the company secretary. The members of the Remuneration Committee are :
- Mr G. Lorentz (Chairman)
- Mr. G.A. Douglas
The Remuneration Committee meet annually. Further details of Directors' remuneration are set out in the Directors' Report and Note 23 to the financial statements.
The Committee seeks independent external advice and market comparisons as necessary.
Code of Practice
The Company has established a policy concerning trading in its securities by Directors, management, staff and significant consultants which restricts trading to defined time periods.
The Company has adopted a code of conduct which requires adherence to ethical business practice.
Business Risk Management
The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company's risk profile. Where necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.
Shareholder rights and disclosure
The Company, its Directors and staff are acutely aware of continuous disclosure requirements and operate in an environment where strong emphasis is placed on full and appropriate disclosure. The Company does not have formal written policies regarding disclosure, but uses strong informal systems underpinned by experienced individuals.
The Company does not have a communications strategy to promote effective communication with shareholders, as it believes this is excessive for small companies. The Company does communicate regularly with shareholders via timely announcements to the ASX.
GREENVALE MINING N.L. 3. DIRECTORS' REPORT
The directors present their report together with the financial report of Greenvale Mining N.L. ("the Company"), for the year ended 30 June 2007 and the auditors'report thereon.
Directors
The directors of the Company at any time during or since the financial year are:
Mr Leslie L. White
Chairman
Chairman of Esperance Minerals N.L., East Coast Minerals N.L., and a director of Texas Energy Corporation N.L. and Minga Pty Limited.
Mr White was instrumental in the securing of oil shale tenements where oil shale deposits at Lowmead, Nagoorin and Alpha were discovered for Greenvale Mining N.L. and Esperance Minerals N.L.
Mr White was instrumental in the Company drilling for oil and gas in Texas in the U.S. which resulted in three producing oil and gas wells. Mr White was the instigator in East Coast Minerals N.L. obtaining the Munni Munni mining tenements and was vitally involved in the development of the Elizabeth Hill silver mining project.
Mr White was instrumental in obtaining the tenements in Greenland for the group which included a rich niobium deposit and an exploration target for nickel, gold, lead and zinc. Through another company Mr. White was involved in the mining of tin in Malaysia.
Appointed 23 December 1969.
Mr Gabriel M. Lorentz, LL.B.
Deputy Chairman
Bachelor of Law, Sydney University
Deputy Chairman of Esperance Minerals N.L., East Coast Minerals N.L., and a director of Texas Energy Corporation N.L. and Minga Pty Limited.
Mr Lorentz was previously a director of Amad NL which discovered the Naberlek uranium deposit. Another company where Mr. Lorentz was previously a Director, Pexa Oil NL, was involved in the production of oil and gas in Queensland. He was also a Director of Wambo Mining NL, which operates a coal mine near Singleton, NSW. Mr Lorentz had a private mineral exploration company which discovered Porgera in Papua New Guinea, one of the world's largest gold mines operating today. This property was sold to a consortium consisting of Placer, MIM and Consolidated Goldfields.
Appointed 31 August 1972.
Other directorships include:
Kimberley Securities Limited - appointed 17 March 1980
Ms Elizabeth Stoliar, B.Bus., CPA
Member of CPA Australia
Bachelor of Business
Director of Greenvale Mining N.L., Esperance Minerals N.L., East Coast Minerals N.L., Texas Energy Corporation N.L. and Minga Pty Limited. Mrs Stoliar was employed by one of the major accounting firms in Australia for four years in the Business/Corporate Section.
Appointed 1 June 1984.
In accordance with the Company's Constitution, Ms Elizabeth Stoliar retires by rotation from the Board of Directors at the forthcoming Annual General Meeting of Shareholders and, being eligible, offers herself for re-election.
Directors' Meetings
The number of directors' and committee meetings and number of meetings attended by each of the directors of the Company during the financial year were : -
| Board of Directors | Remuneration Committee | |||
|---|---|---|---|---|
| Director | No. of Meetings Attended |
No. of Meetings Held |
No. of Meetings Attended |
No. of Meetings Held |
| Mr. Leslie L. White | 19 | 19 | - | - |
| Mr. Gabriel M. Lorentz | 19 | 19 | 1 | 1 |
| Ms Elizabeth Stoliar | 14 | 19 | - | - |
State of Affairs
During the year, no ordinary shares were issued (2006: 2,844,000). 5,063,633 options were issued. 1,422,955 (2006: 414,930) contributing shares paid to 5 cents were converted to fully paid shares.
In the opinion of the Directors, there were no other significant changes in the state of affairs of the Company that occurred during the financial year under review.
Principal Activities
The principal activities of the Company during the course of the financial year were : Investment of surplus funds. Mining and mineral exploration.
During the year there were no significant changes in the nature of the activities of the company.
Result
The operating result of the Company for the year after income tax was a loss of \$959,772 (2006: loss \$445,759).
Review of Operations
During the year the Company continued its mineral exploration activity and care and maintenance program on its oil shale and other leases and continued to invest its surplus funds.
GREENVALE MINING N.L. 4.
DIRECTORS' REPORT (Continued)
Dividends
No dividends have been paid or declared since the end of the previous financial year to the date of this report.
Environmental Regulations
The Company's mineral exploration activities are subject to environmental regulations under Commonwealth and State legislation. No activity has taken place on the leases which would give rise to an environmental issue. There have been no instances of non-compliance with the legislative requirements during the period covered by this report.
Events Subsequent to Reporting Date
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future financial years.
Likely Developments
Information as to likely developments in the operations of the Company and the expected results of those operations in subsequent financial years is largely dependent on further oil shale research and development. The company has entered into an agreement to operate a pilot plant to extract oil from oil shale. The oil produced by this plant is anticipated to be crude quality. The plant is scheduled to arrive in Australia towards the end of March 2008. The company will also continue to research and develop the technology contained in the licence agreement with Mobotec. USA Inc and other prospective developments in the oil shale industry in Australia.
The company is continuing to review the deposits potential as a source of cannel coals for either the domestic or export markets, leaving significant oil shale reserves for future development.
New extraction technologies are being reviewed as they come to hand. The Company, together with its joint venture partners, will continue to work on feasibility and pre-development studies on the oil shale deposits.
Directors'Interests and Benefits
The relevant interest of each director in the ordinary share capital of the Company as notified by the directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:
| Fully Paid Shares | Contributing Shares | Options | |
|---|---|---|---|
| Leslie L. White | 245,155 | 1,745,612 | 23,170 |
| Gabriel M. Lorentz | - | 248,800 | 14,400 |
| Elizabeth Stoliar | - | 64,200 | - |
| ------------ | ------------ | --------- | |
| 245,155 | 2,058,612 | 37,570 | |
| ======= | ======== | ====== |
Options
During the year, the company issued 5,063,633 options expiring on 31 December 2011 for an issue price of 40 cents per option for every 2 shares held by existing shareholders. The options available for issue cannot be exercised until 19 January 2010. On exercise, 30 cents per option must be paid to the company. The options lapse date is 31 December 2011. The options convey no right to receive notice of, or vote at, a meeting of members of Greenvale Mining N.L. nor any right to receive a dividend.
