Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MCS SERVICES LIMITED Interim / Quarterly Report 2012

Mar 7, 2012

65377_rns_2012-03-07_d55e937b-b487-43d4-b50a-01973aafe5ce.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

==> picture [595 x 16] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [292 x 45] intentionally omitted <==

==> picture [292 x 46] intentionally omitted <==

==> picture [292 x 45] intentionally omitted <==

==> picture [292 x 45] intentionally omitted <==

==> picture [292 x 45] intentionally omitted <==

ACN: 119 641 986

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 34] intentionally omitted <==

==> picture [595 x 9] intentionally omitted <==

CONTENTS

==> picture [132 x 99] intentionally omitted <==

Page
Directors’ Report 2
Auditor’s Independence Declarations 9
Consolidated Statement of Comprehensive Income 10
Consolidated Statement of Financial Position 11
Consolidated Statement of Changes in Equity 12
Consolidated Statement of Cash Flows 13
Notes to financial statements 14
Note 1. Nature of operations 14
Note 2. General information and basis of preparation 14
Note 3. Significant accounting policies 14
Note 4. Estimates 15
Note 5. Significant events and transactions 15
Note 6. Basis of consolidation 16
Note 7. Financial assets 16
Note 8. Plant and equipment 16
Note 9. Exploration and evaluation expenditure 17
Note 10. Issued capital 18
Note 11. Segmental reporting 19
Note 12. Exploration capital commitments 21
Note 13. Other financial liabilities and commitments 23
Note 14. Related party transactions 23
Note 15. Earnings per share 24
Note 16. Events subsequent to year end 24
Note 17. Company information 25
Directors’ declaration 26
Independent auditor’s review report 27

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 58] intentionally omitted <==

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

Page 1 of 28
----- End of picture text -----

==> picture [595 x 9] intentionally omitted <==

DIRECTORS’ REPORT

==> picture [132 x 100] intentionally omitted <==

Your directors present their report, together with the financial report on Red Gum Resources Limited (“Company”) for the half-year ended 31[st] December 2011.

==> picture [595 x 18] intentionally omitted <==

HIGHLIGHTS

  • Red Gum Resources Limited (“the Company”, “Red Gum”) successfully listed on the ASX on 17[th] January 2012 (ASX code: RGX), raising $4,003,564 during the half-year.

  • Successful negotiation of a two year land access agreement with the community at the Company’s La Negra project in northern Chile.

  • Reinterpretation of geophysical data from La Negra has been completed and a number of drill targets defined.

  • Drilling commenced at the La Negra project in Chile.

  • Red Gum’s Chile office established in Santiago, the capital.

Current directors

The names of each person who has been a director during the half-year and to the date of this report are:

  • Dr Raymond Shaw – Non-Executive Chairman (appointed on 11[th] May 2006)

  • Dr Paul Pearson – Managing Director (appointed on 1[st] July 2011)

  • Mr Norman Zillman – Non-Executive Director (appointed on 11[th] May 2006)

  • Mr Torey Marshall – Non-Executive Director (appointed on 16[th] June 2007)

Company secretary

Mr Malcolm Lucas-Smith

==> picture [595 x 18] intentionally omitted <==

Operating results

The net loss of the Company for the half-year ended 31[st] December 2011 was $107,494 (2010: $18,828).

==> picture [595 x 19] intentionally omitted <==

Review of activities

During the half-year ended 31[st] December 2011 $505,308 (year ended 30[th] June 2011: $647,210) of tenement expenditure was capitalised and $nil (31[st] December 2010: $nil) was written off.

The Company did keep all its tenements in good standing with all regulatory authorities in the Northern Territory, Peru and Chile.

.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 59] intentionally omitted <==

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

Page 2 of 28
----- End of picture text -----

==> picture [595 x 9] intentionally omitted <==

DIRECTORS’ REPORT

==> picture [132 x 100] intentionally omitted <==

Exploration activities

The Company has been actively progressing its’ key projects in Chile and Peru and in particular:

The La Negra Project- Chile

The Company purchased an option to acquire 100% of La Negra in northern Chile project through its wholly owned Chilean subsidiary. The La Negra Option was renegotiated with the Vendor and effectively an extension for completed payment of the initial option fee to 31[st] January 2011 was granted and subsequently properly executed by the Company, at the date of this report option costs of $557,393 (USD $520,000) have been paid and $465,593 (USD $500,000) are payable by 30[th] June 2012.

Red Gum successfully established its activities at La Negra during the past quarter by, firstly, negotiating a two year land access agreement with the local community. Secondly, the Company has also put together a field team on the ground based at the Combarbala field office, led by geologist and project manager, Miguel Huarachi. Field activities have focussed on renovation of the access roads, plus geological mapping and geochemical sampling. In addition, various logistical aspects have been successfully resolved, including water sources, core cutting and storage facilities, assay laboratories etc., prior to the initiation of drilling in the first quarter of 2012.

Subsequently, in January 2012, a drilling program to test the economic potential of the La Negra project has been initiated following the recent successful IPO.

The drill program at La Negra will consist of a 3,500 metre first phase program to evaluate the economic potential at depth of near-surface high grade Lead-Zinc-Silver (Copper-Gold) mineralisation exposed in old colonial era workings. The drill program is being carried out by the Chilean subsidiary of Energold Drilling Corp., a Canadian-listed international drilling company. Drilling is expected to take 3-4 months - first results are expected in March. Drilling will test targets within both base/precious metals-bearing tourmaline breccia structure and potential porphyry target suggested by the induced polarization survey.

The Company plans to drill eight deep (250-450 metres) diamond drill holes angled to the east and west and collared along the principal hydrothermal breccia. These holes are designed to test the strike extent and width of the mineralised zone down to an approximate vertical depth of 400 metres, at 100150 metre intervals along the strike of the Principal breccia. In addition, the Company will drill at least one hole of minimum 450 metres depth to test for the possible existence of a porphyry system inferred from geophysical interpretation.

