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MEC RESOURCES LIMITED Annual Report 2007

Oct 30, 2007

65353_rns_2007-10-30_053e156a-17ec-47c3-9509-37c58ed250e3.pdf

Annual Report

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ACN 113 900 020

2007 Annual Report 07

Corporate Directory

Directors

H Goh – Non-Executive Chairman (appointed 17 November 2006) Seng Yap – Non-Executive Director David Breeze – Executive Director and Company Secretary Charles Murphy – Executive Director K O Yap – Non-Executive Director C T Lim – Non-Executive Director

Registered Office

14 View Street North Perth WA 6006

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Principal Business Address

14 View Street North Perth WA 6006 Telephone: (08) 9328 8477 Facsimile: (08) 9328 8733 Website: www.mecresources.com.au E-mail: [email protected]

Auditor

Rix Levy Fowler Level 1 12 Kings Park Road West Perth WA 6005

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Australian Securities Exchange Listing

Australian Securities Exchange Limited (Home Exchange: Perth, Western Australia) ASX Code: MMR

Australian Business Number

44 113 900 020

Chairman's Letter

Chairman's Letter
Company Focus and
Developments
Directors’ Report
Corporate Governance
Auditor Independence
Declaration
Income Statement
Balance Sheet
1
2
8
18
24
26
27
Statement of Changes
in Equity
Cash Flow Statement
Notes to the Financial
Statements
Directors’ Declaration
Independent Audit Report
Additional Stock Exchange
Information
28
30
31
48
49

51

Photographs and Images

Photographs and images used throughout this report do not depict assets of the company unless expressly indicated otherwise.

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Chairman's Letter

Dear Shareholder,

I am pleased to report that this has been a year of significant strategic developments and achievements by your Company.

MEC Resources Ltd has signed a Memorandum of Understanding (MOU) with China National Logging Corporation (CNLC). The MOU relates to the potential formation of a Joint Venture company to (a) provide oil and gas exploration and production services to projects identified by MEC and its investee company Advent Energy Ltd; and (b) market these services to other companies operating in Australia. The MOU sets out a staged process towards development of formal agreements and a Joint Venture Company.

Advent Energy has previously acquired 100% of Exploration Permit EP 386 (4,760 square kilometres in area) which covers the entire Western Australian section of the onshore Bonaparte Basin. In the Northern Territory, Advent holds 100% of Retention Lease RL-1 (166 square kilometres in area), which covers the Weaber Gas Field and two related prospects, Weaber North and Weaber Southwest.

The Company also holds an 8.3% interest in a shallow, near shore permit in the Exmouth sub-Basin region of the Carnarvon Basin, which contains the undeveloped 15 - 21 billion cubic feet Rivoli Gas Field discovery. The Royal Australian Navy and the permit operator are currently undertaking an independent Front End Engineering Design (FEED) study to supply fuel gas to the Harold E Holt Naval Facility in Exmouth, WA.

MEC Resources’ investee Advent Energy Limited (Advent) has recently signed a MOU with Central Petroleum Limited (Central) to farm in to a large portfolio of permits and applications in central Australia. Through Central, Advent will be accessing a portfolio with over 250 million km2 of permits and applications over four highly prospective basins, 200 prospects and leads (Neoproterozoic to Jurassic), an average of one well per 1.2 million acres, coal bed methane potential, oil, gas and helium targets and Gas to Liquid options. On signing of a formal Farmin agreement, Advent will have the option to earn 20% of petroleum pools drilled by funding 40% of up to 3 wells and $3 million of seismic in each permit. As part of MEC’s investment strategy, MEC has chosen to invest A$1.25 million into Central at 20 cents each for 6.25 million shares.

An option has been acquired to invest into the exploration of PEP 11, one of the largest remaining unexplored permits for oil or gas in Australia. After decades of speculation about the significant potential of the prospect, work is underway to enable an exploration well to be drilled that will determine whether Sydney is sitting on the edge of a significant gas province. An identified target, Baleen, has been independently estimated to hold up to 1.6 TCF of gas at the P10 level. The combined total potential reserves for the permit’s 5 prospects and leads has been estimated to be more than 5.0 TCF gas in place.

Prominent targets designated for early drilling include Blamore (potential 38 MMbbl oil recoverable at P50 level), Mt Kitty (helium prospect; potential 324 BCFG recoverable at P50 level), and Waterhouse (potential 115 BCF gas recoverable at P50 level).

Advent has developed a substantial portfolio of exploration permits that will provide for an exciting period of activity ahead.

The Company has also signed two Options to enter farm-in agreements in the South Australian Cooper Basin. The Options provide the Company with the right to participate in four wells with the Victoria Petroleum led Joint Venture in the prospects present in the PEL 104 Typhoon Block and PEL 111 Catalina Block. Drilling is planned to commence within the next two quarters, with an initial focus on the Flanker gas prospect (in PEL 104), targeting an unrisked net recoverable resource of 6.59 BCF at the P50 level.

Yours Sincerely,

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Hock Goh Chairman

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MEC Resources Ltd 2007 Annual Report

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Company Focus and Developments

MEC Resources’ investment capital is targeted for new and emerging companies in which investments have the potential to yield significant returns.

MEC will favour investments into exploration companies targeting potentially large energy and mineral resources.

The MEC investment scope will assess all energy and mineral sectors including oil and gas, gold, uranium, iron ore, diamonds, molybdenum, mineral sands, nickel, copper and zinc.

MEC will seek to minimise the high risk that is usually associated with extremely large potential rewards by seeking to hold a portfolio of exploration investments. The Company is registered by the Australian Federal Government as a Pooled Development Fund enabling MEC shareholders to receive tax free capital gains on their shares and tax free dividends.

MEC’s investment focus:

Chinese Oil and Gas Company CNLC

MEC Resources Ltd has signed a Memorandum of Understanding (MOU) with China National Logging Corporation (CNLC). The MOU relates to the potential formation of a Joint Venture Company to (a) provide oil and gas exploration and production services to projects identified by MEC and its investee company Advent Energy Ltd; and (b) market these services to other companies operating in Australia.

CNLC was established by China National Petroleum Corporation (CNPC) for the world wide provision of well-bore technical services. CNPC is the flagship of China’s energy enterprises with approximately A$183 billion in sales in 2006.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

CNLC is a specialised service company of international repute, providing its clients with integrated services and solutions relating to:

  • Wire-line logging, mud logging, well testing, perforating, MWD/LWD and directional drilling

  • Well completion, acidising, fracturing, work-over and other related engineering aspects

  • The manufacture of wireline logging, mud logging, well testing and perforating equipment

  • Geophysical and geological research and development

  • Information consultation and project management and engineering on petroleum exploration and development projects.

Clients to whom CNLC has successfully provided well-bore technical services include, amongst others, PetroChina, Esso, Phillips, Agip, Shell, JNOC, Amoco and Chevron.

The MOU sets out a staged process towards development of formal agreements and a Joint Venture Company.

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5,000,000 people. Traditionally, all natural gas used in New South Wales has been piped in from South Australia and the Bass Strait. However, studies by the Australian Bureau of Agricultural and Resource Economics (ABARE) and the Australian Petroleum Production and Exploration Association (APPEA) state that those sources may not be able to meet the demand for gas in the medium to longer term.

PEP 11 Oil and Gas Permit

MEC Resources on behalf of its investees has been granted an option to acquire up to an 85% interest in Petroleum Exploration Permit PEP 11, an oil and gas permit located in the Offshore Sydney Basin from Bounty Oil and Gas NL (Bounty).

The Offshore Sydney Basin is an untested basin situated along the heavily populated and industrialised central coast of New South Wales. No drilling has taken place in the basin, despite a significant number of wells drilled in the adjacent Onshore Sydney Basin, which have flowed gas or encountered oil shows.

Covered by PEP 11, a 200km long, 8,400km2 permit, the Offshore Sydney Basin is a significant exploration area with large scale structuring and potentially multi-TCF gas and condensate-charged Triassic and Permian reservoirs.

Mapped prospects and leads within the Offshore Sydney Basin are generally located less than 50km from Australia’s largest energy market, the SydneyWollongong-Newcastle greater metropolitan area. This area has a population of approximately

A large target named Baleen has been located in the northern sector of the Permit in an average depth of 125m of water and is situated on the crest of the Offshore Uplift on a thrusted anticline. With a closure of over 122km2 (30,100 acres), the Baleen target has potential to hold up to 1.6 TCF of (P10 recoverable) gas.

The combined total potential reserves for the permit’s 5 prospects and leads is now estimated to be more than 5.0 TCF of gas in place. Should an oil play be established, potential oil reserves could be approximately 2 billion barrels of oil in place. Economic estimates indicate that even small gas accumulations of less than 200 BCF recoverable can be commercial in the current price environment while a field of 1.0 TCF has a project NPV @ 10% in excess of US$450 million and a rate of return in excess of 80%.

Although there have been over a thousand wells drilled in offshore Australia, no exploration drilling has ever taken place in the Offshore Sydney Basin. Baleen will be the first target drilled to test this basin.

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MEC Resources Ltd 2007 Annual Report

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Company Focus and Developments

PEP 11 Prospects & Leads

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Baleen
Prospect
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Bounty has previously reprocessed seismic and aeromagnetic data to mature the mapping in the area. The prospectivity of the northern sector has been further enhanced by the confirmation of the presence of apparent ongoing hydrocarbon seeps. Originally detected on 1996 satellite imagery, a repeat analysis of 1998 and 2001 images again identified apparent seeps directly over the main prospect. The total depth of a well to test this prospect would be approximately 1,600 metres.

