Skip to main content

AI assistant

Sign in to chat with this filing

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

PATERSON RESOURCES LTD Annual Report 2009

Sep 30, 2009

65618_rns_2009-09-30_0a4ae0a0-f2d7-4211-b16c-430469f97c9c.pdf

Annual Report

Open in viewer

Opens in your device viewer

UNITED OROGEN LIMITED ABN 45 115 593 005

FINANCIAL REPORT

Year Ended 30 June 2009

C O R P O R A T E D I R E C T O R Y


Directors

Auditors

David Alan Zohar John Karajas Zhukov Pervan William Edwin Bannister

BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Street Subiaco Western Australia 6008

Solicitors

Company Secretary

Mark Killmier

Lawton Gillon Level 11 16 St Georges Terrace Perth Western Australia 6000

Registered Office

Share Registry

Level 8, 256 St Georges Terrace Perth WA 6000 Ph: 08 9360 4200

Computershare 2/45 St Georges Terrace PERTH WA 6000

Head Office

Website address

Level 7, 231 Adelaide Terrace

http://www.uog.com.au

Perth WA 6000 Ph: 08 9225 4873

Country of Incorporation

United Orogen Ltd is domiciled and incorporated in Australia

Stock Exchange Listing

United Orogen Ltd is listed on the Australian Securities Exchange. ASX Code UOG, UOGO

C O N T E N T S


Corporate Governance .................................................................................................................................. 1 Directors‟ Report ............................................................................................................................................... 6 Auditors Independence Declaration .......................................................................................................... 17 Income Statements ........................................................................................................................................ 18 Balance Sheets ............................................................................................................................................... 19 Statements of Changes in Equity ................................................................................................................. 20 Cash Flow Statements ................................................................................................................................... 21 Notes to the Financial Statements............................................................................................................... 22 Director‟s Declaration .................................................................................................................................... 46 Audit Report..................................................................................................................................................... 47

U N I T E D O R O G E N L I M I T E D C O R P O R A T E G O V E R N A N C E


CORPORATE GOVERNANCE REPORT UNITED OROGEN LIMITED (“THE COMPANY”)

Introduction

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity and pursuing the true spirit of corporate governance commensurate with the Company‟s needs. To the extent they are applicable, the Company has adopted the Eight Essential Corporate Governance Principles and Best Practice Recommendations (“Recommendations”) as published by ASX Corporate Governance Council. As the Company‟s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

Board Composition

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the financial report and their term of office are detailed in the Directors' Report. There is no formal policy or procedure regarding the taking of professional advice by the independent directors, however no restrictions are placed on the independent directors to take advice on matters arising from their roles as independent directors of the company, or the reimbursement of the costs incurred by the company.

Dr Pervan and Mr Karajas are considered by the Board to be independent directors. The determination by the Board as to whether individual directors are independent is a matter of judgement. In making this determination the Board has followed the guidance in Box 2.1 of the Recommendations and the Guide to Reporting on Principle 2. The Board considers the relationships the independent directors have with the company do not materially impact on their independence. In determining the materiality of these relationships, the Board has considered both quantitative and qualitative factors. In determining the quantitative factors the Board considers that a relationship is immaterial where it is equal to or less than 5% of the base amount. In applying this level of materiality to the relationship of the independent directors in the case of shareholders and suppliers, the Board considers that the independent directors‟ interest is less than 5% of the base amount. In respect to the qualitative measures the Board has considered the factors affecting the independent directors‟ relationship with the company and consider these qualitative factors to be immaterial in the assessment of their independence.

Disclosure as to the nature and amount of remuneration paid to the Directors of the Company is included in the Directors report and notes to the financial statements in the company‟s annual report each year. The structure and objectives of the remuneration policy and its links to the Company‟s performance is disclosed in the annual Directors‟ Report.

Trading Policy

The company‟s policy regarding directors and employees trading in its securities, is set by the board of directors. The policy restricts directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security‟s prices.

Remuneration Policy

The company‟s remuneration policy was developed by and approved by the Board. All executives receive a salary and statutory superannuation.