The La Negra Project:

  • has an exploration target range of 10 Mt to 70 Mt (polymetallic Zinc, Lead, Copper, Silver and Gold ore);

  • has extensive geochemistry and 3D induced polarisation geophysical survey;

  • is a ready to drill project in a highly mineralised region, nearby to large multinationals such as Vale; and

  • is easily accessible with a nearby mining town 10 km away.

La Negra is a zinc, lead, silver, copper and gold exploration property hosted in a tourmaline/hydrothermal breccia system comprising a potentially bulk mineable unit. The system strikes north-northeast within a regional system which hosts several strongly mineralised polymetallic brecciated bodies along 40 km (and more) of strike. The La Negra tourmaline breccia is one or two, of these bodies in close tandem.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 34] intentionally omitted <==

==> picture [595 x 9] intentionally omitted <==

Page 3 of 28

DIRECTORS’ REPORT

==> picture [132 x 100] intentionally omitted <==

Exploration activities (continued)

La Negra is situated 10 km outside of the old mining town of Combarbala, some 160 km southeast of La Serena, a large shipping town in the area. La Negra is easily accessible with the Pan American Highway nearby running to La Serena and access to the property is via a good set of roads with the last 6 km of road suitable for 4 x 4 vehicles. Due to the proximity of Combarbala, infrastructure in the area is good. The average elevation of La Negra is approximately 2,000 m above sea level and the semi-desert conditions makes for moderate weather year round.

Surface exploration to date has shown a strongly leached and altered breccia that is between 250 m to 450 m in width over a strike length greater than 2,000 m with further visible zones of alteration. Exposed oxides of zinc, lead and copper oxides on the surface and underground are found in a tourmaline breccia, which is strongly limonitized. The black copper oxides and carbonates are visible with a variety of zinc and lead oxides and carbonates. Some sulphide minerals (sphalerite, covelite, chalcocite and minor chalcopyrite; galena, pyrite and others) are visibly present in the oxidised and leached zones which are estimated to be about 40 m to 80 m deep. Disseminated mineralisation (malachite, cuprite, bornite) is found in the altered porphyritic tonalite which also hosts a splay breccia system, to the east of the main exploration target[i] . The somewhat surface defined oxide cap, supported by subsurface sulphides (inferred based on the IP survey), supports an exploration target at La Negra of 10Mt to 70Mt comprising up to 20% combined metal polymetallic mineralisation (Zinc, Lead, Copper and Silver).

Central Peru Polymetallic Belt

The Company through its wholly owned subsidiary, holds four exploration licences in the central Peruvian Polymetallic Belt:

  • Cerro Huancash- 9km[2]

  • Chongos A- 10km[2]

  • Chongos B- 9km[2]

  • Chongos C- 5km[2]

The Company has completed the purchase of the tenements from the vendor. The Company has paid the rentals due on the properties to keep them in good financial standing with the Peruvian Government. There is no minimum work program that the Company must undertake to retain a 100% interest in the properties.

The Peruvian polymetallic belt is one of Peru’s most important areas in terms of geological potential, due to the existence of numerous polymetallic skarn and replacement deposits. It has a proven track record in discovery of world class deposits, such as Antamina, Iscaycruz, San Gregorio and Toromocho/Morococha as well as numerous, highly profitable, small to medium sized deposits.

Cerro Huancash Project

The Cerro Huancash Project covers an area of 575.6 hectares and is a zinc-lead-silver exploration project. Cerro Huancash is located approximately 100km northeast of Lima and is accessible year round. While limited exploration has been conducted over Cerro Huancash, previous exploration in the area surrounding Cerro Huancash has identified a zone, of approximately 8 km length, reporting very strong zinc, copper, lead, silver and gold anomalies. The Cerro Huancash claim covers over 3 km of this prospective metalliferous belt.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 34] intentionally omitted <==

==> picture [595 x 9] intentionally omitted <==

Page 4 of 28

DIRECTORS’ REPORT

==> picture [132 x 100] intentionally omitted <==

Exploration activities (continued)

Chongos Project

Chongos 2006A, Chongos 2006B and Chongos 2006C (together the Chongos Project), covering a total area of 2,400 hectares, is a zinc-lead-silver exploration project. Located 180 km southeast of Lima, the Chongos Project is easily accessible year round via the Central Highway. Previous exploration in the Chongos Project has indicated a strong presence of zinc and lead and some silver mineralisation in soil and rock sampling. No ground geophysics or drilling has been conducted in the Chongos Project since 2000. An estimated exploration target[i] of 5 Mt – 15 Mt of potentially high grade metal ore is identified in Chongos 2006A.7.

==> picture [595 x 19] intentionally omitted <==

Significant Events

New Managing Director

In July 2011, the Company employed a full time Managing Director, Dr Paul Pearson, to champion the initial public offering 'IPO' of the Company on the ASX. Under his agreement Paul will be paid $144,000 (including superannuation) per annum until date of listing on the ASX; subsequent to listing his remuneration package includes $320,000 remuneration (including superannuation) per annum and 3,000,000 Options (subject to shareholder approval):

First Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 10 cents; and IPO price plus 15 cents, if on the date of exercise of the First Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The First Tranche Options vest 2 years after ASX listing date.

Second Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 15 cents; and IPO price plus 20 cents, if on the date of exercise of the Second Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The Second Tranche Options vest 3 years after ASX listing date.

Third Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 20 cents; and IPO price plus 40 cents, if on the date of exercise of the Third Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The Third Tranche Options vest 4 years after ASX listing date.

The Options expire unless exercise on the following dates:

  • First Tranche Options 3 years from First Tranche Options vesting date;

  • Second Tranche Options 3 years from Second Tranche Options vesting date;

  • Third Tranche Options 3 years from Third Tranche Options vesting date;

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

i With regard to Exploration Targets - the potential quantity and grade is conceptual in nature and that there has been insufficient exploration to define a Mineral Resource or Ore Reserve and that it is uncertain if further exploration will result in the determination of a Mineral Resource or Ore Reserve.

The information in this document that relates to Exploration Targets is based on information compiled by Dr Paul Pearson, who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists (Membership No 220639). Dr Pearson is the Managing Director of Red Gum Resources Limited.