Non-Audit Services
During the year there were no non-audit services provided by KPMG, the Company's auditors.
Auditor's Independence Declaration
A copy of the lead auditor's independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 6 and forms part of the directors'report for financial year ended 30 June 2007.
Remuneration Report
This report outlines the remuneration arrangements in place for the directors of Greenvale Mining NL.
Philosophy
The Company's policy is to set remuneration levels that are competitive to attract and retain appropriately qualified and experienced directors. Remuneration packages are based on fixed remuneration.
| GREENVALE MINING N.L. | |
|---|---|
| DIRECTORS' REPORT (Continued) |
Remuneration Report
Total Directors' fees for all Directors, last voted upon shareholders at the 2006 AGM, is not to exceed in aggregate \$80,000 per annum, to be divided amongst the directors as they may agree.
5.
Termination benefits are determined on a case by case basis and are not contractually defined.
The following table provides the details of all directors and executives of the Company and the nature and amount of the elements of their remuneration for the year ended 30 June 2007.
| Director | Post-employment | |||
|---|---|---|---|---|
| Fee | Allowances | Benefits | Total | |
| Director | S | 5 | \$ | \$ |
| Mr L L White | 25,835 | 19,688 | 45,523 | |
| Mr G M Lorentz | 18,910 | 1,650 | 8.909 | 29,469 |
| Ms E Stoliar | 18,910 | 1,650 | 8,909 | 29,469 |
| Executive | ||||
| Mr G A Douglas | $\bullet$ | $\overline{\phantom{a}}$ | ||
| Total | 63,655 | 22,988 | 17.818 | 104,461 |
| ==== | ____ |
Mr Douglas does not receive remuneration for his role as company secretary. Mr Douglas is a member of an accounting firm that provides services to the company, on commercial terms and conditions. The Company does not have any other executives.
Indemnification and insurance
The Company has no insurance to indemnify any director, officer or auditor against liabilities that may arise from their position as director, officer or auditor of the Company except that during the financial year the Company indemnified the management company, L & E White Investments Pty. Limited (of which Mr L L White is a director) and its Nominees against all costs, claims, demands and damages arising from the fulfilment by the management company of its obligations under the management agreement, except where the liability arises out of conduct involving a lack of good faith. The Company and Directors paid premiums based on normal commercial terms and conditions to insure all Directors, officers and employees of the Company against the costs and expenses in defending claims brought against the individual while performing services for the Company. The premium paid has not been disclosed as it is subject to the confidentiality provisions of the insurance policy.
Company Secretary Details
Gary A. Douglas F.C.A
Mr Douglas is a fellow of the Institute of Chartered Accountants in Australia and a member of ADP Prosperity Advisers Pty Ltd.
Dated at Sydney this 26 September 2007
Signed in accordance with a resolution of the directors.
$-68$
Leslie L. White Director
GREENVALE MINING N.L.
Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
To the Directors of Greenvale Mining NL
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2007 there have been:
- no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in $\left( i \right)$ relation to the audit; and
- no contraventions of any applicable code of professional conduct in relation to the audit. $(ii)$
$|\mathbb{Q}_{\mathcal{W}}|$
KPMG /hC
Mark Epper Partner
Sydney, 26 September 2007
GREENVALE MINING N.L. 7. INCOME STATEMENT
For the year ended 30 June 2007
| The Company | |||||
|---|---|---|---|---|---|
| Note | 2007 \$ |
2006 \$ |
|||
| Other income | 2 | 40,800 | - | ||
| Other expenses | 3 | (949,174) | (358,477) | ||
| Results from operating activities | (908,374) | (358,477) | |||
| Financial income | 63,396 | 17,534 | |||
| Financial expenses | (112,980) | (107,405) | |||
| Net financial expenses | 4 | (49,584) | (89,871) | ||
| Share of profit/(loss) of associates accounted for | |||||
| using the equity method | 18 | (1,814) | 2,589 | ||
| Loss before income tax expense | (959,772) | (445,759) | |||
| Income tax expense | 6 | - | - | ||
| Net loss | (959,772) | (445,759) | |||
| Loss attributable to members | (959,772) | (445,759) | |||
| cents | cents | ||||
| Basic loss per share | 8 | (4.40) | (2.24) | ||
| Diluted loss per share | 8 | (4.08) | (2.24) |
The income statement is to be read in conjunction with the accompanying notes to the financial statements, set out on pages 11 to 25.
GREENVALE MINING N.L. 8. STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the year ended 30 June 2007
| The Company | ||
|---|---|---|
| 2007 \$ |
2006 \$ |
|
| Changes in fair value of equity accounted associates (net of deferred tax) | (1,018,227) | 1,414,790 |
| Changes in fair value of financial assets available for sale (net of deferred tax) | (740,433) | 964,684 |
| (1,758,660) | 2,379,474 | |
| Loss for the year | (959,772) | (445,759) |
| Total recognised income and expense for the year | (2,718,432) | 1,933,715 |
The statement of recognised income and expense is to be read in conjunction with the notes to the financial statements, set out on pages 11 to 25.
GREENVALE MINING N.L. 9. BALANCE SHEET
As at 30 June 2007
| Note | 2007 | 2006 | |
|---|---|---|---|
| CURRENT ASSETS | \$ | \$ | |
| Cash and cash equivalents | 21(a) | 2,035,714 | 1,009,353 |
| Receivables | 10 | 29,389 | 7,393 |
| TOTAL CURRENT ASSETS | 2,065,103 | 1,016,746 | |
| NON-CURRENT ASSETS | |||
| Investments accounted for using equity method | 11 | 1,011,597 | 2,466,208 |
| Investments | 12 | 1,173,908 | 1,894,574 |
| Property, plant and equipment | 13 | 7,163 | 1,306 |
| Intangible Assets - Exploration and evaluation expenditure | 14 | 2,026,800 | 2,005,201 |
| TOTAL NON-CURRENT ASSETS | 4,219,468 | 6,367,289 | |
| TOTAL ASSETS | 6,284,571 | 7,384,035 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 15 | 296,616 | 78,603 |
| TOTAL CURRENT LIABILITIES | 296,616 | 78,603 | |
| NON-CURRENT LIABILITIES | |||
| Interest-bearing loans | 16 | 1,374,790 | 1,396,968 |
| Deferred tax liability | 7(a) | 304,631 | 1,059,120 |
| TOTAL NON-CURRENT LIABILITIES | 1,679,421 | 2,456,088 | |
| TOTAL LIABILITIES | 1,976,037 | 2,534,691 | |
| NET ASSETS | 4,308,534 | 4,849,344 | |
| EQUITY | |||
| Issued capital | 6,445,383 | 4,267,761 | |
| Reserves | 712,621 | 2,471,281 | |
| Accumulated losses | (2,849,470) | (1,889,698) | |
| TOTAL EQUITY | 9 | 4,308,534 | 4,849,344 |
The balance sheet is to be read in conjunction with the notes to the financial statements, set out on pages 11 to 25.