In 2004, a 1,460km Baleen 2D Seismic Survey was conducted in the northern sector of the permit. This was the first seismic data to be acquired in the area for over 13 years. The data confirms the presence and extent of the Baleen prospect. The Company is currently negotiating to secure a rig slot with the view to drilling the 1.6 TCF (P10 recoverable) Baleen prospect as soon as possible.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

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Central Australia – Amadeus, Pedirka, Basins

MEC investee Advent Energy Limited has signed an MOU with Central Petroleum Ltd to Farm-in to a portfolio of Permits in central Australia. The Permits form a highly prospective portfolio of under explored onshore acreage, with a variety of exploration plays spread over a number of large basins, one of which hosts producing fields. The MOU is being advanced to a formal Farmin Agreement, whereby Advent will have the option to earn 20% of petroleum pools drilled and 20% of the underlying permits by funding at the 40% level up to 3 wells and $3 million of seismic in each permit.

As part of its investment and exploration strategy, MEC Resources has invested A$1.25 million into Central Petroleum at a price of 20 cents each to receive 6.25 million shares. MEC also acquired options on a one for two basis with a subscription price of 2.5 cents, an exercise price of 25 cents and an expiry date of 2010.

Through Central, Advent will be accessing a portfolio with over 250 million km2 of permits and applications over four highly prospective basins, 200

prospects and leads (Neoproterozoic to Jurassic), an average of one well per 1.2 million acres, coal bed methane potential, oil, gas and helium targets and Gas to Liquid options.

Prospects have been identified to be drilled following recent acquisitions of some additional seismic data in 2007, including Johnstone-A (oil), Mt. Kitty-A (gas), Ooraminna (gas appraisal) and Waterhouse (gas appraisal). These latter appraisals have previously been drilled. Ooraminna-1 was the first well drilled in the basin (1963), flowed gas to surface but was not followed up with appraisal. Previous Waterhouse wells have not penetrated the principal objective formation, although one produced minor gas to surface.

There is also significant CBM potential in Pedirka Basin; 34-70 TCFG recoverable from Permian and Triassic formations.

The focus is on early cash flow from oil in the Blamore, Avalon and Johnstone Prospects. There is a six well programme over next 12-18 months targeting upside of 300 MMbbl oil, 3.4 TCFG with condensate and 105 BCF helium recoverable prospective resources.

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MEC Resources Ltd 2007 Annual Report

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Company Focus and Developments

Helium Potential

An additional dimension to the exploration play in the eastern Amadeus is provided by the well Magee1, which flowed helium at a concentration of 6.2%. The Mt Kitty Prospect will test the same formation, the Heavitree Quartzite reservoir sealed by salt, and any gas accumulation found to be present might also be expected to contain elevated levels of helium. On a volume basis, helium is at least an order of magnitude more valuable than hydrocarbon gas, and the marketing of any such discovered helium has been foreshadowed under a Memorandum of Understanding with BOC Global Helium Inc.

Helium is regarded as a valuable commodity and has many specialised uses, including applications in arc welding, air missiles, cooling in nuclear reactors, diving, cryogenics, heart surgery and helium/neon lasers.

One of the prospects that Central plans to drill, the Mt Kitty Prospect, has potentially recoverable hydrocarbons at “high” estimate of up to 1.7 TCFG and the play type targeted by this prospect is regarded as being directly analogous to the Heavitree Quartzite play drilled at Magee No. 1 in 1992 which contained up to 6.2% helium on test which had been sealed effectively by salt of the Gillen Member of the Bitter Springs Formation.

Many commercial extracts of helium from hydrocarbons take place with concentrations of as little as 0.3% or higher.

Coal Bed Methane Gas Potential

Advent and future Farmin partner Central are investigating potential for the large-scale production of gas from unconventional coal bed methane (CBM) prospective resources in the Pedirka Basin which may host appreciable thicknesses of coal and carbonaceous shales in the Permian, Triassic and Jurassic. From an independent report by Mulready Consulting Services Pty Ltd:

  • it is estimated that an Original Gas In Place (OGIP) Prospective Resource of approximately 25.4 TCF of CBM could be present in Advent’s/ Central’s recently acquired Pedirka Basin acreage in Permit areas EP 105, 106 and 107. Of this, some 17.1 TCF is believed to be hosted in the Permian aged Purni Formation of the Pedirka Basin sequence and some 8.3 TCF is thought

to be present in the Triassic aged Peera Peera Formation of the overlying Simpson Desert Basin sequence. As detailed in an earlier report on EP 93, EPAs 130 & 131 and PELA 77, the corresponding value for the company’s previously held four tenements is 67.4 TCF. Hence, the relevant OGIP values for the Company’s 7 Pedirka Basin permits in prospective resources is 92.8 TCF.

  • It is thought that the total estimated recoverable prospective hydrocarbon resource possibly hosted in EPs 105, 106 and 107 in the “low”, “best”, and “high” deterministic cases are 9, 13 and 19 TCF assuming recoveries of 35%, 50% and 75%, respectively. The corresponding values for EP 93, EPAs 130 & 131, and PELA 77 are 25, 34 and 51 TCF respectively. Hence the relevant values of recoverable prospective resources for all of the Company’s Pedirka Basin blocks are 34, 47 and 70 TCF.

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South Australia – Cooper Basin

Advent has a conditional farm-in agreement to acreage in the South Australian Cooper Basin with Victoria Petroleum N.L., Impress Energy Ltd and Roma Petroleum N.L. The agreement covers the Typhoon and Catalina blocks in Petroleum Exploration Licenses (“PEL’s”) 104 and 111 situated in the western Cooper basin of South Australia. The conditional agreement enables Advent to earn up to a 50% interest in the Catalina and Typhoon blocks in these PEL’s.

The Advent Farmin provides Advent with the right to participate in four wells with the Victoria Petroleum led Joint Venture in the prospects present in the PEL

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

104 Typhoon Block and PEL 111 Catalina Block. These Permian prospects are very similar in nature to those being successfully drilled immediately to the south in the adjacent permit PEL 106 by the Great Artesian Oil and Gas Limited Joint venture with exploration drilling success rates of over 50%. By analogy, similar exploration success rates could be achieved in the Typhoon and Catalina blocks.

Advent must elect by 30 November 2007 whether to pay 100% of costs (approx $3M) of drilling one Permian well, with drilling to commence by March 2008 to earn a 25% participating interest in the Farmin Area and 50% participating interest in any Petroleum Production Licence granted arising from the work. Advent can elect to earn a 50% interest by paying 100% of a second well that must be drilled by May 2008.

Northern Territory/Western Australia – Bonaparte Basin

Advent Energy has acquired a spread (EP 386 and RL 1) of acreage in the onshore Bonaparte basin in Northern Australia. The Bonaparte Basin is a hydrocarbon-bearing sedimentary basin straddling the border between the Northern Territory (NT) and Western Australia (WA). Most of the basin is located offshore, covering 250,000 square kilometres, compared to just over 20,000 square kilometres onshore.

Advent Energy has acquired 100% of Exploration Permit EP 386 (4,760 square kilometres in area) which covers the entire Western Australian section of the onshore Bonaparte Basin. Since 1960 twelve wells have been drilled in or near EP 386 and only sixteen in the whole of the onshore basin. Although no commercial fields have yet been discovered, six exploration wells are classified as gas discoveries. The tenements contain five sub-commercial gas fields which could be advanced to commercial status with additional work, in particular the Garimala Gas Field which may have an areal extent of more than 10km2 and could trap more than 25 BCF OGIP. The main exploration target has been sandstone within a late Devonian-early Carboniferous sequence. This thick marine shale dominated sequence is interpreted to be the main source rock sequence for the greater Bonaparte Basin, including the offshore portion where gas resources have been identified.

Three modest gas discoveries have been made along the western edge of the basin, in an area characterised by a structural-stratigraphic trapping and active migration known as the Waggon Creek Embayment. In EP 386 the three main discoveries made so far, Vienta, Waggon Creek and Bonaparte, contain possible recoverable gas resources of 8 BCF, 12 BCF and 4 BCF, respectively.

In the NT, Advent has acquired 100% of Retention Lease RL-1 (166 square kilometres in area), which covers the Weaber Gas Field and two related prospects, Weaber North and Weaber Southwest. The Weaber Gas Field was discovered in 1985 but has not been brought into production. Estimated recoverable resources at the Weaber Gas Field are 1 BCF gas with a further 3.5 BCF gas possible in the Weaber North and Weaber Southwest prospects. Advent is considering the use of fraccing, horizontal drilling or under balanced drilling to enhance well productivity.

Western Australia – Exmouth SubBasin, and Northern Perth Basin

The Company has also acquired an 8.3% interest in a shallow, near shore permit in the Exmouth sub-Basin region of the Carnarvon Basin, which contains the undeveloped 15 - 21 billion cubic feet Rivoli Gas Field discovery with its 11 metre gas column within the Birdrong Sandstone, a prolific hydrocarbon producer in the Carnarvon Basin. The Royal Australian Navy and the permit operator are currently undertaking an independent Front End Engineering Design (FEED) study to supply fuel gas (8 PJ of gas over 20 years) to the Harold E Holt Naval Facility in Exmouth, WA.

The 100% Advent owned EP 419 covers 559km2 on the north eastern side of the Perth Basin about 10km east of the Beharra Springs Gas Field. Several sub-commercial hydrocarbon discoveries have been made nearby and recent oil discoveries at Hovea1, Jingemia-1 and Eremia-1 and gas discoveries at Xyris-1, Apium-1 and Taratula-1 have significantly upgraded the northern part of the Perth Basin. This area is served by two gas pipelines to the domestic and industrial market of Perth and linked by good roads and railway to the oil refinery and Kwinana located south of Perth, less than 400km from the Permit.