The Company does not participate in share based remuneration for its executives but can issue share options to Directors, employees and consultants. The terms of the share options to Directors, employees and consultants are based on what similar sized companies in the mining industry are offering. All share options to be issued to Directors require shareholder approval before being issued.

1

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D C O R P O R A T E G O V E R N A N C E


The amounts of remuneration for all Directors, including monetary and non-monetary components, are detailed in the Directors Report under the key management personnel remuneration heading. All remuneration paid to Executives is valued at the cost to the Company and expenses. Shares given to Executives are valued as the difference in the market value of those shares and the amount paid by the Executive. Options given to Executives are valued using the Black-Scholes methodology.

Corporate reporting

The Company Secretary has made the following certifications to the board:

  • that the company‟s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the company and are in accordance with relevant accounting standards.

  • that the above statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board and that the company‟s risk management and internal compliance and control is operating efficiently and effectively in all material respects.

Code of Conduct

The company has developed a Code of Conduct (the Code) which has been fully endorsed by the board and applies to all directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company‟s integrity.

In summary, the Code requires that at all times all company personnel act with the utmost integrity, objectivity, in the best interests of the company and in compliance with the letter and the spirit of the law and company policies.

Any breaches of the Code are reported to the chairman in the first instance for notification to the board.

The directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities.

Continuous disclosure and shareholder communication

The company has a policy that information concerning the Company that a reasonable person would expect to have a material effect on the price of the company‟s securities is continuously disclosed as required under the Australian Stock Exchange (ASX) listing rules.

The company encourages communication with shareholders and the attendance and effective participation by shareholders at general meetings.

The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

All information disclosed to the ASX is posted on the company‟s website as soon as it is disclosed to the ASX.

Annual and half yearly reports are made available on the company‟s website and mailed to those shareholders who request a hard copy.

2

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D C O R P O R A T E G O V E R N A N C E


Explanations for Departures from Best Practice Recommendations

Principle 1 recommendation 1.1, 1.2,1.3 Notification of Departure:

The Company has not: (1) formally disclosed the functions reserved to the Board and those delegated to management; (2) the process for evaluating the performance of senior executives, and; (3) whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process which is to be disclosed.

Explanation for Departure:

The Board recognises the importance of distinguishing between the respective roles and responsibilities of the Board and management, and evaluating the performance of senior executives. The Board has established a framework for the management of the Company and the roles and responsibilities of the Board and management. Previously, due to the small size of the Board and of the Company, the Board did not think that it was necessary to formally document the roles of the Board and management as these roles were clearly understood by all members of the Board and management. The Board is responsible for the strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals, monitoring the overall corporate governance of the Company and ensuring that shareholder value is increased.

Principle 2 Recommendation 2.1 Notification of Departure:

The Board does not have a majority of independent Directors.

Explanation for Departure:

The Board has been structured such that its composition and size will enable it to effectively discharge its responsibilities and duties. Each Director has the relevant industry experience and specific expertise relevant to the Company‟s business and level of operations. The Board considers that its structure is, and will continue to be, appropriate in the context of the Company‟s recent history. The Company considers that the non-independent Directors possess the skills and experience suitable for building the Company. Furthermore, the Board considers that in the current phase of the Company‟s growth, the Company‟s shareholders are better served by directors who have a vested interest in the Company. The Board intends to reconsider its composition as the Company‟s operations evolve, and may appoint independent directors as it deems appropriate.

As of the date of this report the company has 2 non-independent directors (including the Chairman) and 2 independent directors.

Principle 2 Recommendation 2.4 Notification of Departure:

The full Board carries out the role of a nomination committee, and therefore a charter relevant to the specific functions of a nomination committee have not been adopted.

Explanation for Departure:

The Board considers that no efficiencies or other benefits would be gained by establishing a separate nomination committee, in particular at this early stage of the Company‟s operations, where the Company‟s focus is on the retention of directors and senior executives. In the future, as the company grows and increases in size and level of activity, the Board will reconsider the establishment of a separate nomination committee.

Principle 2 Recommendation 2.5 Notification of Departure:

The Company has not disclosed the process for evaluating the performance of the board, and individual directors.