GREENVALE MINING N.L. 10. STATEMENTS OF CASH FLOWS
For the year ended 30 June 2007
The Company
| Note | 2007 \$ |
2006 \$ |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Cash payments in the course of operations | (630,512) | (349,057) | |
| Interest received Borrowing costs |
63,396 (112,980) |
17,534 (107,405) |
|
| Net cash used in operating activities | 21(b) | (680,096) | (438,928) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Loans to employees | (2,600) | - | |
| Refund/(payments) for exploration expenditure | (21,599) | 1,373 | |
| Proceeds from sale on non current assets | - | ||
| Purchase of silver nugget | (280,900) | - | |
| Purchase of shares Purchase plant and equipment |
(79,685) (7,654) |
- - |
|
| Net movement in advances to associated companies | (57,449) | (34,503) | |
| Net cash used in investing activities | (448,987) | (33,130) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Net movement in loans from related companies | (22,178) | 26,480 | |
| Proceeds from issue of fully paid shares | - | 1,134,756 | |
| Proceeds from options issued | 1,964,179 | - | |
| Proceeds from conversion of partly paid shares | 213,443 | 62,240 | |
| Net cash provided by financing activities | 2,155,444 | 1,223,476 | |
| Net increase/(decrease) in cash held | 1,026,361 | 751,418 | |
| Cash at the beginning of the financial year | 1,009,353 | 257,935 | |
| Cash at the end of the financial year | 21(a) | 2,035,714 | 1,009,353 |
The statement of cash flows are to be read in conjunction with the notes to and forming part of the financial statements set out on pages 11 to 25.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Greenvale Mining N.L. ("the Company") is a company domiciled in Australia. The financial report of the Company is for the year ended 30 June 2007.
(a) Basis of preparation
Statement of Compliance with IFRS
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards ('AASBs') (including Australian Interpretations) adopted by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001. The financial report of the Company also complies with the International Financial Reporting Standards ("IRFSs") and the interpretations adopted by the International Accounting Standards Board.
The financial statements were approved by the Board of Directors on 26 September 2007.
Early adoption of standards
The Company has elected to apply the following pronouncements to the annual reporting period beginning 1 July 2006:
- AASB 2007-4 'Amendments to Australian Accounting Standards arising from ED 151 and Other
- Amendments (issued April 2007)'
- AASB 101 'Presentation of Financial Statements (issued October 2006)'
This includes applying the pronouncements to the comparatives in accordance with AASB 108. No adjustments to any of the financial statements were required for the above pronouncements, but certain disclosures are no longer required and have therefore been omitted. Certain comparative amounts have been reclassified to conform to the current year's presentation.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis except available-for-sale financial assets are measured at fair value.
(c) Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
(d) Exploration and evaluation expenditure
Pre-licence costs are recognised in the income statement as incurred.
Exploration and evaluation costs are capitalised as exploration and evaluation assets on a project by project basis pending determination of the technical feasibility and commercial viability of the project. The capitalised costs are presented as either tangible or intangible exploration and evaluation assets according to the nature of the assets acquired. When a licence is relinquished or a project abandoned, the related costs are recognised in the Income Statement immediately.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, Exploration and evaluation assets are allocated to cash-generating units consistent with the determination of reportable segments.
Upon determination of proven reserves, intangible exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a separate category within tangible assets.
Amortisation is not charged on exploration and evaluation assets until they are available for use.
Expenditure deemed to be unsuccessful is recognised in the Income Statement immediately.
(e) Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity securities, receivables, cash and cash equivalents and payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company's contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for a trade date, i.e., the date the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Financial instruments (continued) Non-derivative financial instruments
Cash and cash equivalents comprise cash balances and call deposits.
Ordinary shares
Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit.
(f) Investments - equity securities
Financial instruments held by the Company as available for sale are stated at fair value, with a resultant gain or loss recognised directly in equity, except for impairment losses. Where these investments are derecognised, the cumulative gain/loss previously recognised directly in equity is recognised in profit or loss. The fair value of available for sale financial instruments is their quoted bid price at the balance sheet date. Financial instruments are recognised/derecognised on the date it commits to purchase/sell the investments.
(g) Investments - associates
Associates are those entities where the Company has significant influence, but not control, over the financial and operating policies. The Company's share of the total recognised gains and losses of associates is on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the share of losses exceeds its interest in an associate, the carrying amount of the investment is reduced to nil and recognition of further losses is discontinued except to the extent where there is legal or constructive obligations or payments made on behalf of an associate.
(h) Plant and equipment
Items of plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is charged to the income statement on a straight-line basis over the expected useful lives of each part of an item of property, plant and equipment. Assets are first depreciated in the year of acquisition. Depreciation rate used for plant and equipment is 13.75% (2006: 13.75%).
(i) Receivables
Receivables are stated at amortised cost using the effective interest rate method less impairment losses accounting policy.
(j) Payables
Payables are stated at amortised cost using the effective interest rate method
(k) Net financing costs
Financial Income comprises interest income and dividend income. Interest income is recognised in the income statement as it accrues, using the effective interest rate method. Dividend income is recognised on the date that the company's right to receive payment is established.
(l) Impairment
The carrying amount of non-financial assets other than exploration and evaluation assets are reviewed each reporting date whether there is any indication of impairment. If any such indications exist, the assets recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement.
Calculation of recoverable amount
The recoverable amount of receivables is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate.
The recoverable amount of other 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 discounted rate that reflects current market assessment of the time value and the risks specific to the asset.
Where a decline in the fair value of an available-for sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.
(m) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m) Income tax (continued)
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination an that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.
(n) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.
(o) Earnings per share
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of any dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.
(p) New accounting standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report:
AASB 7 'Financial Instruments: Disclosures'(August 2005) replaces the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007, and will require additional disclosures with respect to the company's financial instruments and share capital.
AASB 2005-10 'Amendments to Australian Accounting Standards'(September 2005) makes consequential amendments to AASB 132 'Financial Instruments: Disclosure and Presentation'. AASB 101 'Presentation of Financial Statements'. AASB 114 'Segment Reporting', AASB 117 'Leases', AASB 133 'Earnings Per Share', AASB 139 'Financial Instruments: Recognition and Measurement', AASB 1 'First time Adoption of Australian Equivalents to International Financial Reporting Standards', AASB 4 'Insurance Contracts', AASB 1023 'General Insurance Contracts'and AASB 1038 'Life Insurance Contracts'arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the financial report.
AASB 8 'Operating Segments'replaces the presentation requirements of segment reporting in AASB 114 'Segment Reporting'. AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009 and is not expected to have an impact on the financial results of the Company as the standard is only concerned with disclosures.
AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 'Non-current Assets Held for Sale and Discontinued Operations', AASB 6 'Exploration for and Evaluation of Mineral Resources', AASB 102 'Inventories', AASB 107 'Cash Flow Statements', AASB 119 'Employee Benefits', AASB 127 'Consolidated and Separate Financial Statements', AASB 134 'Interim Financial Reporting', AASB 136 'Impairment Assets', AASB 1023 'General Insurance Contracts'and AASB 1038 'Life Insurance Contracts'. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments. This standard is only expected to impact disclosures contained within the financial report.