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MEC Resources Ltd 2007 Annual Report

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Directors' Report

The directors of MEC Resources Ltd present their report on the company for the financial year ended 30 June 2007.

Directors

The names of directors in office at any time during or since the end of the year are:

H Goh (appointed 17 November 2006) S K Yap D L Breeze C R Murphy K O Yap C T Lim

Company Secretary

Mr David Leslie Breeze held the position of Company Secretary at the end of the financial year. Mr Breeze was appointed Company Secretary on 20 April 2005. Full details of his qualifications and experience can be found in the information on directors section of the directors’ report.

Principal Activities

MEC Resources (*MEC) is registered as a Pooled Development Fund under the Pooled Development Fund Act (1992). It has been formed to invest into exploration companies that are targeting potentially large energy and mineral resources.

MEC will provide carefully selected companies in the energy and mineral exploration sectors with development and exploration funding. MEC intends to identify investment opportunities with a number of specific characteristics including: large targets; a stage of development that permits a strategic investor or PO within several years; strong and experienced management team and a definitive competitive advantage.

MEC is initially working to develop investment opportunities in PEP 11 (offshore Sydney Basin Gas prospect) and Advent Energy

Advent Energy -Oil and Gas

MEC Resources Ltd is acquiring a controlling interest in the unlisted energy explorer Advent Energy Pty Ltd by funding the company with an initial $1,000,000.

Advent Energy has assembled a range of hydrocarbon permits which contain near term production opportunities with pre-existing infrastructure and exploration upside. It intends to undertake development activities on the tenement package with a view to supplying electrical power generation, gas and diesel markets by developing and value-adding to its oil and gas resources.

Advent Energy is actively seeking further oil and gas permits to include in its portfolio, and after completing negotiations will seek a listing of its securities.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Operating Results

Operating loss for the consolidated entity after tax for the year was $765,217 (2006: $106,981)

Dividends

The Directors recommend that no dividend be paid in respect of the current period and no dividends have been paid or declared since the commencement of the period.

Financial Position

The net assets of the consolidated entity have decreased by $307,369 to $3,918,359 at 30 June 2007. This has resulted primarily from the increase in capitalised exploration costs together with results from normal commercial activities. The consolidated entity also raised $405,094 from a pro-rata renounceable rights issue in January 2007. Conversion of options raised an additional $15,420.

Significant Changes In State Of Affairs

During the financial year there were no significant changes in the state of affairs of the entity other than that referred to in the financial statements or notes thereto.

After Balance Date Events

The Company raised $1,503,000 from a Shareholder Share Purchase Plan (SSPP). It also invested $1,250,000 in Central Petroleum at 20 cents per share through an underwriting.

Investee Advent Energy Ltd has entered into 2 farmin arrangements with Central Petroleum Ltd and Victoria Petroleum Ltd.

Other than referred to there have not been any matters or circumstance that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years.

Future Developments

The entity will continue to develop its investee portfolio projects including PEP11 and Advent Energy Ltd and will evaluate and invest in a range of resource projects.

Likely Developments

Likely developments which may prejudice the Company by disclosure have not been disclosed.

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MEC Resources Ltd 2007 Annual Report

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Directors' Report

Information on Directors

H Goh – Appointed 17 November 2006 Non-Executive Chairman – Age 52

Shares held – nil, Listed Options held – nil, Unlisted Options held - nil

Mr Goh was formerly President of Network and Infrastructure Solutions, a division of Schlumberger Limited, based in London with revenue in excess of US$1.5 billion. He had global responsibility of Schlumberger’s outsourcing services, security, business continuity and networked related business units.

Prior to that, Hock was President of Schlumberger Asia based in Beijing, China where he managed their Asian operations consisting of a broad range of services including oil field services, outsourcing, financial software and smartcards. Hock was responsible for US$800 million in revenue and more than 2,000 employees spread across 17 countries.

In his 25 year career with Schlumberger, Hock held several other field and management responsibilities in the oil and gas industry spanning more than ten countries in Asia, the Middle East and Europe. Hock started as an oil field service engineer in Indonesia in 1980 before moving to Australia where he worked on the rigs in Roma, Queensland, Bass Strait in Victoria and the Northwest Shelf, offshore Western Australia.

Mr Goh is also an operating partner with Baird Capital Partners, the U.S. based buyout fund of Baird Private Equity, providing change-of-control and growth capital to middle-market companies. Baird Private Equity has raised and managed $1.7 billion in capital.

Hock is the Chairman of Netgain Systems, a network monitoring software provider. He also serves on the Board of Xaloy Holdings, a US based steel components manufacturer for the plastic industry, as well as an independent director of THISS Technologies Pte Ltd, a Singapore based satellite communication provider. He received his B Eng (Hons) in Mechanical Engineering from Monash University, Australia. He also completed an Advanced Management Program at INSEAD/ France in 2004.

S K Yap Non-Executive Director – Age 52

Shares held – 2,382,250, Listed Options held – 2,382,250, Unlisted Options held – 3,000,000

After graduating from Kyoto University, Seng Yap was employed by Schlumberger Limited, working in international Oil & Gas exploration projects across Asia, Australia and New Zealand. He worked as an International Staff Engineer at various Schlumberger onshore and offshore locations in Indonesia, Brunei, Japan, Australia, New Zealand and Papua New Guinea. He was Engineer in charge of land operations in Western Australia, and worked in Brunei as Engineer-in-Charge.

Seng was head of the joint venture between the NSW Investment Corporation and the venture capital operation of Daiwa Securities. He was Executive Director of Daiwa Securities Australia Limited and was instrumental in the establishment of the Australian stockbroking operations for the company.

Seng also worked as a senior advisor to leading venture capital groups and multi-nationals in Australia, Japan and China, advising on corporate, investment and development strategies. Mr Yap, in his former investment banker role, was the leader in a series of transactions worth in excess of AU$500 million. He has also been on the Board of several resort management companies.

Seng is currently a Director on the Board of a Japanese Coca-Cola Bottler with an annual turnover of about one billion dollars. He is also a Director for ASX listed Grandbridge Ltd and a number of unlisted companies in Australia, Japan and China. Mr Yap was also an Associate of the Securities Institute of Australia and a Fellow of the Australian Institute of Company Directors.

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ENERGY MINERALS EXPLORATION

D L Breeze Executive Director and Company Secretary – Age 54

Shares held – 5,022,151, Listed Options held – 5,006,252, Unlisted Options held – 3,000,000

David has extensive experience in transaction structuring, corporate advisory and funding for listed and unlisted companies and has held executive, consulting and/or board positions across a range of stockbroking companies in Australia including Daiwa Securities, Eyres Reed McIntosh and BNZ North’s.

David Breeze has provided capital raising, valuation and corporate advisory services for a wide ranging group of resources companies including Independent Experts reports for asset valuation under the provisions of the Australian Securities Exchange Rules and Corporations Law. The advisory function included advice on corporate structure, ASX listing rules and the structuring and running of IPO’s. He has also published in the Australian Securities Industry Journal on resource valuation.

David has worked on the structuring, capital raising and public listing of over 80 companies involving in excess of $250M. These capital raisings covered a diverse range of areas including oil and gas, gold, biotechnology and manufacturing. David Breeze is Chairman of Grandbridge Ltd, a publicly listed investment and advisory company and BioPharmica Ltd an ASX listed biotechnology commercialization business.

He holds a Bachelor of Economics and a Masters of Business Administration (MBA) and is a Member of the Australian Institute of Management, an Affiliate member of the Securities Institute of Australia and a Fellow of the Institute of Company Directors of Australia.

C R Murphy Executive Director – Age 35

Shares held – 3,850,000, Listed Options held – 1,000,000, Unlisted Options held – 3,000,000

Charles has been an advisor and Director for a broad spectrum of companies in resources, energy, healthcare and financial services. He regularly provides strategic input and advice on corporate strategic planning, transaction structuring partnership sourcing and joint ventures.

Charles has previously held Directorships and senior management positions incorporating business and corporate development within VC and private equity funded companies and has experience in the strategic marketing of mining and technology products to the Asia Pacific region.

Charles has held positions on the boards of a number of Australian Securities Exchange listed and private unlisted companies. He is also actively involved in the start-up development, structuring and listing of companies onto the Australian Securities Exchange.

Charles currently serves as a Director of ASX listed investment and advisory company Grandbridge Ltd, ASX listed biotechnology commercialization business BioPharmica Ltd and a number of private emerging growth companies.

Charles holds a Bachelor Degree in Asian Studies and Marketing and a Masters Degree in Business Administration.

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MEC Resources Ltd 2007 Annual Report

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Directors' Report

K O Yap

Non-Executive Director – Age 45

Shares held – 2,000,000, Listed Options held – 2,000,000, Unlisted Options held – nil

K.O Yap has over 16 years experience in investment banking. Prior to establishing Eton Advisory Services Ltd, Mr. Yap was Head of Corporate Finance at Daiwa Securities (H.K.) Ltd. and Executive Director at Alta Financial Group. His career took him from general audit, computer audit and corporate advisory with Ernst & Young in London to investment banking with Barclays de Zoete Wedd Asia Ltd. and then Daiwa Securities (H.K.) Ltd.

His extensive experience covers all aspects of corporate finance, advisory, M&A and capital raisings throughout Asia. These include privatisation, listing and public offerings from the PRC (Northeast Electric, H-Share), Malaysia (Petronas Gas), Thailand (PTTEP); equity-linked issues from HK (Emperor International) and Thailand (Bangkok Land) and debt issues including a samurai bond for Wharf (H.K.).