Dr Pearson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Pearson consents to the inclusion in this document of the matters based on his information in the form and context in which it appears.

==> picture [595 x 34] intentionally omitted <==

==> picture [595 x 9] intentionally omitted <==

Page 5 of 28

DIRECTORS’ REPORT

==> picture [132 x 100] intentionally omitted <==

Significant Events (continued)

  • the Agreement is terminated or the Managing Director ceases to be an employee of the Company for any reason other than as a result of serious misconduct, the Options will expire 3 months from the date of termination; and

  • if the Agreement is terminated, the Options will expire on the date of termination.

Dr Pearson’s employment can be terminated by three months written notice from either party.

Share issue

In July 2011 and August 2011 2,242,727 shares and 6,918,182 shares were issued respectively at $0.11 cash consideration per share.

New Chilean subsidiary

The Group incorporated a new Australian subsidiary, Red Gum Resources (Chile) Pty Ltd on 22[nd] July 2011.

In September 2011 a Share Purchase Agreement was signed between the Company and Red Gum Resources (Chile) Pty Ltd. Under the agreement Red Gum Resources (Chile) Pty Ltd will issue 1,000 shares acquire 100% of Red Gum Resources Chile SpA, a Chilean company.

Manager and Finder’s Fee Agreements.

The Company has previously entered into a Management Agreement with Ore-Forming Solutions S.A (Ore-Forming), a Peruvian incorporated company which is controlled by Dr Paul Pearson (who has been appointed as the Managing Director of the Company). The Management Agreement was in respect of the management of the Peruvian Concessions and was entered into prior to the appointment of Dr Pearson as the Managing Director of the Company. Ore-Forming appointed Dr Miguel Cardozo and Dr Paul Pearson as the manager’s representatives under the Management Agreement. In September 2011, the Company, Ore-Forming and the manager’s representatives have entered into deeds of termination to terminate the Management Agreement subject to Official Quotation.

In consideration of the termination of the Management Agreement, the Company has agreed to:

  • a) in respect of the interest of Ore-Forming and Dr Paul Pearson in the Management Agreement, subject to Shareholder approval, issue to Dr Paul Pearson 750,000 Shares at the deemed issue price of 20 cents;

  • b) in respect of the interest of Dr Miguel Cardozo in the Management Agreement (terminated August 2011), subject to Official Quotation, pay Mr Cardozo USD$50,000.

The Company has previously entered into a Finder’s Fee Agreement with Dr Paul Pearson in respect of a success fee for the successful completion of the La Negra Option Deed. The Finder’s Fee Agreement was entered into prior to the appointment of Dr Pearson as the Managing Director of the Company. The Company and Dr Pearson have entered into a Deed of Termination to terminate the Finder’s Fee Agreement. The termination of the Finder’s Fee Agreement will be satisfied by the issue of the 750,000 Shares to Dr Pearson which is set out in paragraph (a) above for the termination of the Management Agreement with Ore-Forming.

Australian ELA’s 26365, 26366 & 26385

Pursuant to a Deed of Termination of Deed of Assignment between the Company Dr Ray Shaw, the Company also relinquish all interest in ELA’s 26365, 26366 & 26385 on 16[th] October 2011.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 34] intentionally omitted <==

==> picture [595 x 9] intentionally omitted <==

Page 6 of 28

==> picture [595 x 16] intentionally omitted <==

==> picture [132 x 101] intentionally omitted <==

DIRECTORS’ REPORT

Capital

During the half-year:

  • As part of the Initial Public offering (“IPO”), the Company issued 20,017,818 in securities in December 2011, raising $4,003,564 in funds;

  • 750,000 shares were issued to Dr Paul Pearson at a deemed price of 20 cents per share in connection with the termination of the Management and Finder’s Fee Agreement with Ore-Forming Solutions S.A.;

  • In November 2011 shareholders approved the issue of 3,000,000 options to Dr Paul Pearson under his managing director’s employment agreement; and

  • In November 2011 shareholders approved the issue of 1,000,000 options (exercise price $0.25 and expire on 25[th] November 2014) to CCZ Corporate Finance Pty ltd pursuant to the Mandate Letter.

  • In July and August 2011, 2,424,727 shares and 6,918,182 shares were issued respectively at $0.11 cash consideration per share.

The Company had the following securities on issue at 31[st] December 2011:

Ordinary shares
Unquoted stock options on issue
Number
74,728,727
4,000,000

On 13[th] January 2012, the Company was admitted to the Official List of ASX Pty Limited and Official Quotation commenced on 17[th] January 2012. The Company had 37,962,318 ordinary shares quoted on the ASX and 36,766,409 escrowed ordinary shares at the date of Listing.

3,000,000 options were issued to Dr Paul Pearson under his managing director’s employment agreement as follows:

  • First Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 10 cents; and IPO price plus 15 cents, if on the date of exercise of the First Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The First Tranche Options vest 2 years after ASX listing date.

  • Second Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 15 cents; and IPO price plus 20 cents, if on the date of exercise of the Second Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The Second Tranche Options vest 4 years after ASX listing date.

  • Third Tranche Options: 1,000,000 Options exercisable at the higher of IPO price plus 20 cents; and IPO price plus 40 cents, if on the date of exercise of the Third Tranche Options, the VWAP for the previous 30 trading days is equal to or above the IPO price. The Third Tranche Options vest 3 years after ASX listing date.