GREENVALE MINING N.L. 14.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(p) New accounting standards and interpretations not yet adopted (continued)
Interpretation 10 'Interim Financial Reporting and Impairment'prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. Interpretation 10 will become mandatory for the company's 2008 financial statements, and will apply to goodwill, investments in equity instruments, and financial assets carried at cost prospectively from the date that the company first applied the measurement criteria of AASB 136 and AASB 139 respectively (i.e., 1 July 2004 and 1 July 2005, respectively). The adoption of Interpretation 10 is not expected to have any impact on the company's financial report.
AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation II amends AASB 2 'Share-based Payments'to insert the transitional provisions of AASB 2, previously contained in AASB 1 'First-time Adoption of Australian Equivalents to international Financial Reporting Standards'. AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the company's financial report.
AASB 2007-2 Amendments to Australian Accounting Standards arising from AASB Interpretation 12 makes amendments to AASB 1 'First-time Adoption of Australian Equivalents to International Financial Reporting Standards'AASB 117 'Leases', AASB 118 'Revenue', AASB 120 'Accounting for Government Grants and Disclosures of Government Assistance', AASB 121 'The Effects of Changes in Foreign Exchange Rates', AASB 127 'Consolidated and Separate Financial Statement', AASB 131 'Interest in Joint Ventures', and AASB 139 'Financial Instruments: Recognition and Measurement'. AASB 2007-2 is applicable for annual reporting periods beginning on or after 1 January 2008 and is not expected to have any impact on the company's financial report.
AASB 2007-2 Amendments to Australian Accounting Standards also amends references to 'UIG Interpretation' to interpretations. This amending standard is applicable to annual reporting periods ending on or after 28 February 2007 and is not expected to have any material impact on the company's financial report.
| 2007 \$ |
2006 \$ |
||
|---|---|---|---|
| 2. | OTHER INCOME | ||
| Shares in related party received upon liquidation of | |||
| related entity | 40,800 | - | |
| ======== | ======== | ||
| 3. | OTHER EXPENSES | ||
| Wages and salaries | 70,757 | 76,469 | |
| Other associated personnel expenses | 24,163 | 3,753 | |
| Impairment of advances to associates | 57,449 | 34,503 | |
| Impairment of investment | 19,999 | - | |
| Management fees | 72,831 | 65,436 | |
| Administrative expenses | 518,975 | 178,316 | |
| Research and development expense | 185,000 | - | |
| ------------- 949,174 |
------------- 358,477 |
||
| ======== | ======== | ||
| 4. | NET FINANCIAL EXPENSES | ||
| Interest income | 63,396 | 17,534 | |
| Interest expense - associated company | (112,980) | (107,405) | |
| ------------- (49,584) |
------------- (89,871) |
||
| ======== | ======== | ||
| 5. | AUDITOR'S REMUNERATION | ||
| Auditing and reviewing financial reports | 42,075 | 21,565 | |
| ======== | ======== | ||
| 6. | INCOME TAX BENEFIT | ||
| Numerical reconciliation between income tax expense | |||
| and pre-tax loss Loss before tax |
(959,772) | (445,759) | |
| ======== | ======== | ||
| Income tax benefit - at 30% | (287,932) | (133,728) | |
| Increase in income tax benefit due to: | |||
| Share of associates net loss/(profit) after tax | 545 | (777) | |
| Non deductible expense | 24,094 | 36,560 | |
| Tax losses not brought to account | 273,450 | 97,533 | |
| Decrease in income tax benefit due to: | |||
| Other allowable items | (3,677) | - | |
| Exploration expenditure deductions | (6,480) | 412 | |
| ------------- | ------------- | ||
| Income tax benefit | - | - | |
| ======== | ======== |
GREENVALE MINING N.L. 15. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| The Company | ||||
|---|---|---|---|---|
| 7. | DEFERRED TAX ASSETS AND LIABILITIES | 2007 \$ |
2006 \$ |
|
| (a) | Deferred Income Tax Liability | |||
| Provision for deferred income tax calculated at 30% comprises: |
||||
| Exploration expenditure capitalised in the financial statements which is deductible for tax purposes as incurred |
160,116 | 147,636 | ||
| Deferred tax asset arising from tax losses brought to account as a reduction in provision for deferred income tax Deferred tax liabilities are attributable to Equity |
(160,116) | (147,636) | ||
| securities available-for-sale recognised directly in equity | 304,631 | 1,059,120 | ||
| ------------- 304,631 ======== |
------------- 1,059,120 ======== |
|||
| (b) | Deferred Tax Assets - not recognised | |||
| Deferred tax assets arising from tax losses and capital losses calculated at 30% |
||||
| Tax losses Capital losses |
1,231,450 348,013 |
986,438 348,013 |
||
| ------------- 1,579,463 |
------------- 1,334,451 |
|||
| ======== | ======== |
The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the consolidated entity can utilise the benefits from.
8. LOSS PER SHARE
Basic earnings per share
The calculation of basic and diluted loss per share at 30 June 2007 was based on the loss attributable to ordinary shareholders of \$959,772 (2006: Loss \$445,759). The weighted average number of ordinary shares outstanding during the financial year ended 30 June 2007 is calculated as follows:
| 2007 | 2006 Cents |
||
|---|---|---|---|
| Cents | |||
| Basic (loss) per share | (4.40) | (2.24) | |
| Dilued (loss) per share | (4.08) | (2.24) | |
| Number of Shares | |||
| Weighted average number of ordinary shares | |||
| Fully paid ordinary shares | 14,637,645 | 11,263,080 | |
| Ordinary shares paid to 5 cents | 7,174,355 | 8,597,310 | |
| Total number used in the calculation of basic loss per share | ------------- 21,812,000 |
------------- 19,860,390 |
|
| Weighted average number of shares (basic) at 30 June | 21,812,000 | 19,860,000 | |
| Weighted average number of options | 1,695,502 | - | |
| ======== | ======== | ||
| Weighted average number of shares (diluted) | 23,504,502 | 19,860,390 | |
| ======== | ======== |
9. RECONCILIATION OF MOVEMENT IN CAPITAL AND RESERVES
| 2007 | Issued Capital \$ |
Fair Value Reserve \$ |
Accumulated Losses \$ |
Total Equity \$ |
|---|---|---|---|---|
| Balance 1 July 2006 Changes in fair value of equity accounted |
4,267,761 | 2,471,281 | (1,889,698) | 4,849,344 |
| associates (net of deferred tax) | - | (1,018,227) | - | (1,018,227) |
| Change in fair value of financial assets | ||||
| available for sale (net of deferred tax) | - | (740,433) | - | (740,433) |
| Net (loss) for the year | - | - | (959,772) | (949,772) |
| Options issue | 1,964,179 | - | - | 1,964,179 |
| Share conversions and issues | 213,443 ------------- |
- ------------- |
- ------------- |
213,443 ------------- |
| Balance 30 June 2007 | 6,445,383 ======== |
712,621 ======== |
(2,849,470) ======== |
4,308,534 ======== |
| 2006 | ||||
| Balance 1 July 2005 | 3,070,765 | - | (1,443,939) | 1,626,826 |
| Adoption of AASB139 Changes in fair value of equity accounted |
- | 91,807 | - | 91,807 |
| associates (net of deferred tax) Change in fair value of financial assets |
- | 1,414,790 | - | 1,414,790 |
| available for sale (net of deferred tax) | - | 964,684 | - | 964,684 |
| Net (loss) for the year | - | - | (445,759) | (445,759) |
| Share conversions and issues | 1,196,996 ------------- |
- ------------- |
- ------------- |
1,196,996 ------------- |
| Balance 30 June 2006 | 4,267,761 ======== |
2,471,281 ======== |
(1,889,698) ======== |
4,849,344 ======== |
| The Company |
| 2007 \$ |
2006 \$ |
||
|---|---|---|---|
| 10. | RECEIVABLES | ||
| Current | |||
| Sundry debtors and prepayments | 29,389 | 7,393 | |
| ======= | ======== | ||
| Non-current | |||
| Advances to associates | 669,856 | 612,407 | |
| Less: provision for non-recoverability | (669,856) | (612,407) | |
| ------------ | ------------ | ||
| - | - | ||
| ======== | ======== |
The Company has subordinated its advance of \$669,856 (2006: \$612,407) to Texas Energy Corporation N.L. and Alpha Resources Pty Ltd in favour of all other creditors.