Mr. Yap also has extensive experience in mergers and acquisitions (and related restructurings) with transactional experience in Thailand, Indonesia, Malaysia, Hong Kong and China.

Mr. Yap a graduate from the London School of Economics, in 1984, is also a fellow of the Institute of Chartered Accountants in England and Wales.

C T Lim

Non-executive Director – Age 52

Shares held – 2,000,000, Listed Options held – 1,666,667, Unlisted Options held – nil

Mr Lim is a founder and director of Encus International Pte Ltd, a contract design and manufacturing company. Mr Lim was also the Chief Executive of Xpress Holdings Ltd during the period from 2001 to August 2005 and its Group Managing Director in 2000. He is currently an Executive Director of Manufacturing Integration Technology Ltd.

For 20 years Mr Lim was with the Singapore Economic Development Board and held various positions with responsibilities for promoting and developing venture capital, mergers and acquisitions, engineering industries, local enterprises, skills training, automation and overseas investments. This included a period as a Director for the Enterprise Development Division of the Singapore Economic Development Board.

Mr Lim is also involved with several listed and private companies in Singapore.

He is an Independent and Non-Executive Director on the boards of FibreChem Technologies Ltd, Metal Component Engineering Ltd, Rotol Singapore Ltd, all of which are listed on the Singapore Exchange. In addition, he sits on the Boards of GRN Singapore Pte Ltd and Atlas Vending Pte Ltd.

In the academic area, Mr Lim is a member of the Board of Governors of Nanyang Polytechnic in Singapore.

Mr Lim holds a Bachelor of Science (Honours) Degree in Mechanical Engineering from the University of Leeds and a Diploma in Business Administration from the National University of Singapore. In addition, Mr Lim attended the Program for Management Development at Harvard Business School.

12

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Remuneration Report

This report details the nature and amount of remuneration for each director of MEC Resources Ltd, and for the executives receiving the highest remuneration.

Remuneration Policy

The remuneration policy of MEC Resources Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the economic entity’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the economic entity, as well as create goal congruence between directors, executives and shareholders.

The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the economic entity is as follows:

  • The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was approved by the board after seeking professional advice from independent external consultants.

  • All executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.

  • The Board reviews executive packages annually by reference to the economic entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.

The performance of executives is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the economic entity’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.

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

The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to directors and executives is valued at the cost to the company and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the economic entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the employee option plan.

13

MEC Resources Ltd 2007 Annual Report

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Directors' Report

Details of Remuneration for the year ended 30 June 2007

The remuneration for each director and each of the executive officers of the consolidated entity receiving the highest remuneration during the year was as follows:

2007

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

Key Management Short-term Post-employment
Person Benefits Benefits
Cash,
Salary and Director Non-cash
Fees fees benefit Other Superannuation
H Goh - - - - -
S K Yap - 10,000 - - -
D L Breeze 65,000 16,666 - - -
C R Murphy 65,000 25,000 - - -
K O Yap - - - - -
C T Lim - - - - -
2007
% of Total
Key Management Long-term Share-based remuneration
Person Benefits payment Total paid in Options
Other Equity Options $ %
H Goh - - - - -
S K Yap - - 16,667 26,667 62.50
D L Breeze - - - 81,666 -
C R Murphy - - - 90,000 -
K O Yap - - - - -
C T Lim - - 16,667 16,667 100.00
2006
Key Management Short-term Post-employment
Person Benefits Benefits
Cash, Cash
Salary and profit Non-cash
Fees share benefit Other Superannuation
S K Yap - - - - -
D L Breeze 10,833 - - - -
C R Murphy 10,833 - - - -
K O Yap - - - - -
C T Lim - - - - -
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14

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

2006 - continued

Key Management
Person
Long-term
Benefits
Share-based
payment
Total % of Total
remuneration
paid in Options
Other Equity
Options
$ %
S K Yap - - - - -
D L Breeze - - - 10,833 -
C R Murphy - - - 10,833 -
K O Yap - - - - -
C T Lim - - - - -

The company has agreements with Hebex Pty Ltd and Trandcorp Pty Ltd on normal commercial terms procuring the services of Charles Murphy and David Breeze respectively. Each of these agreements is at the rate of $65,000 per annum, commencing from the time of receiving listing approval. Board payments may be made up to a level of $250,000 per annum. Payments are to be made at up to $25,000 per annum per director commencing in 2007.

Options and Rights Holdings

Number of Unlisted Options Held by Key Management Personnel

Balance
1.7.2006
Granted as
Compensation
Options
Exercised
Net
Change
Other
Balance
30.6.2007
Total
Vested
30.6.2007
Total
Exercisable
30.6.2007
H Goh - - - - - - -
S Yap 3,000,000 - - - 3,000,000 3,000,000 3,000,000
D Breeze 3,000,000 - - - 3,000,000 3,000,000 3,000,000
C Murphy 3,000,000 - - - 3,000,000 3,000,000 3,000,000
K Yap - - - - - - -
C Lim - - - - - - -

Options and Rights Holdings

Number of Listed Options Held by Key Management Personnel

Balance
1.7.2006
Received as
Compensation
Options
Exercised
Net
Change
Other
Balance
30.6.2007
H Goh - - - - -
S Yap - 1,666,667 - 715,583 2,382,250
D Breeze - - - 5,006,252 5,006,252
C Murphy - - - 1,000,000 1,000,000
K Yap - - - 2,000,000 2,000,000
C Lim - 1,666,667 - - 1,666,667

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

15

MEC Resources Ltd 2007 Annual Report

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Directors' Report

Shareholdings

Number of Shares Held by Key Management Personnel

Balance
1.7.2006
Received as
Compensation
Options
Exercised
Net
Change
Other
Balance
30.6.2007
H Goh - - - - -
S K Yap 2,382,250 - - - 2,382,250
D L Breeze 5,022,151 - - - 5,022,151
C R Murphy 3,850,000 - - - 3,850,000
K O Yap 2,000,000 - - - 2,000,000
C T Lim 2,000,000 - - - 2,000,000

Employment contracts of directors and senior executives

The employment conditions of the executive director and specified executives are formalised in contracts of employment. The directors are permanent employees of MEC Resources Ltd. The employment contracts stipulate a six month resignation period. The company may terminate an employment contract without cause by providing six months written notice or making payment in lieu of notice, based on the individual’s annual salary component together with a redundancy payment of six months of the individual’s fixed salary component. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct the company can terminate employment at any time. Any options not exercised before or on the date of termination will not lapse.

Meetings of Directors

During the financial year, three meetings of directors (including committees of directors) were held. Attendances by each director during the year were:

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

Directors’ Meetings
Number eligible to attend Number attended
----- End of picture text -----

H Goh 1 1
S K Yap 4 3
D L Breeze 4 4
C R Murphy 4 4
K O Yap 4 3
C T Lim 4 4

Indemnifying Officers or Auditors

During or since the end of the financial year the company has not given an indemnity or entered an agreement to indemnify, but has paid or agreed to pay insurance premiums.

Options

At the date of this report, the unissued ordinary shares of MEC Resources Ltd under option are as follows:

Grant Date Date of Expiry Exercise Price Number Under Option
18/05/2006 1/12/2010 $0.21 9,000,000
17/04/2007 1/12/2007 $0.20 41,499,588

16

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

On 24 January 2007 the Company issued 36,954,588 listed options and raised $369,545 via a pro-rata entitlements issue. On 17 April 2007 the Company completed a placement of the shortfall in the pro-rata entitlements by the issue of 4,635,000 to non-related parties which raised $46,350.

90,000 options were converted to ordinary shares during the year ended 30 June 2007.

During the year ended 30 June 2007 , no ordinary shares of MEC Resources Ltd were issued on the exercise of options granted under the MEC Resources Ltd Employee Option Plan. No amounts are unpaid on any of the shares.

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Proceedings on Behalf of Company

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

Non-audit Services

The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

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

  • the nature of the services provided do not compromise the general principles relating to auditor independence as set out in the Institute of Chartered Accountants in Australia and CPA Australia’s Professional Statement F1: Professional Independence.

No fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2007.

Auditor’s Independence Declaration

The lead auditor’s independence declaration for the year ended 30 June 2007 has been received and can be found on page 24.

Signed in accordance with a resolution of the Board of Directors.

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David Breeze Director

Dated this 28th day of September 2007

17

MEC Resources Ltd 2007 Annual Report

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Corporate Governance

The Board of Directors of MEC Resources Limited (“MEC or “the Company”) is responsible for the corporate governance of the economic entity. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines and accountability as the basis for the administration of corporate governance.

Corporate Governance Disclosures

The Board and management are committed to corporate governance and to the extent that they are applicable to the Company have followed the “Principles of Good Corporate Governance and Best Practice Recommendations” issued by the Australian Securities Exchange (“ASX”) Corporate Governance Council.

Composition of the Board

The composition of the Board is determined in accordance with the following principles and guidelines:

  • the Board should comprise a majority or at least 50% of the Board will be independent non-executive directors;

  • the Board should of at least one director with an appropriate range of qualifications and expertise; and

  • the Board shall meet at regular intervals and follow meeting guidelines set down to ensure all directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.

When a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the service of a new director with particular skills, the Board selects a candidate or panel of candidates with the appropriate expertise.

The Board then appoints the most suitable candidate, who must stand for election at the next general meeting of shareholders. The Company does not have a formal Nomination Committee.