The Options expire unless exercise on the following dates:

  • First Tranche Options 3 years from First Tranche Options vesting date;

  • Second Tranche Options 3 years from Second Tranche Options vesting date;

  • Third Tranche Options 3 years from Third Tranche Options vesting date;

  • the Agreement is terminated or the Managing Director ceases to be an employee of the Company for any reason other than as a result of serious misconduct, the Options will expire 3 months from the date of termination; and

  • if the Agreement is terminated, the Options will expire on the date of termination.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 58] intentionally omitted <==

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

Page 7 of 28
----- End of picture text -----

==> picture [595 x 9] intentionally omitted <==

==> picture [595 x 16] intentionally omitted <==

==> picture [132 x 101] intentionally omitted <==

DIRECTORS’ REPORT

Events subsequent to balance date

  • Listed on ASX on 17[th] January 2012;

  • On the 25[th] January 2012, the Company announced the escrow period expiry for 350,000 restricted securities on 10[th] January 2012 and 150,000 restricted securities on 24[th] January 2012;

  • On the 27[th] January 2012, the Company announced the commencement of a Metallurgical Study at the La Negra project, Chile. The study will be key in generating an increased understanding of the metallurgical characteristics of the La Negra mineralisation;

  • On the 30[th] January 2012, the Company announced the completion of its maiden drill hole, for a depth of 265.43 metres, at La Negra, Chile;

  • On the 3[rd] February 2012, the Company announced that new geochemical surface sampling had highlighted significant gold and silver discovery potential at La Negra;

  • On the 15[th] February 2012, the Company announced the escrow period expiry for 30,6820 restricted securities on 2 March 2012;

  • On the 17[th] February 2012, a Director Torey Marshall acquired 106,112 shares on market;

  • On the 20[th] February 2012, the Company announced the completion of the first three drill holes at La Negra, for a cumulative total of 657.98 metres. First assay results are expected for March;

  • On the 1[st] March, 2012, the Company announced that it is the intention to bring forward surface exploration at the Cerro Huancash and Chongos projects in Peru to Q2, 2012.

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

Dated at Sydney this 7 March 2012.

Signed in accordance with a resolution of the directors.

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

Dr Raymond D Shaw Non-Executive Director and Chairman

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 58] intentionally omitted <==

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

Page 8 of 28
----- End of picture text -----

==> picture [595 x 9] intentionally omitted <==

Page 9 of 28

==> picture [131 x 100] intentionally omitted <==

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

Note
Assets
Current Assets
Cash and cash equivalents
Other receivables
Total Current Assets
Non-Current Assets
Financial asset
Plant and equipment
8
Exploration and evaluation expenditure
9
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Other creditors
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
10
Accumulated Losses
Total Equity
31 December
2011
30 June
2011
$ $ 4,338,712
341,111
44,648
23,481
4,383,360
364,592
-
-
5,577
2,961
1,526,560
1,021,252
1,532,137
1,024,213
5,915,497
1,388,805
451,073
224,231
99,140
264,199
550,213
488,430
550,213
488,430
5,365,284
900,375
6,018,624
1,446,221
(653,340)
(545,846)
5,365,284
900,375

Total Equity

==> picture [595 x 18] intentionally omitted <==

This statement should be read in conjunction with the Notes to the Financial Statements

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 10 of 28

==> picture [131 x 100] intentionally omitted <==

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

Note
Revenue – interest income
Office and administration expenses
Professional fees
Directors fees
Depreciation expense
Other expenses
Loss before tax
Income tax (expense)/benefit
Loss for the year attributable to members
Other Comprehensive income
Total comprehensive income/(loss) for the year
Earnings per share
Basic and diluted earnings per share from continuing operations
31 December
2011
31 December
2010
$ $ 14,219
2,068
(36,769)
(14,347)
(43,134)
(3,151)
(26,727)
(1,041)
(1,608)
(1,040)
(13,475)
(1,317)
(107,494)
(18,828)
-
-
(107,494)
(18,828)
-
-
(107,494)
(18,828)
Cents
Cents
(0.215)
(0.049)

This statement should be read in conjunction with the Notes to the Financial Statements

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 11 of 28

==> picture [131 x 100] intentionally omitted <==

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

==> picture [595 x 18] intentionally omitted <==

Total

$

317,664

670,000

(43,544)

(43,745)

900,375

900,375

5,161,264

(107,494)

(588,861)

5,365,284
Note Ordinary
Accumulated
Shares
Losses
$
$
Balance 1 July 2010 819,966
(502,302)
Issue of shares duringtheperiod 10 670,000
-
Loss for theperiod -
(43,544)
Share issue costs duringtheperiod (43,745)
-
Balance 30 June 2011 1,446,221
(545,846)
Balance 30 June 2011 1,446,221
(545,846)
Issue of shares duringtheperiod 10 5,161,264
-
Loss for theperiod -
(107,494)
Share issue costs duringtheperiod (588,861)
-
Balance 31 December 2011 6,018,624
(653,340)

This statement should be read in conjunction with the Notes to the Financial Statements

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 12 of 28

==> picture [131 x 100] intentionally omitted <==

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED DECEMBER 2011

Cash flows from operating activities
Payments to suppliers and directors
Net Cash (used in)/provided by operating activities
Cash flows from investing activities
Interest received
Payments for exploration expenditure
Payments for plant and equipment
Net Cash (used in)/provided by investing activities
Cash flows from financing activities
Proceeds from the issue of share capital
Payments for share issue costs
Net Cash provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Cash and cash equivalents at the end of the financial period
31 December
2011
31 December
2010
$ $ (168,697)
(84,452)
(168,697)
(84,452)
14,219
2,068
(328,716)
(52,607)
(4,223
-
(318,720)
(50,539)
4,772,065
50,000
(287,047)
239
4,485,018
50,239
3,997,601
(84,752)
341,111
141,224
4,338,712
56,472

This statement should be read in conjunction with the Notes to the Financial Statements

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 18] intentionally omitted <==

==> picture [595 x 19] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 13 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

1. Nature of operations

Red Gum Resources Limited’s and its subsidiaries’ (“Group”) principal activity was global mineral exploration.

The Group is focusing on Chile and the central Peruvian Polymetallic Belt because the potential for the discovery of large base metal (Cu-Pb-Zn-Ag) and copper-gold deposits is exceptional. Its exploration portfolio is actively managed and rationalised as part of the management process, ensuring only the best projects are retained and explored.