11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Non-current
| Unlisted Associated Companies | ||
|---|---|---|
| Equity Accounted | 1,011,597 | 2,466,208 |
| At cost | 88,771 | 68,872 |
| Less provision for diminution | (88,771) | (68,872) |
| ------------- | ------------- | |
| 1,011,597 | 2,466,208 |
======== ========
Refer Note 18 for particulars in relation to associated companies.
GREENVALE MINING N.L. 17. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| The Company | ||||
|---|---|---|---|---|
| 2007 \$ |
2006 \$ |
|||
| 12. | INVESTMENTS | |||
| Silver nugget | 280,000 | - | ||
| Shares in related companies | ||||
| Listed equity securities available for sale | (i) | 377,768 | 774,200 | |
| Listed equity securities available for sale | (ii) | 516,140 | 1,120,374 | |
| Total investments | ------------ 1,173,908 |
----------- 1,894,574 |
||
| ======== | ======= |
(i) Investment in related company, Esperance Minerals NL, by virtue of common directors, is 4.29%.
(ii) Investment in related company, East Coast Minerals NL, by virtue of common directors, is 13.96%.
The principal activities of East Coast Minerals N.L and Esperance Minerals N L are the investment of funds in shares and mineral exploration.
GREENVALE MINING N.L. 18. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| The Company | |||
|---|---|---|---|
| 2007 \$ |
2006 \$ |
||
| 13. | PLANT & EQUIPMENT | ||
| Plant and equipment - at cost Less: accumulated depreciation |
21,747 (14,584) |
14,093 (12,787) |
|
| Total plant and equipment - net book value | -------------- 7,163 ======== |
-------------- 1,306 ======== |
|
| Reconciliation | |||
| Carrying amount at beginning of year Additions |
1,306 7,654 |
1,627 - |
|
| Depreciation | (1,797) -------------- |
(321) -------------- |
|
| Carrying amount at end of year | 7,163 ======== |
1,306 ======== |
|
| 14. | INTANGIBLE - EXPLORATION & EVALUATION ASSETS | ||
| Exploration and evaluation phase expenditure | |||
| costs carried forward | 2,026,800 ======== |
2,005,201 ======== |
|
| Reconciliation | |||
| Carrying amount at beginning of year Additions |
2,005,201 21,599 |
1,986,574 18,627 |
|
| Carrying amount at end of year | -------------- 2,026,800 |
-------------- 2,005,201 |
The exploration expenditure carried forward at 30 June 2007 represents a 25% (2006: 25%) interest in Lowmead (MDL 188) and 75% of Nagoorin (EPM 7721 and MDL 234) mining leases. These leases are located in the south eastern region of Queensland. The Company has identified oil shale reserves in these areas of interest. The recoupment of exploration costs carried forward depends on the successful development and commercial exportation of oil shale recoveries which have been discovered in these leases which depend on further development of technology to enable extraction of oil from oil shale on a commercially viable basis, having regard to the future price of oil.
======== ========
15. PAYABLES
| Current | |||
|---|---|---|---|
| Other creditors and accruals | 296,616 | 78,603 | |
| ======== | ======== | ||
| 16. | INTEREST BEARING LIABILITIES | ||
| Non-current borrowings | |||
| Loans from associates | 1,374,790 | 1,396,968 | |
| ======== | ======== | ||
Loans from related companies are unsecured with no fixed term of repayment.
GREENVALE MINING N.L. 19. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| The Company | |||
|---|---|---|---|
| 17. | ISSUED CAPITAL | 2007 \$ |
2006 \$ |
| 14,637,645 (2006: 13,214,690) ordinary shares | |||
| fully paid to 20 cents | 4,050,743 | 3,730,512 | |
| 7,174,355 (2006: 8,597,310 ) ordinary shares paid to 5 cents |
430,461 | 537,249 | |
| 5,063,633 options issued at 40 cents per option less placement expenses (2006: nil) |
1,964,179 ------------- |
- ------------- |
|
| 6,445,383 | 4,267,761 | ||
| ======== | ======== | ||
| 2007 \$ |
2006 \$ |
||
| Movement in fully paid issued capital | |||
| Opening balance Contributing shares - 15 cents 1,422,955 shares (2006: 414,930 |
3,730,512 | 2,507,500 | |
| shares) converted to fully paid | 320,231 | 88,256 | |
| Ordinary shares issued | - | 1,194,480 | |
| Less: placement expenses | - | (59,724) | |
| --------------- 4,050,743 |
------------- 3,730,512 |
||
| ========= | ======== |
During the year 1,422,955 (2006: 414,930 shares) contributing shares paid to 5 cents were converted to fully paid shares. Consideration for this transaction was cash.
Partly paid shares are 15 cents uncalled and rank equally with fully paid shares for dividend and voting purposes.
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. In the event of winding up of the company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation.
| 2007 \$ |
2006 \$ |
|
|---|---|---|
| Movement in options issued at 40 cents | ||
| Opening balance | - | - |
| 5,063,633 options issued | 1,964,179 | - |
| --------------- 1,964,179 |
------------- - |
|
| ========= | ======== |
During the year 5,063,633 options were issued at 40 cents per option for every 2 ordinary shares held.
The Options are to acquire fully paid shares and are excercisable at any time after 19 January 2010 upon payment of 30 cents per Option and lapse after 5p.m. on 31 December 2011. The options convey no right to receive notice of, or to vote at, a meeting of members of Greenvale Mining N.L. nor any right to receive a dividend.