Remuneration and Nomination Committees

The Company does not have a formal Remuneration or Nomination Committees. The full Board attends to the matters normally attended to by a Remuneration Committee and a Nomination committee. Remuneration levels are set by the Company in accordance with industry standards to attract suitable qualified and experienced Directors and senior executives.

Audit Committee

The Company does not have a formal Audit Committee. The full Board carried out the functions of an Audit Committee. Due to the status of the Company and the relatively straight forward accounts of the Company the Directors believe that at the moment there would be no additional benefits obtained by establishing such a committee. The Board follows the Audit Committee Charter, a copy of which is available on request.

18

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Board Responsibilities

As the Board acts on behalf of and is accountable to the shareholders, it seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.

The responsibility for the operation and administration of the economic entity is delegated by the Board to the Chief Executive Officer. The Board ensures that the Chief Executive Officer is appropriately qualified and experienced to discharge his responsibilities, and has in place procedures to assess the performance for the Company’s officers, employees, contractors and consultants.

The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. It has a number of mechanisms in place to ensure this is achieved, including the following:

  • Board approval of a strategic plan, designed to meet shareholder needs and manage business risk;

  • Implementation of operating plans and budgets by management and Board monitoring progress against budget;

  • Procedures to allow directors, in the furtherance of their duties, to seek independent professional advice at the Company’s expense.

Monitoring Of The Board’s Performance

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is to be reviewed annually by the chairperson. Directors whose performance is unsatisfactory are asked to retire.

Best Practice Recommendation

Outlined below are the 10 Essential Corporate Governance Principles as outlined by the ASX and the Corporate Governance Council. The Company has complied with the Corporate Governance Best Practice Recommendations except as identified below.

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

Action taken and reasons
if not adopted
----- End of picture text -----

Recognise and publish the respective roles and
responsibilities of the board and management
Principle 1: Lay solid foundation for management and
oversight
1.1
Formalise and disclose the functions reserved to the
Board and those delegated to management
Adopted

19

MEC Resources Ltd 2007 Annual Report

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Corporate Governance

Best Practice Recommendation (continued)

==> picture [427 x 31] intentionally omitted <==

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

Action taken and reasons
if not adopted
----- End of picture text -----

Have a board of an effective composition, size and
commitment to adequately discharge its responsibilities
and duties
Principle 2: Structure the board to add value
2.1
A majority of the Board should be independent
2.2
The chairperson should be an independent director
2.3
The roles of chairperson and chief executive officer
should not be exercised by the same individual
2.4
The board should establish a nomination committee
2.5
Provide the information indicated in ‘Guide to
reporting on Principle 2’
Adopted except as follow:-
2.4 The Company is not of a size
at the moment that justifies having
a separate Nomination Committee.
However, matters typically dealt with
by such a committee are dealt with by
the Executive Committee.
Actively promote ethical and responsible decision-
making
Principle 3: Promote ethical and responsible decision-making
3.1
Establish a code of conduct to guide the directors,
the chief executive officer (or equivalent), the chief
financial officer (or equivalent) and any other key
executives as to:
3.1.1 the practices necessary to maintain confidence
in the Company’s integrity
3.1.2 the responsibility and accountability of
individuals for reporting or investigating
reports of unethical practices
3.2
Disclose the policy concerning trading in Company
securities by directors, officers and employees
3.3
Provide the information indicated in ‘Guide to
Reporting on Principle 3’
Adopted

20

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

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

Action taken and reasons
if not adopted
----- End of picture text -----

Have a structure in place to independently verify and
safeguard the integrity of the Company’s financial
reporting
Principle 4: Safeguard integrity in financial reporting
4.1
Require the chief executive officer (or equivalent)
and the chief financial officer (or equivalent) to state
in writing to the Board that the Company’s financial
reports present a true and fair view, in all material
respects, of the Company’s financial condition and
operational results and are in accordance with relevant
accounting standards.
4.2
The Board should establish an audit committee
4.3
Structure the audit committee so that it consists of:
•Only non-executive directors
•A majority of independent directors
•An independent chairperson who is not the
chairperson of the Board
•At least three members
4.4
The audit committee should have a formal operating
charter
4.5
Provide the information indicated in the ‘Guide to
reporting on Principle 4’
Adopted except as follows:-
4.2 & 4.3 The Company does not
have a separate Audit Committee. The
full Board carries out the functions
of an Audit Committee. Due to
the status of the Company and the
relatively straight forward accounts of
the Company , the Directors at the
moment can see no additional benefits
to be obtained by establishing such
a committee. The Board follows the
Audit Committee Charter, a copy of
which is available on request.
Promote timely and balanced disclosure of all material
matters concerning the Company
Principle 5: Make timely and balanced disclosure
5.1
Establish written policies and procedures designed to
ensure compliance with ASX Listing Rule disclosure
requirements and to ensure accountability at a senior
management level for that compliance
5.2
Provide the information indicated in the ‘Guide to
reporting on Principle 5’
Adopted

21

MEC Resources Ltd 2007 Annual Report

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Corporate Governance

Best Practice Recommendation (continued)

==> picture [427 x 31] intentionally omitted <==

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

Action taken and reasons
if not adopted
----- End of picture text -----

Respect the rights of shareholders and facilitate the
effectiveness of those rights
Principle 6: Respect the rights of shareholders
6.1
Design and disclose a communications strategy to
promote effective communication with shareholders
and encourage effective participation at general
meetings.
6.2
Request the external audit to attend the annual general
meeting and be available to answer shareholder
questions about the audit and the preparation and
content of the auditor’s report
Adopted
Establish a sound system of risk oversight and
management and internal control
Principle 7: Recognise and manage risk
7.1
The Board or appropriate Board committee should
establish policies on risk oversight and management
7.2
The chief executive officer (or equivalent) and the
chief financial officer (or equivalent) should state to
the Board in writing that:
7.2.1 the statement given in accordance with best
practice recommendation 4.1 (the integrity
of financial statements) is founded on a sound
system of risk management and internal
compliance and control which implements
the policies adopted by the Board
7.2.2 the Company’s risk management and internal
compliance and control system is operating
efficiently and effectively in all material
respects.
7.3
Provide the information indicated in the ‘Guide to
reporting on Principle 7’
Adopted

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

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

Action taken and reasons
if not adopted
----- End of picture text -----

Fairly review and actively encourage enhanced board
and management effectiveness
Principle 8: Encourage enhanced performance
8.1
Disclose the process for performance evaluation of
the Board, its committees and individual directors,
and key executives
Adopted
Ensure that the level and composition of remuneration
is sufficient and reasonable and that its relationship to
corporate and individual performance is defined
Principle 9: Remunerate fairly and responsibly
9.1
Provide disclosure in relation to the Company’s
remuneration policies to enable investors to understand
(i) the cost and benefits of these policies and (ii) the
link between remuneration paid to directors and key
executives and corporate performance.
9.2
The Board should establish a remuneration
committee
9.3
Clearly distinguish the structure of non-executive
directors’ remuneration from that of executives
9.4
Ensure that payment of equity-based executive
remuneration is made in accordance with thresholds
set in plans approved by shareholders
Adopted except as follows:-
9.2 The Company is not of a size
that justifies having a separate
Remuneration Committee. However,
matters typically dealt with by such
committee are dealt with by the full
Board.
Recognise the legal and other obligations of all legitimate
stakeholders
Principle 10: Recognise the legitimate interest of stakeholders
10.1
Establish and disclose a code of conduct to guide
compliance with legal and other obligations to
legitimate stakeholders
Adopted

23

MEC Resources Ltd 2007 Annual Report

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Auditor's Independence Declaration

==> picture [215 x 61] intentionally omitted <==

To The Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

This declaration is made in connection with our audit of the financial report of MEC Resources Limited and controlled entities for the year ended 30 June 2007 and in accordance with the provisions of the Corporations Act 2001.

==> picture [83 x 206] intentionally omitted <==

We declare that, to the best of our knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

  • no contraventions of the Code of Professional Conduct of the Institute of Chartered Accountants in Australia in relation to the audit.

Yours faithfully

==> picture [153 x 45] intentionally omitted <==

RIX LEVY FOWLER Audit & Corporate Pty Ltd

==> picture [139 x 53] intentionally omitted <==

RANKO MATIC Director

DATED at PERTH this 28th day of September 2007

24

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Financial Statements Financial Statements 07

25

MEC Resources Ltd 2007 Annual Report

==> picture [271 x 35] intentionally omitted <==

Income Statement

for the year ended 30 June 2007

Note
Revenue
2
Administration expenses
Consulting and Legal expenses
Depreciation and amortisation expense
Employee expenses (director fees)
Prospectus expenses
Service Fees
Traveling expenses
Other expenses from ordinary activities
Loss Before Income Tax
Income tax expense
Loss from continuing operations
Loss for the year
Loss attributable to members of the
parent entity
Earnings Per Share –
Basic earnings per share (cents per share)
5
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
105,971
21,735
112,686
21,735
(83,203)
(14,132)
(82,429)
(14,132)
(308,427)
(73,819)
(308,427)
(73,819)
(110)
-
(110)
-
(140,625)
-
(140,625)
-
(30,739)
(916)
(30,739)
(916)
(216,000)
(18,000)
(216,000)
(18,000)
(54,750)
(9,953)
(54,750)
(9,953)
(37,334)
(11,896)
(37,334)
(11,896)
(765,217)
(106,981)
(757,728)
(106,981)
-
-
-
-
(765,217)
(106,981)
(757,728)
(106,981)
(765,217)
(106,981)
(757,728)
(106,981)
(765,217)
(106,981)
(757,728)
(106,981)
(1.466)
(1.837)

The accompanying notes form part of these financial statements.