2. General information and basis of preparation

These condensed interim consolidated financial statement (“the interim financial statements”) of the Group are for the six months ended 31st December 2011 and are presented in Australian dollars (“$”), which is the functional currency of the parent company. These general purpose interim financial statements have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standards Board (“AASB”) 134: Interim Financial Reporting. They do not include all of the information required in the annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30th June 2011 and any public announcements made by the Group during the half-year in accordance with continuous disclosure requirements under the Australian Stock Exchange (“ASX”) Listing Rules and Corporations Act 2001.

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

The interim financial report covers the Company, Red Gum Resources Limited (“Company”) and its 100% subsidiaries Red Gum Resource (Peru) Pty Ltd, Red Gum Resources (Chile) Pty Ltd, Red Gum Chile SpA and Central Peru Resources SAC (“Group”).

Red Gum Resources Limited is a public company, incorporated and domiciled in Australia. The registered office is Ferrari House, Level 7, 28-30 Grenfell Street, Adelaide SA 5000.

The Company was incorporated on 11[th] May 2006.

The interim financial statements for the half-year ended 31[st] December 2011 (including the comparatives) were approved by the board of directors on 7[th] March 2012.

3. Significant accounting policies

The significant accounting policies that have been used in preparation of these consolidated interim financial statements are summarised below.

The interim financial statements have been prepared using measurement basis specified by the Australian Accounting Standards for each type of asset, liability, income and expense. The measurement basis are more fully described in the accounting policies below.

The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's last annual financial statements for the year ended 30[th] June 2011, except for the adoption of Improvements to AASBs 2010 (2010 Improvements) as of 1[st] January 2011. The 2010 Improvements made several minor amendments to AASBs. The relevant amendments and their effects on the current period or prior periods are described below.

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 14 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

3. Significant accounting policies (continued)

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these interim financial statements.

Amendment to AASB 101 Presentation of Financial Statements

The amendment provides a choice of presenting the reconciliations for each component of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. The Group previously presented such reconciliations in the Consolidated Statement of Changes in Equity. The Group now presents the reconciliations of each component of other comprehensive income in the notes to the financial statements. This reduces duplicated disclosures and presents more clearly the overall changes in equity. Prior period comparatives have been restated accordingly.

Amendments to AASB 134 Interim Financial Reporting

The amendments clarified certain disclosures relating to events and transactions that are significant to an understanding of changes in the Group's circumstances since the last annual financial statements. The Group's interim financial statements as of 31[st] December 2011 reflect these amended disclosure requirements, where applicable.

4. Estimates

When preparing the interim financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty were the same as those applied in the Group's last annual financial statements for the year ended 30[th] June 2011.

5. Significant events and transactions

The Group's management believes that the Group is well positioned despite the continuing difficult economic circumstances. Factors contributing to the Group's strong position are its highly prospective exploration portfolio and the potential for future mineral discovery and value adding, its experienced management team and its operational familiarity with the countries in which it explores, and the fact that

The Group does not expect to need additional borrowing facilities in the next 12 months as a result of its significant financial resources, existing facilities and strong liquidity reserves.

Overall, the Group is in a strong position despite the current economic environment, and has sufficient capital and liquidity to service its operating activities and debt. The Group's objectives and policies for managing capital, credit risk and liquidity risk are described in its recent annual financial statements.

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 15 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

6. Basis of consolidation

The Group incorporated a new wholly owned Australian subsidiary, Red Gum Resources (Chile) Pty Ltd on 22[nd] July 2011.

In September 2011 a Share Purchase Agreement was signed between the Company and Red Gum Resources (Chile) Pty Ltd. Under the agreement the Red Gum Resources (Chile) Pty Ltd will issue 1,000 shares acquire 100% of Red Gum Resources Chile SpA, a Chilean company.

7. Financial Assets

Parent

Non-current financial assets
Shares in controlled entity
31 December
2011
$
30 June
2011
$
70,000
70,000

8. Plant and equipment

At cost
Accumulated depreciation
Accumulated impairment
Total plant & equipment
Movement in carrying amounts
Gross carrying amount at the beginning of the period
Additions
Disposals
Depreciation expense
Gross carrying amount at the end of the period
Plant & Equipment
31 December
2011
$
30 June
2011
$
14,603
10,379
(9,026)
(7,418)
-
-
5,577
2,961
2,961
5,252
4,224
-
-
-
(1,608)
(2,291)
5,577
2,961

The following useful lives are used in the calculation of depreciation: - Plant & equipment 3 to 40 years

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 16 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

9. Exploration and evaluation expenditure

Gross carrying amount at the beginning of the year
Amounts capitalised during the year
Amounts written off during the year
Gross carrying amount at the end of the year
31 December
2011
$
30 June
2011
$
1,021,252
374,042
505,308
647,210
-
-
1,526,560
1,021,252

During the period ended 31[st] December 2011 $nil (30[th] June 2011 $nil, 31[st] December 2010: $nil) of Tenement Costs were expensed in the Statement of Comprehensive Income.

The directors have reviewed the Capitalised Tenement costs and do not consider that any impairment is necessary for the year ended 31[st] December 2011 (30[th] June 2011 and 31[st] December 2010: $nil).

The following mineral tenements are currently held by the Company:

Tenement description
Tenement code Location Area (approx)
Interestheld
Cerro Huancash~~(3)~~
Chongos A(3)
Chongos B(3)
Chongos C(3)
LaNegra (4)
n/a
n/a
n/a
n/a
n/a
Peru
Peru
Peru
Peru
Chile
9 km~~2~~
10 km2
9 km2
9 km2
20km2
100%
100%
100%
100%
100%
Capitalised Expenditure:
Cerro Huancash(3)
Chongos A(3)
Chongos B(3)
Chongos C(3)
La Negra(4)

Notes: -

Peru

The Company through its wholly owned subsidiary, Red Gum Resources (Peru) Pty Ltd holds all of the shares in the Central Peru Resources (“CPR”), which in turn holds 100% of the four Peruvian Tenements. The $70,000 acquisition cost has been capitalised as tenement cost.

Chile

The Company through its wholly owned subsidiary, Red Gum Resources (Chile) Pty Ltd holds all of the shares in the Red Gum Resources Chile SpA (“Red Gum Chile”), which in turn holds 100% of the La Negra Option.