3

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D C O R P O R A T E G O V E R N A N C E


Explanation for Departure:

The Board considers that at this time no efficiencies or other benefits would be gained by introducing formal evaluations. In the future, as the company grows and increases in size and activity, the Board will consider the establishment of formal board and individual director evaluation processes.

Principle 2 Recommendation 2.6 Notification of Departure:

The Company has not disclosed whether a performance evaluation for the board, and directors has taken place in the reporting period and whether it was in accordance with a disclosed process.

Explanation for Departure:

The Board considers that at this time no efficiencies or other benefits would be gained by introducing formal evaluations. In the future, as the company grows and increases in size and activity, the Board will consider the establishment of formal board and individual director evaluation processes.

Principle 4 Recommendation 4.2, 4.3, 4.4 Notification of Departure:

There is no separate Audit Committee.

Explanation for Departure:

The Company‟s financial statements are prepared by the company secretary and reviewed in detail by the full Board. The Board also relies on the functions and capabilities of its external auditors to ensure proper audit of financial statements. While the Board considers this process sufficient to ensure integrity in financial reporting in the current circumstances, it will continue to monitor whether any further safeguards are required and make changes as appropriate.

Principle 6 Recommendation 6.1,6.2 Notification of Departure:

The Company does not have a formal documented Shareholder communication policy.

Explanation for Departure:

The Company strongly encourages more communication between the shareholders and the Company and board. All general meetings include briefings by board members to provide a deeper insight into the Company, opportunities for the shareholders to have their questions answered, and following all general meetings, the directors encourage shareholders to chat informally with them. As the Company grows in size, the board is very keen to develop more formal and expansive communications with shareholders.

Principle 7 Recommendation 7.1 Notification of Departure:

The Company has not disclosed its risk management policies and assessment framework.

Explanation for Departure:

While the Company has informal risk management policies and frameworks, it is in the process of formalizing these. One responsibility delegated to the recently appointed Chief Financial Officer is that of formalizing and enhancing the risk management policies and frameworks for recommendation to, and approval by the board. These will then be placed on the Company‟s website.

4

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D C O R P O R A T E G O V E R N A N C E


Principle 8 Recommendation 8.1 Notification of Departure:

The Company does not have in place a formal process for evaluation of the Board, its committees, individual directors and key executives.

Explanation for Departure:

Due to the small size of the Company, an evaluation of the Board has been carried out on a continuing and informal basis as part of the Company‟s preparations for the initial public offering, listing on ASX and the start up phase of operations. The Company will put in place a process for evaluating the Board, individual Directors and key executives once its operations have reached a stage where meaningful key performance indicators can be implemented to measure the individual‟s performance.

Principle 8 Recommendation 8.2 Notification for departure:

The Company has not established a separate remuneration committee.

Explanation for Departure:

Due to the early stage of development and small size of the Company, a separate remuneration committee was not considered to add any efficiency to the process of determining the levels of remuneration for the Directors and key executives. The Board considers that it is more appropriate to set aside time at 2 Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee. In addition, all matters of remuneration will continue to be in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, none of the Directors participate in any deliberations regarding their own remuneration or related issues.

5

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


The Directors of United Orogen Limited (the company) submit their report for the year ended 30 June 2009.

THE BOARD OF DIRECTORS

The names and details of the Company‟s Directors in office during the financial year until the date of this report are as follows.

DAVID ALAN ZOHAR BSc DipEd Executive Director, Joint Company Secretary and Commercial Manager

Mr Zohar has undertaken undergraduate studies in Geology and post graduate studies in Accountancy and Commercial Law. He has been active in the exploration industry for over 20 years. He has been a director and/or CEO of a number of exploration companies and has also negotiated numerous agreements with various companies and other participants within the mining industry. He has been involved in the formation and/or listing on the ASX of several public mining companies. Directorships of other listed public companies over the past three years are Red River Resources Limited, Iron Mountain Mining Ltd, Actinogen Ltd, Eagle Nickel Ltd, Terrain Minerals Ltd and Aluminex Resources Ltd.