26

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Balance Sheet as at 30 June 2007

Note
Current Assets
Cash and cash equivalents
6
Trade and other receivables
8
Total Current Assets
Non-Current Assets
Other non-current assets - loans
9
Capitalised exploration costs
10
Financial assets
11
Property, plant & equipment
12
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
13
Other financial liabilities
14
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
15
Option Reserve
Accumulated losses
Total Equity
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
3,027,592
4,213,588
3,026,798
4,213,588
192,005
51,524
191,153
51,524
3,219,597
4,265,112
3,217,951
4,265,112
-
37,158
-
37,158
686,270
-
26,965
-
148,360
-
808,422
-
1,740
-
1,740
-
836,370
37,158
837,127
37,158
4,055,967
4,302,270
4,055,078
4,302,270
137,608
50,352
129,230
50,352
-
26,190
-
26,190
137,608
76,542
129,230
76,542
137,608
76,542
129,230
76,542
3,918,359
4,225,728
3,925,848
4,225,728
4,349,560
4,332,709
4,349,560
4,332,709
440,997
-
440,997
-
(872,198)
(106,981)
(864,709)
(106,981)
3,918,359
4,225,728
3,925,848
4,225,728

The accompanying notes form part of the financial statements.

27

MEC Resources Ltd 2007 Annual Report

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Statement of Changes in Equity as at 30 June 2007

Balance at 1 July 2005
Shares issued during the financial year
Options issued during the financial year
Loss attributable to members of the
consolidated entity
Balance at 30 June 2006
Balance at 1 July 2006
Shares issued during the financial year
Options issued during the financial year
Transaction costs
Loss attributable to members of the
consolidated entity
Balance at 30 June 2007
Consolidated
Ordinary
Share
Capital
$
Accumulated
losses
$
Options
$
Total
$
-
-
-
-
4,332,709
-
-
4,332,709
-
-
-
-
-
(106,981)
-
(106,981)
4,332,709
(106,981)
-
4,225,728
4,332,709
(106,981)
-
4,225,728
18,900
-
-
18,900
-
-
440,997
440,997
(2,049)
-
-
(2,049)
-
(765,217)
-
(765,217)
4,349,560
(872,198)
440,997
3,918,359

28

MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Statement of Changes in Equity as at 30 June 2007

Balance at 1 July 2005
Shares Issued during the financial year
Options issued during the financial year
Loss attributable to members
of parent entity
Balance at 30 June 2006
Balance at 1 July 2006
Shares issued during the financial year
Options issued during the financial year
Transaction costs
Loss attributable to members
of parent entity
Balance at 30 June 2007
Company
Ordinary
Share
Capital
$
Accumulated
losses
$
Options
$
Total
$
-
-
-
-
4,332,709
-
-
4,332,709
-
-
-
-
-
(106,981)
-
(106,981)
4,332,709
(106,981)
-
4,225,728
4,332,709
(106,981)
-
4,225,728
18,900
-
-
18,900
-
-
440,997
440,997
(2,049)
-
-
(2,049)
-
(757,728)
-
(757,728)
4,349,560
(864,709)
440,997
3,925,848

The accompanying notes form part of these financial statements.

29

MEC Resources Ltd 2007 Annual Report

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Cash Flow Statement for the year ended 30 June 2007

Note
Cash Flows From Operating Activities
Payments to suppliers and employees
Payment for deferred exploration
expenditure
Interest received
Net cash used in operating
activities
16
Cash Flows From Investing Activities
Amounts from other entities
Payment for investments
Payment for property, plant and
equipment
Net cash used in investing
activities
Cash Flows From Financing Activities
Proceeds from capital raising
Proceeds from borrowings
Share issue costs
Net cash provided by financing
activities
Net increase (decrease) in Cash Held
Cash At the Beginning Of The
Financial Year
Cash At The End Of The
Financial Year
6
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
(818,261)
(103,698)
(825,013)
(103,698)
(686,270)
-
(26,965)
-
105,971
21,735
112,686
21,735
(1,398,560)
(81,963)
(739,292)
(81,963)
-
(37,158)
-
(37,158)
(148,360)
-
(808,422)
-
(1,850)
-
(1,850)
-
(150,210)
(37,158)
(810,272)
(37,158)
388,964
5,064,826
388,964
5,064,826
(26,190)
-
(26,190)
-
-
(732,117)
-
(732,117)
362,774
4,332,709
362,774
4,332,709
(1,185,996)
4,213,588
(1,186,790)
4,213,588
4,213,588
-
4,213,588
-
3,027,592
4,213,588
3,026,798
4,213,588

The accompanying notes form part of these financial statements.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Notes to the Financial Statements for the year ended 30 June 2007

1. Statement of Significant Accounting Policies

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers the consolidated group of MEC Resources Limited and controlled entities and MEC Resources Limited as an individual parent entity. MEC Resources Limited is a listed public company, incorporated and domiciled in Australia.

The financial report of MEC Resources Limited and controlled entities, and MEC Resources Limited as an individual parent entity comply with all International Financial Reporting Standards (IFRS) in their entirety.

The following is a summary of the material accounting policies adopted by the consolidated group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of Preparation

The accounting policies set out below have been consistently applied to all years presented.

Reporting Basis and Conventions

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, and financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Accounting Policies

Principles of Consolidation

A controlled entity is any entity MEC Resources Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities.

All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the consolidated group during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

Minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(a) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

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MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

1. Statement of Significant Accounting Policies - continued

(a) Income Tax (continued)

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

MEC Resources Ltd and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. MEC Resources Ltd is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidated group. The group notified the Australian Taxation Office on 30 June 2006 that it had formed an income tax consolidated group to apply from 30 June 2006. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

(b) Property, plant and equipment

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

Plant and equipment

Plant and equipment are measured on the cost basis.

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

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

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

Class of Fixed Asset

Plant and equipment

Depreciation Rate 33.33%

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ENERGY MINERALS EXPLORATION

(b) Property, plant and equipment - continued

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

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

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

(c) Exploration and Development Expenditure

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

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

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

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(d) Financial Instruments

Recognition

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Financial assets at fair value through profit and loss

A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.

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MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

(d) Financial Instruments (continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Held-to-maturity investments

These investments have fixed maturities, and it is the group's intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories.

Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.

(e) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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ENERGY MINERALS EXPLORATION

(f) Cash and Cash Equivalents

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

(g) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

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

(h) Goods and Services Tax (GST)

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

Receivables and payables in the balance sheet are shown inclusive of GST.

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

(i) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Critical accounting estimates and judgments

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

Key estimates — Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

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MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

Revenue
Operating activities
Interest revenue : other entities
Total revenue
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
105,971
21,735
112,686
21,735
105,971
21,735
112,686
21,735

2. Revenue

3. Key Management Personnel Compensation

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

Key Management Personnel

H Goh – Non-Executive Chairman (appointed 17 November 2006) D L Breeze – Executive Director C R Murphy – Executive Director S K Yap – Non-Executive Director K O Yap – Non-Executive Director C T Lim – Non-Executive Director

(b) Compensation Practices

The board's policy for determining the nature and amount of compensation of key management for the group is as follows:

The compensation structure for key management personnel is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the company. The contracts for service between the company and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement key management personnel are paid employee benefit entitlements accrued to date of retirement. Key management personnel are paid six months of salary in the event of redundancy Options not exercised before or on the date of termination do not lapse.

The employment conditions of the executive directors and other key management personnel are formalised in contracts of employment.

The employment contract stipulates a six month resignation period. The company may terminate an employment contract without cause by providing six months written notice or making payment in lieu of notice, based on the individual's annual salary component. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct the company can terminate employment at any time. Any options not exercised before or on the date of termination will lapse.

The Board determines the proportion of fixed and variable compensation for each key management personnel.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

(c) Key Management Personnel Compensation

2007

2007
Key Management Short-term Post-employment
Person Benefits Benefits
Cash, Salary
Director
Non-cash Other Superannuation
and Fees fees benefit
H Goh - - - - -
S K Yap - 10,000 - - -
D L Breeze 65,000 16,666 - - -
C R Murphy 65,000 25,000 - - -
K O Yap - - - - -
C T Lim - - - - -
2007
Key Management Long-term Share-based Total % of total
Person Benefits payment remuneration
paid in Options
Other Equity Options $ %
H Goh - - - - -
S K Yap - - 16,667 26,667 62.50
D L Breeze - - - 81,666 -
C R Murphy - - - 90,000 -
K O Yap - - - - -
C T Lim - - 16,667 16,667 100.00
2006
Key Management Short-term Benefits Post-employment
Person Benefits
Cash, Salary Cash profit Non-cash Other Superannuation
and Fees share benefit
S K Yap - - - - -
D L Breeze 10,833 - - - -
C R Murphy 10,833 - - - -
K O Yap - - - - -
C T Lim - - - - -

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MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

3. Key Management Personnel Compensation - continued

(c) Key Management Personnel Compensation - continued 2006 (cont’d)

2006 (cont’d)
Key Management Long-term Share-based payment Total % of total
Person Benefits remuneration
paid in Options
Other Equity Options $ %
S K Yap - - - - -
D L Breeze - - - 10,833 -
C R Murphy - - - 10,833 -
K O Yap - - - - -
C T Lim - - - - -

The company has agreements with Hebex Pty Ltd and Trandcorp Pty Ltd on normal commercial terms procuring the services of Charles Murphy and David Breeze respectively. Each of these agreements is at the rate of $65,000 per annum, commencing from the time of receiving listing approval. Board payments may be made up to a level of $250,000 per annum. Payments are to be made at up to $25,000 per annum per director commencing in 2007.