During the prior year the Company entered into an Option Deed dated 10[th] November 2009 for a total consideration of USD $1,020,000 and the issue of 1,000,000 shares in the Company whereby the Company has been granted an option to acquire 100% of the interest in La Negra. In accordance with Chilean law, in September 2011 the Company has established a wholly owned Chilean subsidiary called Red Gum Chile. Red Gum Chile has entered into a further Option Agreement (La Negra Option) with Andale pursuant to Chilean law. A summary of the Andale Option is set out below.

Under the La Negra Option Andale has granted Red Gum Chile an irrevocable option to acquire the La Negra project which is made up of the exploration mining concessions named “Karina 1”, “Karina 2”, “Karina 3”, “Karina 4”, “Karina 5”, “Karina 6”, “Karina 7”, “Karina 8” and “Karina 9”, and the exploitation mining concessions named “Karina1/20” and “Karina 21/40”.

==> picture [582 x 34] intentionally omitted <==

Page 17 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

9. Exploration and evaluation expenditure (continued)

The La Negra Option is registered in the Mortgages and Encumbrances Registry of the Custodian of Mines of Combarbalá.

As at 31[st] December 2011 and 30th June 2011 the Company has paid Andale $557,392 (USD$520,000) to secure the right to acquire the La Negra Option as follows:

  • In the prior year the option costs of $114,133 (USD $95,000) cash and $20,000 deemed consideration for 200,000 shares were capitalised.

  • In July 2010 $80,000 deemed consideration capitalised as a result of the issue of 800,000 ordinary shares;

  • Paid in October 2010 $26,206 (USD $25,000);

  • Paid in December 2010 $26,102 (USD $25,000); and

  • Paid in January 2011 $390,951 (USD $375,000).

Red Gum Chile can acquire the La Negra Project by exercising the La Negra Option at any time up until 30[th] June 2012 (Option Expiry Date) and paying to Andale $476,190[ii] (USD$500,000). At the date of registration of the La Negra Option with the Custodian of Mines, no encumbrances are registered in respect of the La Negra concessions.

As a result of the registration of the La Negra Option with the Custodian of Mines of Combarbala:

  • Red Gum Chile’s right to acquire the La Negra Project is recognised and protected under Chilean Mining law; and

  • Andale is restricted from dealing with its interest over the La Negra Project until after the Option Expiry Date.

10. Issued Capital

74,728,727 (30th June 2011: 44,800,000) ordinary shares
Ordinary shares
At the beginning of reporting period
Shares issued during the period
- Shares issued in July 2011(1)
- Shares issued in August 2011 (2)
- Shares issued in November 2011(3)
- Shares issued in December 2011(3)
Shares issued during the prior year
- Shares issued in July 2010(1)
- Shares issued in July 2010 (2)
- Shares issued in January 2011(3)
- Shares issued in January 2011(4)
- Shares issued in February 2011(5)
Total shares issued during the period
Less: Share issue costs
At the end of reporting period
iiExchange rate AUD$1:USD$1.055
31 December
2011
$
30 June
2011
$
6,018,624
1,446,221
1,446,221
819,966
246,700
-
761,000
-
150,000
-
4,003,564
-
50,000
80,000
20,000
495,000
25,000
5,161,264
670,000
(588,861)
(43,745)
6,018,624
1,446,221

==> picture [582 x 34] intentionally omitted <==

Page 18 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

10. Issued Capital (continued)

Ordinary shares
At the beginning of reporting period
Shares issued during the year:
- Shares issued in July 2011(1)
- Shares issued in August 2011 (2)
- Shares issued in November 2011(3)
- Shares issued in December 2011(4)
Shares issued during the prior year:
- Shares issued in July 2010(5)
- Shares issued in July 2010(6)
- Shares issued in January 2011(7)
- Shares issued in January 2011(8)
- Shares issued in February 2011(9)
Total shares issued during the year
At the end of reporting period
31 December
2011
No.
30 June
2011
No.
44,800,000
38,050,000
2,242,727
-
6,918,182
-
750,000
-
20,017,818
-
-
500,000
-
800,000
-
700,000
-
4,500,000
-
250,000
29,928,727
6,750,000
74,728,727
44,800,000

Notes:-

  • (1) In July 2011, 2,242,727 shares in July 2011 and at $0.11 per share. The funds raised amounted to $246,700; of the funds raised $264,199 of the funds were received as at 30[th] June 2011 and they were shown as other creditors on the statement of financial position at 30[th] June 2011.

  • (2) In August 2011, 6,918,182 shares were issued at $0.11 per share. The funds raised amounted to $761,000.

  • (3) In November 2011, 750,000 shares were issued to Dr Pearson at a deemed price of 20 cents per share in connection with the termination of the management and Finder’s Fee Agreements with Ore-Forming Solutions S.A.

(4) In December 2011, 20,017,818 shares were issued as part of the Initial Public Offering.

(5) In July 2010, 500,000 shares were issued at 10 cents.

(6) In July 2010, 800,000 shares were issued at a deemed value of 10 cents per share to Inversiones y Mineria Andale Ltda (Andale) as part consideration for an option deed between Red Gum Resources and Andale, to acquire 100% of La Negra Polymetallic prospect in Chile. Total consideration is due on or before 30 June 2012 and amounts to USD $1,020,000 plus 1 million shares in Red Gum Resources Ltd. At 31st December 2011 and 30th June 2011 option costs of $557,393 (USD $520,000) cash payments have been capitalised and 1,000,000 ordinary shares (deemed value $100,000) have been issued under the option agreement and a further payment is due under the option agreement.

  • (7) In January 2011, 700,000 shares were issued to Flexible Investments Super Fund Pty Ltd ATF M LucasSmith Superannuation Fund (as company in which Malcolm Lucas Smith, the Company Secretary has an interest) at 2.86 cents.

  • (8) In January 2011, 4,500,000 shares were issued at 11 cents.