GREENVALE MINING N.L. 20. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
18. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
The Company has the following investments in associates which are related entities by virtue of common directors:
| Name | Country | Principal Activities | Balance Date | 2007 | Direct Ownership Interest 2006 |
|
|---|---|---|---|---|---|---|
| Austral Pacific Energy & Resources Corporation - Liquidated |
USA | Oil & gas exploration | 30 June 2007 | - | 25% | |
| Minga Pty Limited | (i) | Australia | Finance Company | 30 June 2007 | 45% | 45% |
| Alpha Resources Pty Limited | Australia | Mineral Exploration | 30 June 2007 | 50% | 50% | |
| Texas Energy Corporation NL | Australia | Mining | 30 June 2007 | 50% | 50% |
| Revenue (100%) |
Profit/ (loss) (100%) |
Share of associates net profit/(loss) recognised |
Total Assets (100%) |
Total Liabilities (100%) |
Net assets as reported by associate (100%) |
Share of associates net assets equity accounted |
|
|---|---|---|---|---|---|---|---|
| 2007 | - | (6,048) | (1,814) | 3,920,080 | 1,609,030 | 2,311,050 | 1,011,597 |
| 2006 | - | 5,319 | 2,589 | 7,177,921 | 1,562,960 | 5,614,961 | 2,466,208 |
(i) Minga Pty Limited holds an investment in Greenvale Mining N.L. at 30 June 2007 amounting to 0.55% (2006: 0.44%).
19. FINANCIAL INSTRUMENTS
Exposure to credit interest rate arises in the normal course of the Company's business. No derivative financial instruments are used to hedge exposure to fluctuations in interest rates.
Credit Risk
There is negligible credit risk on financial assets, excluding investments, of the Company since there is no exposure to individual customers or countries and the Company's exposure is limited to the amount of cash, short term deposits and receivables which have been recognised in the balance sheet.
Effective interest rates and repricing analysis
In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they reprice.
| 2007 | Note | Effective Interest rate % |
6 months or Less \$ |
2-5 years \$ |
Total \$ |
|
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| Cash and cash equivalents | 21 | 6.0 | 2,035,714 | - | 2,035,714 | |
| Financial Liabilities | ||||||
| Borrowings | 16 | (i) | 8.5 | - -------------- |
(1,374,790) -------------- |
(1,374,790) -------------- |
| 2,035,714 -------------- |
(1,374,790) -------------- |
660,924 -------------- |
||||
| 2006 | Note | Effective Interest rate % |
6 months or Less \$ |
2-5 years \$ |
Total \$ |
|
| Financial assets | ||||||
| Cash | 21 | 5.75 | 1,009,353 | - | 1,009,353 | |
| Financial Liabilities | ||||||
| Borrowings | 16 | (i) | 8.0 | - | (1,396,968) | (1,396,968) |
| -------------- 1,009,353 |
-------------- (1,396,968) |
-------------- (387,615) |
||||
| -------------- | -------------- | -------------- |
(i) These liabilities bear interest at a fixed rate.
Estimation of Fair values
The carrying values of financial assets and liabilities approximate their fair value.
GREENVALE MINING N.L. 22. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
20. SEGMENT INFORMATION
| FINANCE/INVESTMENT | MINING AND MINERAL EXPLORATION |
COMPANY TOTAL |
|||||
|---|---|---|---|---|---|---|---|
| 2007 \$ |
2006 \$ |
2007 \$ |
2006 \$ |
2007 \$ |
2006 \$ |
||
| Business Segments Revenue |
|||||||
| External segment revenue | - ------------ |
- ------------ |
- ------------ |
- ------------ |
- ------------ |
- ------------ |
|
| Result Net financing costs |
(49,584) | (89,871) | - | - | (49,584) | (89,871) | |
| Segment result from operating activities Share of (loss)/profit |
(723,374) | (358,477) | (185,000) | - | (908,374) | (358,477) | |
| of equity accounted investments |
(1,814) | 2,589 | - | - | (1,814) | 2,589 | |
| Loss from operating activities |
(774,772) | (445,729) | (185,000) | - | (959,772) | (445,759) | |
| Income Tax Expense | ------------ | ------------ | ------------ | ------------ | ------------ - |
------------ - |
|
| Loss from ordinary activities after income tax |
------------ (959,772) ======= |
------------ (445,759) ======== |
|||||
| Non-cash items : Depreciation and amortisation |
1,797 | 321 | - | - | 1,797 | 321 | |
| Impairment of Investment Impairment of advances to associates |
19,999 57,449 |
- 34,503 |
- | - | 19,999 57,449 |
- 34,503 |
|
| Assets | |||||||
| Segment Assets Investment in associates |
3,246,174 1,011,597 |
2,912,645 2,466,189 |
2,026,800 - |
2,005,201 - |
5,272,974 1,011,597 |
4,917,846 2,466,189 |
|
| Total assets | ------------ | ------------ | ------------ | ------------ | ------------ 6,284,571 |
------------ 7,384,035 |
|
| Liabilities Segment Liabilities |
1,976,037 | 2,534,691 | - | - | ======= 1,976,037 |
======= 2,534,691 |
|
| ======== | ======= | ======== | ======= | ======= | ======== |
Geographical Segments
The entity operates in one geographical segment, Australia.
21. NOTES TO THE STATEMENTS OF CASH FLOWS
| The Company | |||
|---|---|---|---|
| 2007 | 2006 | ||
| \$ | \$ | ||
| (a) | RECONCILIATION OF CASH | ||
| Cash | 185,544 | 907,937 | |
| Term deposits | 1,850,170 | 101,416 | |
| Cash and cash equivalents | ------------ 2,035,714 ------------ |
------------ 1,009,353 ------------ |
|
| (b) | RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES : |
||
| Profit/ (loss) after income tax | (959,772) | (445,759) | |
| Adjustments for : | |||
| Depreciation and amortisation | 1,797 | 321 | |
| Amounts set aside for impairment | 77,448 | 34,503 | |
| Share of associates' (profit)/loss after tax | 1,814 | (2,589) | |
| Loss/ (Profit) from sale of non-current assets | - | ||
| Exploration expenditure incurred not yet paid | - | (20,000) | |
| Cash flows from operating activities before | ------------ | ------------ | |
| change in working capital and provisions | (878,713) | (433,524) | |
| Change in assets and liabilities during the financial year : | |||
| (Increase)/decrease in sundry debtors and prepayments | (19,396) | (2,429) | |
| Increase/(decrease) in other creditors and accruals | 218,013 | (2,975) | |
| Net cash (used in) operating activities | ------------ (680,096) |
------------ (438,928) |
|
| ======= | ======= |
22. FINANCING FACILITIES
The Company has access to bank overdraft facilities to a maximum of \$20,000 leaving an unused facility of \$20,000 (2006: \$20,000). The facilities are secured over the assets of an associated company, Minga Pty Limited and is subject to annual review.
23. RELATED PARTIES
Key management personnel disclosures
The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period.
Director
Mr L L White Mr G M Lorentz Ms E Stoliar
The Company does not have any non-director key management personnel.
Key Management Personnel Compensation
| The key management personnel compensation are as follows: | 2007 | 2006 |
|---|---|---|
| \$ | \$ | |
| Short term employee benefits | 86,643 | 62,112 |
| Other long term benefits | 17,818 | 2,592 |
| 104,461 | 64,704 |
In determining remuneration for key management personnel, the Directors seek external advice and market compensation as necessary.