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

Balance Granted as Options Net Balance Total Total
1.7.2006 Compensation Exercised Change 30.6.2007 Vested Exercisable
Other 30.6.2007 30.6.2007
H Goh - - - - - - -
S Yap 3,000,000 - - - 3,000,000 3,000,000 3,000,000
D Breeze 3,000,000 - - - 3,000,000 3,000,000 3,000,000
C Murphy 3,000,000 - - - 3,000,000 3,000,000 3,000,000
K Yap - - - - - - -
C Lim - - - - - - -

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

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

(d) Options and Rights Holdings

Number of Listed Options Held by Key Management Personnel

Balance Received as Options Net Change Balance
1.7.2006 Compensation Exercised Other 30.6.2007
H Goh - - - - -
S Yap - 1,666,667 - 715,583 2,382,250
D Breeze - - - 5,006,252 5,006,252
C Murphy - - - 1,000,000 1,000,000
K Yap - - - 2,000,000 2,000,000
C Lim - 1,666,667 - - 1,666,667

(e) Shareholdings

Number of Shares Held by Key Management Personnel

Balance Received as Options Net Change Balance
1.7.2006 Compensation Exercised Other 30.6.2007
H Goh - - - - -
S K Yap 2,382,250 - - - 2,382,250
D L Breeze 5,022,151 - - - 5,022,151
C R Murphy 3,850,000, - - - 3,850,000
K O Yap 2,000,000 - - - 2,000,000
C T Lim 2,000,000 - - - 2,000,000

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

4. Auditors’ Remuneration

Audit fees for the financial year to 30 June 2007 were $17,775 (2006: $8,450).

Fees for other services provided were $nil (2006: $10,013).

39

MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

5. Earnings per share

(a)
Reconciliation of Earnings to Profit or Loss
Loss
Earnings used to calculate basic EPS
Earnings used in the calculation of dilutive EPS
(b)
Reconciliation of Earnings to Profit or Loss from continuing
operations
Loss from continuing operations
Earnings used to calculate basic EPS from continuing operations
Earnings used in the calculation of dilutive EPS from continuing
operations
(c)
Weighted average number of ordinary shares outstanding during
the year used in calculating basic EPS
Consolidated
2007
$
2006
$
6.
Cash and cash equivalents
Cash at bank and in hand
3,027,592
4,213,588
(a)
Reconciliation of Earnings to Profit or Loss
Loss
Earnings used to calculate basic EPS
Earnings used in the calculation of dilutive EPS
(b)
Reconciliation of Earnings to Profit or Loss from continuing
operations
Loss from continuing operations
Earnings used to calculate basic EPS from continuing operations
Earnings used in the calculation of dilutive EPS from continuing
operations
(c)
Weighted average number of ordinary shares outstanding during
the year used in calculating basic EPS
Consolidated
2007
$
2006
$
6.
Cash and cash equivalents
Cash at bank and in hand
3,027,592
4,213,588
Consolidated
2007
$
2006
$
(765,217)
(106,981)
(765,217)
(106,981)
(765,217)
(106,981)
(765,217)
(106,981)
(765,217)
(106,981)
(765,217)
(106,981)
No.
52,183,846
No.
5,823,369
Parent
2007
$
2006
$
3,027,592
4,213,588
3,026,798
4,213,588

The average effective interest rate on short-term bank deposits was 5.75%: (2006: 3.45%)

Reconciliation of cash

Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the balance sheet as follows:

Cash and cash equivalents

3,027,592 4,213,588 3,026,798 4,213,588

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

7.
Income Tax Expense
(a)The prima facie tax on profit from
ordinary activities before income tax is
reconciled to the income tax as follows:
Prima facie tax payable on profit from
ordinary activities before income tax at
30% (2006: 30%)
Company
Add tax effect of:
Other non allowable items
Tax benefit of revenue losses not
recognised
Less tax effect of:
Exploration and evaluation costs
Tax benefit of equity raising costs not
recognised
Income tax attributable to parent entity
The following deferred tax balances
at 30% (2006: 30%) have not been
recognised
Deferred Tax Assets:
Carry forward revenue losses
Capital raising costs
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
(229,565)
(32,094)
(227,318)
(32,094)
-
-
-
-

281,736
76,021
279,489
76,021
(8,090)
-
(8,090)
-
(44,081)
(43,927)
(44,081)
(43,927)
-
-
-
-
326,977
45,275
324,761
45,272
132,150
175,708
132,150
175,708

41

MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

Consolidated Consolidated Parent
2007 2006 2007 2006
$ $ $ $
7. Income Tax Expense (continued)
(b) The tax benefits of the above Deferred Tax
Assets will only be obtained if:
(a) the company derives future assessable
income in a nature and of an amount
sufficient to enable the benefits to be
utilised;
(b) the company continues to comply
with the conditions for deductibility
imposed by law; and
(c) no changes in income tax legislation
adversely affect the company in
utilising the benefits.
Deferred Tax Liabilities
Exploration Expenditure 8,090 - 8,090 -
The above Deferred Tax Liabilities have
not been recognised as they have given
rise to the carry forward revenue losses for
which the Deferred Tax Asset has not been
recognised.
8. Trade and other receivables
CURRENT
Trade receivables 26,264 10,539 26,264 10,539
Other receivables 165,741 40,985 164,889 40,985
192,005 51,524 191,153 51,524
9. Other Assets
Unsecured Loans to other entities:
Grandbridge Ltd - 37,158 - 37,158
- 37,158 - 37,158
10. Capitalised Exploration Costs
Capitalised costs 686,270 - 26,965 -

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Financial Assets
Investment in Advent Energy Ltd
Investment in Asset Energy Ltd
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
148,360
-
148,360
-
-
-
660,062
-
148,360
-
808,422
-

11. Financial Assets

Asset Energy Ltd

The Company acquired 100% of the voting equity in Asset Energy Ltd on 26 November 2006 for $655,000.

12. Property, Plant and Equipment

Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
1,850
-
1,850
-
(110)
-
(110)
-
1,740
-
1,740
-

(a) Movements in Carrying Amounts

Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.

Economic Entity:
Balance at the beginning of the year
Additions
Disposals
Depreciation expense
Carrying amount at the end of the year
Parent Entity:
Balance at the beginning of the year
Additions
Disposals
Depreciation expense
Carrying amount at the end of the year
Plant and
Equipment
Total
$
$
-
-
1,850
1,850
-
-
(110)
(110)
1,740
1,740
-
-
1,850
1,850
-
-
(110)
(110)
1,740
1,740

43

MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

13. Trade and other payables
Trade payables
Sundry payables and accrued expenses
14. Other financial liabilities
Shareholder application funds held in trus
- Shares not yet issued
15. Issued Capital
52,260,942 (2006: 52,170,942) fully paid
ordinary shares
Less: Capital raising costs
Issued Capital
(a) Ordinary Shares
At the beginning of reporting period
Shares issued during the year
Shares issued during the year on
conversion of options
At reporting date
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
60,515
32,633
52,138
32,633
77,093
17,719
77,092
17,719
137,608
50,352
129,230
50,352
t
-
26,190
-
26,190

5,083,727
5,064,826
5,083,727
5,064,826
(734,167)
(732,117)
(734,167)
(732,117)
4,349,560
4,332,709
4,349,560
4,332,709
No
No
No
No
52,170,942
-
52,170,942
-
-
52,170,942
-
52,170,942
90,000
-
90,000
-
52,260,942
52,170,942
52,260,942
52,170,942

Fully Paid Ordinary Share Capital

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

(a) Options

On 24 January 2007 the Company issued 36,954,588 listed options and raised $369,545 via a pro-rata entitlements issue. On 17 April 2007 the Company completed a placement of the shortfall in the prorata entitlements by the issue of 4,635,000 to non-related parties which raised $46,350. Costs incurred on the pro-rata entitlements issue were $2,048.

The market price of the company's ordinary shares at 29 June 2007 was 11.35 cents.

The holders of options do not have the right, by virtue of the option, to participate in any share issue or interest issue of any other body corporate or registered scheme.

The difference between the total market value of options issued during the period, at the date of issue, and the total amount received from executives and employees is not recognised in the financial statements except for the purposes of determining directors' and executives’ remuneration in respect of that period.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Cash Flow Information
Reconciliation of Cash Flow
from Operations with Profit after
income tax
Operating loss after income tax
Non-cash flows in profit:
Depreciation
Share based payments
Changes in net assets and liabilities, net
of effects of purchase and disposal of
subsidiaries
(Increase)/decrease in trade and term
receivables
(Increase)/decrease in other assets
Increase/(decrease) in trade payables and
accruals
Net cash flow from operating
activities
Consolidated
Parent
2007
$
2006
$
2007
$
2006
$
(765,217)
(106,981)
(757,728)
(106,981)
110
-
110
-
68,884
-
68,884
-
(140,481)
(51,524)
(139,629)
(51,524)
(649,112)
-
10,193
-
87,256
76,542
78,878
76,542
(1,398,560)
(81,963)
(739,292)
(81,963)

16. Cash Flow Information

17. Financial Instruments

(a) Financial Risk Management

The group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, and loans to and from subsidiaries. The main purpose of nonderivative financial instruments Is to raise finance for group operations.

i. Financial Risks

The main risks the group is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk.

Interest rate risk

Interest rate risk is managed with a mixture of fixed and floating rate debt.

Liquidity risk

The group manages liquidity risk by monitoring forecast cash flows.

Credit risk

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

Credit risk for derivative financial instruments arises from the potential failure by counter-parties to the contract to meet their obligations.

The economic entity does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the economic entity.