  • (9) In February 2011, 250,000 shares were issued at a deemed value of 10 cents per share as part of a finder’s fee in respect of Inversiones y Mineria Andale Ltda (Andale) option deed.

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.

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 19 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

11. Segmental information

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on geographical location. The Group's reportable segments under AASB 8 are therefore as follows.

  • Australia

  • Peru

  • Chile

The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment.

31 December 2011
REVENUE
Total revenue -external interest received
RESULT
Segment result
Finance costs
Loss before income tax
Income tax expense
Loss after income tax
ASSETS
Segment assets
LIABILITIES
Segment liabilities
OTHER
Depreciation and amortisation of segment
assets
31 December 2010
REVENUE
Total revenue -external interest received
RESULT
Segment result
Finance costs
Loss before income tax
Income tax expense
Loss after income tax
Australia
$
Peru
$
Chile
$
Total
$
14,219
-
-
14,219
(107,494)
-
-
(107,494)
-
-
-
-
(107,494)
-
-
(107,494)
-
-
-
-
(107,494)
-
-
(107,494)
4,388,937
415,394
1,111,166
5,915,497
467,821
-
82,392
550,213
1,608
-
-
1,608
Australia
$
Peru
$
Chile
$
Total
$
2,068
-
-
2,068
(18,828)
-
-
(18,828)
-
-
-
-
(18,828)
-
-
(18,828)
-
-
-
-
(18,828)
-
-
(18,828)

==> picture [582 x 34] intentionally omitted <==

Page 20 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

11. Segmental information (continued)

31 December 2010
ASSETS
Segment assets
LIABILITIES
Segment liabilities
OTHER
Depreciation and amortisation of segment
assets
Australia
$
Peru
$
Chile
$
Total
$
81,238
198,494
228,154
507,886
166,018
-
-
166,018
1,040
-
-
1,040

Accounting Policies

Segment revenues and expenses are those directly attributable to the segments. Segment assets include all assets used by a segment and consist principally of cash, receivables, exploration and evaluation expenditure and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of payables, employee benefits, accrued expenses, provisions and borrowings. Segment assets and liabilities do not include deferred income taxes.

Intersegment Transfers

Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the Company at an arm’s length. These transfers are eliminated on consolidation. At 31[st] December 2011 and 30[th] June 2011 there were no such intersegment transfers.

12. Exploration expenditure commitments

No longer than 1 year
Longer than 1 year and not longer than 5 years
Longer than 5 years
31 December
2011
30 June
2011
$ $ 1,001,381
721,152
196,000
117,000
49,000
39,000
1,246,381
877,152

The exploration expenditure commitments relate to the Group’s share of exploration and evaluation expenditure required to comply with the licence terms issued by the relevant regulatory body and in accordance with the agreements listed below.

These obligations may be subject to re-negotiation, may be farmed out or may be relinquished and have not been provided for in the financial statements.

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 21 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

12. Exploration expenditure commitments (continued)

La Negra (Chile)

During the prior year the Company entered into an Option Deed dated 10 November 2009 for a total consideration of USD $1,020,000 and the issue of 1,000,000 shares in the Company, whereby the Company has been granted an option to acquire 100% of the interest in La Negra. In accordance with Chilean law, the Company has established a wholly owned Chilean subsidiary called Red Gum Resources Chile SpA (Red Gum Chile). Red Gum Chile has entered into a further Option Agreement (La Negra Option) with Andale pursuant to Chilean law. A summary of the Andale Option is set out below.

Under the La Negra Option Andale has granted Red Gum Chile an irrevocable option to acquire the La Negra project which is made up of the exploration mining concessions named “Karina 1”, “Karina 2”, “Karina 3”, “Karina 4”, “Karina 5”, “Karina 6”, “Karina 7”, “Karina 8” and “Karina 9”, and the exploitation mining concessions named “Karina1/20” and “Karina 21/40”.

The La Negra Option is registered in the Mortgages and Encumbrances Registry of the Custodian of Mines of Combarbalá.

Under the Initial Option, as at 31[st] December 2011 the Company has paid Andale USD$520,000 to secure the right to acquire the La Negra Option.

Red Gum Chile can acquire the La Negra Project by exercising the La Negra Option at any time up until 30[th] June 2012 (Option Expiry Date) and paying to Andale USD$500,000. On the exercise by Red Gum Chile of the La Negra Option, provided there are no registered encumbrances over La Negra, the Company will issue to Andale 800,000 Shares at the Offer Price. At the date of registration of the La Negra Option with the Custodian of Mines, no encumbrances are registered in respect of the La Negra concessions.

As a result of the registration of the La Negra Option with the Custodian of Mines of Combarbala:

  • a) Red Gum Chile’s right to acquire the La Negra Project is recognised and protected under Chilean Mining law; and

b) Andale is restricted from dealing with its interest over the La Negra Project until after the Option Expiry Date.

In addition, the Group have a minimum drilling contract at an estimated costs of USD$500,000 and must maintain the La Negra project in good administrative standing; at the 31[st] December 2011 these costs are estimated at $40,000 per annum.

==> picture [595 x 26] intentionally omitted <==

Central Peru Polymetallic Belt (Peru)

In addition to the Management Agreement termination commitments set out above, the Group must maintain the Peruvian projects in good administrative standing; at the 31[st] December 2011 these costs are estimated at $9,000 per annum.

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 22 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

13. Other financial liabilities and commitments

The Company and CCZ Corporate Finance Pty Ltd (“CCZ”) have entered into a Mandate Letter whereby CCZ will provide corporate advisory services including but not limited to leading and co-ordinating the Offer.

CCZ is entitled to the following remuneration as at 31[st] December 2011:

  • after the allotment of Shares under the IPO is complete, a support fee of $20,000 payable monthly for a minimum period of 3 calendar months.

During the period the remuneration was as follows:

  • the 1,000,000 Options (exercisable at 25 cents and expiring within 36 months) if between $4,000,000 and $7,000,000 is raised as part of the IPO; and

  • capital raising fees of 4% and management fees of 2%.