GREENVALE MINING N.L. 24. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
23. RELATED PARTIES (Continued)
The following table provides detail of all the directors and executives of the Company and the nature and amount of the elements of their remuneration for the year ended 30 June 2007.
| Director | Post Super annuation |
|||
|---|---|---|---|---|
| Fee | Allowance | Benefits | Total | |
| Director Mr L L White |
\$ 25,835 |
\$ 19,688 |
\$ - |
\$ 45,523 |
| Mr G M Lorentz | 18,910 | 1,650 | 8,909 | 29,469 |
| Ms E Stoliar | 18,910 | 1,650 | 8,909 | 29,469 |
| Total | 63,655 | 22,988 | 17,818 | 104,461 |
Directors' Shareholdings
The total number of ordinary shares of Greenvale Mining NL held directly, indirectly or beneficially by each director, including their personally-related entities is as follows:
| 2007 | |||
|---|---|---|---|
| Fully Paid | Held 1 July 2006 |
Purchase | Held 30 June 2007 |
| Mr Leslie L. White | 183,200 | 57,955 | 241,155 |
| Mr Gabriel M. Lorentz Ms Elizabeth Stoliar |
- - |
- - |
- - |
| Contributing | Held 1 July 2006 |
Purchase | Held 30 June 2007 |
| Mr Leslie L. White | 1,639,445 | 106,137 | 1,745,612 |
| Mr Gabriel M. Lorentz | 248,800 | - | 248,800 |
| Ms Elizabeth Stoliar | 64,200 | - | 64,200 |
| Options | Held 1 July 2006 |
Purchase | Held 30 June 2007 |
| Mr Leslie L. White | - | 17,000 | 17,000 |
| Mr Gabriel M. Lorentz | - | 14,400 | 14,400 |
| Ms Elizabeth Stoliar | - | - | - |
| 2006 | |||
| Fully Paid | Held 1 July 2005 |
Purchase | Held 30 June 2006 |
| Mr Leslie L. White | 183,200 | - | 183,200 |
| Mr Gabriel M. Lorentz | - | - | - |
| Ms Elizabeth Stoliar | - | - | - |
| Contributing | Held 1 July 2005 |
Purchase | Held 30 June 2006 |
| Mr Leslie L. White | 494,445 | 1,145,500 | 1,639,445 |
| Mr Gabriel M. Lorentz | 248,800 | - | 248,800 |
| Ms Elizabeth Stoliar | 64,200 | - | 64,200 |
Other Transactions with the Company
Mr. L.L. White, Ms E Stoliar and other related parties own L & E White Investments Pty Limited a company that provides management services to the Company and related bodies corporate. Mr. L.L. White and Ms E Stoliar are related. The cost of services being provided are charged under normal commercial terms and conditions. Management fees paid to L & E White Investments Pty Limited by the Company during the year were \$72,831 (2006: \$63,745).
There existed no contingent liabilities of the Company for termination benefits under service agreements with Directors or persons who take part in the management of the Company as at 30 June 2007.
During the year, the company acquired a silver nugget from East Coast Minerals N.L. for \$280,000. The acquisition of the silver nugget was at an arms length price on normal commercial terms and conditions.
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the Company since the end of the previous financial year and there were no material contracts involving the directors' interests subsisting at year-end.
GREENVALE MINING N.L. 25. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
23. RELATED PARTIES (Continued)
Transactions - related entities and associates
During the year, three related companies, Minga Pty Limited, Esperance Minerals N.L. and East Coast Minerals N.L. provided various office services to Greenvale Mining N.L. The charges for these services amounted to \$258,054 (2006: \$107,000). Leslie White, Gabriel Lorentz and Elizabeth Stoliar are sole directors of Experance Minerals N.L., East Coast Minerals N.L. and Minga Pty Limited.
24. COMMITMENTS AND CONTINGENT LIABILITIES
Greenvale Mining N.L. and Esperance Minerals N.L. have entered into sub licence agreements with Mobotec USA Inc, a Delaware Corporation to acquire the exclusive licence from Idaho National Laboratory USA and Mobotec Combustion Systems for the technology which reduces regulated emission in coal fired power plants using shale oil. The licensing agreement is exclusive for Australia, New Zealand, India and Japan.
Under the agreement the Companies are committed to providing \$550,000 of funds by 31 December 2007 and an additional \$1,000,000 to be paid no later than 30 June 2008. The Companies may terminate the agreement with Mobotec if thirty days written notice is given.
25. EVENTS SUBSEQUENT TO REPORTING DATE
No matter has arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in the future financial years.
GREENVALE MINING N.L. DIRECTORS' DECLARATION
In the opinion of the Directors of Greenvale Mining N.L. :
- the financial statements and notes, set out on pages 7 to 25 are in accordance with the Corporations Act 2001, $(a)$ including:
- giving a true and fair view of the Company's financial position as at 30 June 2007 and of the Company's $(i)$ performance, as represented by the results of its operations and cashflows, for the financial year ended on that date; and
- (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
- the financial report also complies with International Financial Reporting Standards as disclosed in note 1; and $(b)$
- there are reasonable grounds to believe that the Company will be able to pay its debts as and when $\left( \mathrm{c}\right)$ they become due and payable.
- The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the $(d)$ individuals acting in the role of the chief executive officer function and the chief financial officer function for the financial year ended 30 June 2007.
Dated at Sydney this 26 September 2007.
Signed in accordance with a resolution of the Directors.
$-\hat{\mathscr{A}}$
Leslie L. White Director

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GREENVALE MINING N.L.
Report on the financial report
We have audited the accompanying financial report of Greenvale Mining N.L. (the Company), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of recognised income and expense and cash flow statements for the year ended on that date, a description of significant accounting policies and other explanatory notes 1 to 25 and the directors' declaration set out on pages 7 to 26.
Directors' responsibility for the financial report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB101 Presentation of Financial Statements, that the financial report of the company, comprising the financial statements and notes, complies with International Financial Reporting Standards.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company's financial position and of its performance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Auditor's opinion
In our opinion:
the financial report of Greenvale Mining N.L. is in accordance with the Corporations Act 2001, including: $(a)$
- giving a true and fair view of the Company's financial position as at 30 June 2007 and of its $(i)$ performance for the year ended on that date; and
- complying with Australian Accounting Standards (including the Australian Accounting $(ii)$ Interpretations) and the Corporations Regulations 2001.
the financial report also complies with International Financial Reporting Standards as disclosed in note 1. $(b)$
$($ fr $\kappa$ (
KPMG
Mark Epper Partner
Sydney
26 September 2007
GREENVALE MINING N.L. 28.