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MEC Resources Ltd 2007 Annual Report

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Notes to the Financial Statements for the year ended 30 June 2007

(b) Financial Instruments

i. Interest rate risk

The economic entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

2007
Effective
Average Interest
Rate Payable
%
Floating
Interest
Rate
$
Non-
Interest
Bearing
$
Total
$
2007
Effective
Average Interest
Rate Payable
%
Floating
Interest
Rate
$
Non-
Interest
Bearing
$
Total
$
Financial Assets
Cash and cash equivalents
5.75
Trade and other receivables
-
Other Financial Assets
-
Financial Liabilities
Trade and sundry Payables
-
3,027,592
-
3,027,592
-
192,005
192,005
-
148,360
148,360
3,027,592
340,365
3,367,957
-
137,608
137,608
2006
Effective
Average Interest
Rate Payable
%
Floating
Interest
Rate
$
Non-
Interest
Bearing
$
Total
$
Financial Assets
Cash and cash equivalents
5.45
Trade and other receivables
-
Other Financial Assets
-
Financial Liabilities
Trade and sundry Payables
-
4,213,588
-
4,213,588
-
51,524
51,524
-
37,158
37,158
4,213,588
88,682
4,302,270
-
50,352
50,352

ii. Net Fair Values

The net fair values of:

  • Term receivables are determined by discounting the cash flows, at the market interest rates of similar securities, to their present value.

  • Listed investments have been valued at the quoted market bid price at balance date, adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment.

  • Other loans and amounts due are determined by discounting the cash flows, at market interest rates of similar borrowings to their present value.

  • Other assets and liabilities approximate their carrying value.

No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.

Financial assets where the carrying amount exceeds net fair values have not been written down as the economic entity intends to hold these assets to maturity.

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

18. Segment Information

MEC Resources Ltd operates predominantly in one industry, namely investments in the mining and resources. These activities are predominantly in Australia.

19. Events after the Balance Sheet Date

The Company raised $1,503,000 from a Shareholder Share Purchase Plan (SSPP). It also invested $1,250,000 in Central Petroleum at 20 cents per share through an underwriting. Investee Advent Energy Ltd has entered into 2 farmin arrangements with Central Petroleum Ltd and Vic Petroleum Ltd.

Other than referred to, there have not been any further matters or circumstances that have arisen since the end of the period, that have significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

20. Related Party Transactions

(a) Directors’ Remuneration

Details of directors’ remuneration and retirement benefits are disclosed in note 3 to the financial statements.

(b) Directors’ Equity Holdings

Parent 2007 2006 $ $ Held as at the date of this report by directors and their director-related entities in: MEC Resources Ltd 15,254,401 15,254,401 Other Equity Instruments Listed Options Held as at the date of this report by directors and their director-related entities in: MEC Resources Ltd 12,055,169 - Unlisted Options Held as at the date of this report by directors and their director-related entities in: MEC Resources Ltd 9,000,000 9,000,000

Ordinary Shares

(c) Related entities

An annual service fee of $216,000 was paid to Grandbridge Ltd. Exploration related costs of $5,062 were paid on behalf of Asset Energy Ltd.

47

MEC Resources Ltd 2007 Annual Report

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Directors' Declaration

The directors of the company declare that:

  1. the financial statements and notes, as set out on pages 26 to 47, are in accordance with the Corporations Act 2001 and:

  2. (a) comply with Accounting Standards and the Corporations Regulations 2001; and

  3. (b) give a true and fair view of the financial position as at 30 June 2007 and of the performance for the year ended on that date of the company and economic entity;

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

  5. (a) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

  6. (b) the financial statements and notes for the financial year comply with the Accounting Standards; and

  7. (c) the financial statements and notes for the financial year give a true and fair view.

  8. in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

Director

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David Breeze Executive Director

Dated this 28th day of September 2007

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Independent Audit Report To the Members of MEC Resources Limited

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We have audited the accompanying financial report of MEC Resources Limited (the company) and MEC Resources Limited and Controlled Entities (the consolidated entity), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

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 Accounting Standards AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.

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The directors also are responsible for preparation and presentation of the remuneration disclosures contained in the directors’ report in accordance with the Corporations Regulations 2001.

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 judgment, 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 and the remuneration disclosures in the directors’ report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

49

MEC Resources Ltd 2007 Annual Report

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Independent Audit Report - continued To the Members of MEC Resources Limited

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Auditor’s Opinion

In our opinion:

  • a. The financial report of MEC Resources Limited and its Controlled Entities is in accordance with the Corporations Act 2001, including:

  • i. giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and

  • ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;

  • b. The financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

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RIX LEVY FOWLER Audit & Corporate Pty Ltd

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Ranko MATIC Director

DATED at PERTH this 28th day of September 2007

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

Additional Securities Exchange Information

Additional information required by Australian Securities Exchange Limited and not shown elsewhere in this report as follows.

The information is made up to 18th September 2007

1. Substantial Shareholder

The name of the substantial shareholder listed in the company’s register is:

Shareholder Shares %
Grandbridge Ltd 10,628,083 20.34

Note: 5,754,401 of these shares shown as held by Grandbridge, represent the in-specie distribution to Grandbridge Ltd shareholders. These shares are held in trust for two year from listing date of MEC Resources Ltd.

2. Distribution of Shareholders

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

Range of Holding Shareholders Number Ordinary Shares %
----- End of picture text -----

Range of Holding Shareholders
Number Ordinary Shares
%
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
288
179,277
0.34
121
365,609
0.70
648
6,366,115
12.18
721
20,229,503
38.71
32
25,120,438
48.07
1,810
52,260,942
100.00

3. (a) Distribution of Listed Optionholders

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

Range of Holding Shareholders Number Ordinary Shares %
----- End of picture text -----

1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
52
30,720
0.07
33
114,012
0.27
366
3,611,445
8.70
423
12,435,371
29.97
30
25,308,040
60.98
904
41,499,588
100.00

(b) Distribution of Unlisted Optionholders

Range of Holding Optionholders Number of Options %
100,001 and over 3 9,000,000 100

4. Voting Rights - Shares

All ordinary shares issued by MEC Resources Ltd carry one vote per share without restriction.

5. Voting Rights - Options

The holders of employee options do not have the right to vote.

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MEC Resources Ltd 2007 Annual Report

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Additional Securities Exchange Information - continued

6. Restricted Securities

Shares

Number of Shares free of escrow 52,260,942 Total Shares 52,260,942 Options Number of Employee options not subject to - Escrow (exercisable at $1.00) (Not Listed) Total Options -

7. Twenty Largest Shareholders

The names of the twenty largest shareholders of the ordinary shares of the company are:

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

Number of ordinary % held of issued
Name
fully paid shares ordinary capital
----- End of picture text -----

Grandbridge Ltd
Hebex Pty Ltd
C T Lim
S K Yap
K O Yap
Mac Tech Aust. Pty Ltd
Barley Holdings Pty Ltd
M McColl
H Lantzke
Kochu & Mol Pty Ltd
Lewis Securities Ltd
Birch Lawrence M & J F
Kinetas Pty Ltd
Lyon G R
I G Esplin
N W and K E Oliver
A H Shields
Ly Kim
B L and P Lee
Parratronics Pty Ltd
10,628,083
3,550,000
2,020,000
2,000,000
2,000,000
350,000
317,938
316,500
300,000
265,000
242,417
212,750
212,000
212,000
200,000
200,000
200,000
200,000
182,250
180,000
15.79
5.28
3.00
2.97
2.97
0.52
0.47
0.47
0.45
0.39
0.36
0.32
0.32
0.32
0.30
0.30
0.30
0.30
0.27
0.27
23,788,938
35.37

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MEC Resources Ltd 2007 Annual Report

ENERGY MINERALS EXPLORATION

8. Twenty Largest 31 December 2007 Listed Option Holders (as at 18 Wmber 2007)

The names of the twenty largest listed Option Holders of the company are:

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

Name Number of % held of issued
listed options ordinary capital
----- End of picture text -----

Name Number of
listed options
% held of issued
ordinary capital
Trandcorp Pty Ltd
Grandbridge Ltd
S K Yap
K O Yap
C T Lim
D G Ming
Hebex Pty Ltd
T Fontaine
Heng Yu
Yuqiang Zou
A B Websdale
M Glinski
Mac Tech Aust. Pty Ltd
Kinetas Pty Ltd
I G Esplin
J B Loughrey
B L and P Lee
D H M Ong
G R Lyon
R Saliba
4,917,251
4,873,688
2,382,250
2,000,000
1,666,600
1,600,000
1,000,000
1,000,000
1,000,000
1,000,000
805,000
500,000
350,000
212,000
200,000
200,000
182,250
175,000
162,000
155,000
11.85
11.74
5.74
4.82
4.02
3.86
2.41
2.41
2.41
2.41
1.94
1.20
0.84
0.51
0.48
0.48
0.44
0.42
0.39
0.37
24,381,039
58.74

Attribution Statements

MEC is an exploration investment company and relies on the resource and ore reserve statements compiled by the companies in which it invests. All Mineral Resource and Reserve Statements have been previously published by the companies concerned. Summary data has been used. Please refer to grandbridge.com.au, Grandbridge ASX releases and the Advent information memorandum for details and attribution. Unless otherwise stated all resource and reserve reporting complies with the standards outlined in the JORC Code. Resources quoted in this report equal 100% of the resource and do not represent MEC's equity share.

www.mecresources.com.au

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14 View Street North Perth WA 6006 Telephone: (08) 9328 8477 Facsimile: (08) 9328 8733 E-mail: [email protected]