The arrangement under the Mandate Letter is on an exclusive basis. Standard warranties and indemnities are given by the Company in favour of CCZ. Either party can terminate the Mandate Letter on written notice at any time. If the Company terminates the Mandate Letter without cause or in bad faith and undertakes an initial public offering within 12 months of the date of the Mandate Letter, the Company must pay CCZ the fees it would have become entitled to under the Mandate Letter as if the maximum amount was raised.

The Company has engaged Allinson Accounting Solutions Pty Ltd to provide annual accounting and administrative services at a fee of $36,000 per annum (30[th] June 2011: $13,500).

There are no other financial liabilities, leasing commitments, capital commitments or provision at the 31[st] December 2011 (2010: $nil). Refer to note 12 for detail of exploration expenditure commitment.

14. Related party transactions

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

Transactions and balances with related parties:

Other Related Parties
Directors fees
Directors fees payable Dr Paul Pearson
Directors fees payable to Vibrante Solutions Pty Ltd(1)
Balances
Balance payable to Vibrante Solutions Pty Ltd(1)
Balance payable to related parties
31 December
2011
$
30 June
2011
$
72,000
-
-
135,000
72,000
135,000
150,688
150,688
150,688
150,688

(1) Vibrante Solutions Pty Ltd in which Director, Mr Marshall is a director and shareholder

Ore-Forming Solutions S.A’s (“Ore-Forming”) Manager and La Negra Finder’s Fee Agreements.

The Company has previously entered into a Management Agreement (dated 5 October 2009) with OreForming Solutions S.A (Ore-Forming)), a Peruvian incorporated company which is controlled by Dr Paul Pearson. The Management Agreement was in respect of the management of the Peruvian Concessions and was entered into prior to the appointment of Dr Pearson as the Managing Director of the Company. OreForming appointed Dr Miguel Cardozo and Dr Paul Pearson as the manager’s representatives under the Management Agreement. In September 2011, the Company, Ore-Forming and the manager’s representatives have entered into deeds of termination to terminate the Management Agreement subject to Official ASX Quotation.

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 23 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

14. Related party transactions (continued)

In consideration of the termination of the Management Agreement, the Company issued to Dr Paul Pearson 750,000 Shares at the deemed issue price of 20 cents in November 2011, in respect of the interest of OreForming and Dr Paul Pearson in the Management Agreement, subject to Shareholder approval.

In addition, USD$50,000 was paid to Dr Miguel Cardozo in respect of the interest of Dr Miguel Cardozo in the Management Agreement (terminated August 2011).

The Company has previously entered into a Finder’s Fee Agreement with Dr Paul Pearson in respect of a success fee for the successful completion of the La Negra Option Deed. The Finder’s Fee Agreement was entered into prior to the appointment of Dr Pearson as the Managing Director of the Company. The Company and Dr Pearson have entered into a Deed of Termination to terminate the Finder’s Fee Agreement. The termination of the Finder’s Fee Agreement will be satisfied by the issue of the 750,000 Shares to Dr Pearson which is set out in paragraph (a) above for the termination of the Management Agreement with Ore-Forming.

Other transactions

ELA’s 26365, 26366 and 26385 were relinquished pursuant to a Deed of Termination of Deed of Assignment dates 16[th] October 2011 between the Company and Dr Ray Show.

The directors were reimbursed for expenses incurred.

15. Earnings per share

Both the basic and diluted earnings per share have been calculated using the loss attributable to shareholders of Red Gum Resources Limited as the numerator.

The weighted average number of shares for the purposes of calculating the basic and diluted number of shares is 49,951,143 (2010: 38,818,345). The Options are not dilutive as at 31[st] December 2011.

16. Events subsequent to balance date

  • Listed on ASX on 17[th] January 2012

  • On the 25[th] January 2012, the Company announced the escrow period expiry for 350,000 restricted securities on 10[th] January 2012 and 150,000 restricted securities on 24[th] January 2012;

  • On the 27[th] January 2012, the Company announced the commencement of a Metallurgical Study at the La Negra project, Chile. The study will be key in generating an increased understanding of the metallurgical characteristics of the La Negra mineralisation;

  • On the 30[th] January 2012, the Company announced the completion of its maiden drill hole, for a depth of 265.43 metres, at La Negra, Chile;

  • On the 3[rd] February 2012, the Company announced that new geochemical surface sampling had highlighted significant gold and silver discovery potential at La Negra;

  • On the 15[th] February 2012, the Company announced the escrow period expiry for 30,6820 restricted securities on 2[nd] March 2012;

  • On the 17[th] February 2012, a Director Torey Marshall acquired 106,112 shares on market;

  • On the 20[th] February 2012, the Company announced the completion of the first three drill holes at La Negra, for a cumulative total of 657.98 metres. First assay results are expected for March 2012;

  • On the 1[st] March, 2012, the Company announced that it is the intention to bring forward surface exploration at the Cerro Huancash and Chongos projects in Peru to Q2, 2012.

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [582 x 34] intentionally omitted <==

Page 24 of 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

17. Company details

The registered office and principal place of business of the Company is:

Red Gum Resources Limited Ferrari House, Level 7, 28-30 Grenfell Street Adelaide SA 5000

Chile:

Level 13, Office 02 6401 Avenida Apoquindo, Las Condes Santiago, Chile

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 73] intentionally omitted <==

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

Page 25 of 28
----- End of picture text -----

DIRECTORS’ DECLARATION

The directors of the Company declare that:

  1. the financial statements and notes, as set out of Red Gum Resources Limited are in accordance with the Corporations Act 2001, including:

  2. a. give a true and fair view of the financial position as at 31[st] December 2011 and of the performance for the half-year ended on that date; and

  3. b. complying with Accounting Standard AASB 134 Interim Financial Reporting ; and

  4. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

Dr Raymond D Shaw Non-Executive Director and Chairman

Sydney, 7[th] March 2012

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 26] intentionally omitted <==

==> picture [595 x 25] intentionally omitted <==

Page 26 of 28

==> picture [582 x 34] intentionally omitted <==

Page 27 of 28

Page 28 of 28