Additional Statutory Information th
At 18 September 2007
(a) The number of shareholders and the distribution of their holdings in each class of quoted securities was as follows:
| Fully Paid | Contributing | |||
|---|---|---|---|---|
| Shareholding | Shares | Shares | Options | |
| 1 - 1,000 | 547 | 771 | 162 | |
| 1,001 - 5,000 | 269 | 364 | 96 | |
| 5,001 - 10,000 | 56 | 59 | 26 | |
| 10,001 - 100,000 | 70 | 55 | 40 | |
| 100,001 and over | 14 | 13 | 11 | |
| ----- | -------- | ------ | ||
| 956 | 1,262 | 335 | ||
| === | ===== | ===== | ||
| Fully paid | Contributing | Option | ||
| Shares | Shares | Securities | ||
| (b) | Shareholders with holdings less than a marketable parcel of 834 shares for the fully paid shares 1,429 shares for the contributing shares and |
|||
| 1,667 for options | 392 | 755 | 202 | |
| === | ===== | ===== | ||
| (c) | The twenty largest shareholders hold:- | 81.18% | 58.83% | |
| ====== | ====== |
(d) All shares issued at balance date entitle the holders to one vote per share.
The Register of Substantial Shareholders discloses the following:
Direct Holding -
| (i) | East Coast Minerals N.L. | (ii) | Esperance Minerals N.L. | (v) | HSBC Custodian Nominees |
|---|---|---|---|---|---|
| Level 2, 580 George Street, | Level 2, 580 George Street, | (Australia) Limited GSI-ECSA | |||
| Sydney NSW 2000 | Sydney NSW 2000 | GPO Box 5302 | |||
| holder of: | holder of : | Sydney NSW 2001 | |||
| 1,484,720 fully paid shares | 3,589,300 fully paid shares | holder of: | |||
| 2,489,620 fully paid shares | |||||
| (iii) | Leslie L. White | (iv) | Exploration Finance Pty Ltd | ||
| by virtue of substantial shareholding | PO Box 366 | ||||
| in East Coast Minerals N.L. | Double Bay NSW 2028 | ||||
| and Exploration Finance Pty Ltd | holder of : | ||||
| and his holding of: | 1,147,500 contributing shares |
Indirect Holding -
Minga Pty Ltd by virtue of substantial shareholding in Esperance Minerals N.L. and their holding of : 96,100 fully paid shares
TOP TWENTY HOLDERS OF FULLY PAID SHARES :
108,945 contributing shares
The top twenty largest holders of fully paid shares are listed below.
| Number | % | |
|---|---|---|
| Esperance Minerals N L | 3,589,300 | 24.52 |
| HSBC Custody Nominees | 2,489,620 | 17.01 |
| East Coast Minerals N L | 1,484,720 | 10.14 |
| Strategic Pooled Development Limited | 769,230 | 5.26 |
| HSBC Custody Nominees (Australia) Limited-GSI EDA | 448,397 | 3.16 |
| Queensland Energy Resources LLC | 360,978 | 2.47 |
| L V Zaninovich Pty Ltd (L V Zaninovich Superannuation Fund) | 327,575 | 2.24 |
| Bretred Pty Limited | 292,327 | 2.00 |
| HSBC Custody Nominees (Australia Limited) | 250,350 | 1.71 |
| Zandoc Holdings Pty Ltd | 210,000 | 1.43 |
| Rock (Nominees) Limited | 201,300 | 1.38 |
| Mr Howard Jones | 178,038 | 1.22 |
| Texas Energy Corporation N L | 150,000 | 1.02 |
| L & E White Family Holdings Pty Limited | 118,000 | 0.81 |
| L & E White Family Holdings Pty Limited | 97,000 | 0.66 |
| Minga Pty Ltd | 96,100 | 0.66 |
| Mr David Hale | 90,691 | 0.62 |
| ANZ Nominees Limited | 77,630 | 0.53 |
| L V Zaninovich Pty Ltd (L V Zaninovich Superannuation Fund) | 74,025 | 0.51 |
| Kale Capital | 69,170 | 0.47 |
| -------------- 11,374,451 |
------- 77.71 |
|
| ========= | ==== |
Additional Statutory Information
At 18 th September 2007
TOP TWENTY HOLDERS OF CONTRIBUTING SHARES :
The top twenty largest holders of contributing shares are listed below.
| Number | % | |
|---|---|---|
| Exploration Finance Pty Ltd | 1,147,500 | 15.99 |
| Queensland Energy Resources | 425,310 | 5.93 |
| L & E White Investments Pty Ltd | 333,500 | 4.65 |
| Peter Stanford & John Stanford & Jeremy Stanford | 287,167 | 4.00 |
| Gabriel M Lorentz | 220,000 | 3.07 |
| HSBC Custody Nominees (Australia) Limited | 218,000 | 3.04 |
| Stanley Cullen | 206,800 | 2.88 |
| Mrs Edith White | 189,500 | 2.64 |
| John A McEvoy | 140,000 | 1.95 |
| Mr Howard Jones | 110.000 | 1.53 |
| Mr Randall Henri Olgers | 110,000 | 1.53 |
| Leslie L White | 108,945 | 1.52 |
| Swiss Corporate Credit Pty Limited | 105,667 | 1.47 |
| John A McEvoy | 100,000 | 1.39 |
| Portfolio Custodian Limited | 76,000 | 1.06 |
| WHI Securities Pty Ltd | 75,000 | 1.05 |
| Mrs Janette Macquarie Stanford | 74,300 | 1.04 |
| PHNG Yen San Holdings (Pte) Ltd (in liquidation) | 70,000 | 0.98 |
| Ms Elizabeth Stoliar | 64.200 | 0.89 |
| Mr David Cliffe | 60,000 | 0.84 |
| Merrill Lynch (Australia) Nominees Pty Limited | 54,550 | 0.76 |
| ------------ 4,176,439 |
-------- 58.21 |
|
| ======= | ===== | |
GREENVALE MINING N.L. A.C.N. 000 743 555
Registered Office : C/- ADP Prosperity Advisers Pty Ltd, Level 2, 580 George Street, Sydney N.S.W. 2000
| PROXY FORM | ||
|---|---|---|
| I/We | ||
| of… | ||
| being a member/members of Greenvale Mining N.L., hereby appoint *…… | ||
of… |
||
| (or failing him)……… | ||
| as my/our proxy to vote for me/us and on my/our behalf at the annual meeting of the Company to be held on 20 November 2007 and at any adjournment thereof. |
||
| As witness my/our hands this | day of | 2007 |
| Signed by the said……………… | ||
| in the presence of ……. | ||
| *If you wish, you may appoint as your proxy "The Chairman of the Meeting". |
Should the member desire to direct the proxy how to vote the member shall place a mark in the appropriate box against each item hereunder, other wise the proxy may vote as he or she thinks fit or abstain from voting.
| For | Against | |
|---|---|---|
| BY ORDINARY RESOLUTION : | ||
| 1. To adopt the reports and financial report | ||
| 2. To elect as Director Ms Elizabeth Stoliar | ||
| 3. To approve the directors'remuneration |
- (i) A member entitled to attend and vote is entitled to appoint no more than two proxies. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the members voting rights.
- (ii) If the appointer is a Corporation, this instrument may have to be executed under its Common Seal.
- (iii) If signed under a power of attorney, an office copy or a notarially certified copy thereof, shall be deposited at the Registered Office not less than forty eight (48) hours before the time of holding the Meeting.
- (iv) A Proxy need not be a member of the Company.
- (v) This Instrument is required to be deposited at the Registered Office of the Company not less than forty eight (48) hours before the time of holding the Meeting.