Mr Zohar holds 15,239,903 ordinary shares and 11,660,000 options over ordinary shares in United Orogen Limited.

JOHN KARAJAS BSc (Hons) MAIG MPESA Non Executive Director

Mr Karajas is an exploration geologist with over 30 years of experience in both the mining and oil industries. After graduating from the University of Western Australia with a BSc (Hons) in 1970, he gained his grounding in the mining industry by working for mining companies, Falconbridge, Anaconda and Hanna Mining. This period extended through to 1982 and was predominantly spent in Western Australia but included three years in Mt Isa. Commodities explored for include nickel, copper/lead/zinc, gold, phosphate, taconitic iron ore, tin/tantalite and lignite/oil shale. Between 1982 and 1985 he gained his initial experience in oil exploration by working for Eagle Corporation and IEDC (Australia). This period was spent in working on sedimentary basins in Western Australia and included basin studies, well-site geology, and other duties related to oil and gas exploration. From 1986 onwards, he has worked predominantly as a consultant/contract geologist for a wide range of mining and oil industry clients, both within Australia and abroad. Periods of a more managerial nature have included:

1989 – 1991 Technical Director of King Mining Ltd 1992 – 1995 Technical Director of Omega Oil NL 1996 – 1997 Exploration Vice President of Icelandic Gold Corporation

He is currently a Member of the Australian Institute of Geoscientists.

Mr Karajas has held a directorship over the past three yeas in the listed public company, Red River Resources Limited.

Mr Karajas holds 5,525,000 ordinary shares and 2,012,500 options over ordinary shares in United Orogen Limited.

ZHUKOV (Zeke) PERVAN MB, BS(WA), FRACGP, FAICD Non-Executive Director and Chairman

Dr Pervan is a Doctor of Medicine with over 35 years experience in various capacities in Western Australia. He has consulted to several university and government bodies in many areas. He has conducted original research in collaboration with the University of Western Australia Departments of Microbiology and Human Movement. This research has been published in international journals.

6

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


In the past Dr Pervan has served as a Director of several public companies involved in exploration and in the general commercial world, including Agforce Limited, Gold Lake Mining Pty Ltd, Innovative Coatings Limited and Visionglow Global Limited. Directorships of listed public companies over the past three years are Actinogen Ltd, Eagle Nickel Ltd and Iron Mountain Mining Ltd.

Mr Pervan holds 275,000 ordinary shares and 2,212,500 options over ordinary shares in United Orogen Limited.

WILLIAM EDWIN BANNISTER Msc AWASM Managing Director

Mr Bannister has over 40 years experience in exploration and mining geology. He has extensive experience with uranium exploration in Western Australia as well as experience in precious metals. Mr Bannister worked in Western Mining Corporation in a number of locations and positions, including senior geologist, and then joined the Tenneco group of companies to rise to the position of Australian Exploration Manager – Minerals. For the past 20 years he has been an independent geologist and consultant. Companies consulted to include WMC, Outokompu Mining (Australia) Pty Ltd and numerous participants in the mining industry. Mr Bannister has held a directorship over the past three years in the public company, Terrain Minerals Ltd.

Mr Bannister holds 25,000 ordinary shares and 2,012,500 options over ordinary shares in United Orogen Limited.

Company Secretaries

Susanne Gweneth Waters (resigned 1 October 2008)

Ms Waters has significant experience in the administration and management of mining companies and has been involved in on-site and head office administration for over 12 years. Ms Waters also has experience in Human Resources management and has a Diploma in Occupational Safety Management. Ms Waters was also joint company secretary of Iron Mountain Mining Ltd and Red River Resources Ltd.

Ms Waters held no interest in United Orogen Limited.

David Alan Zohar (refer details above)(resigned 20 July 2009)

Mark Killmier (appointed 20 July 2009) MBA (UWA), FCPA, GDCorpGovASXLE, B.Ec(Adel)

Mr Killmier has over 27 years experience in Business and Finance, working in the mining, manufacturing and engineering sectors, in Australia and the United Kingdom. He is currently also the Company Secretary of Millennium Minerals Ltd, Iron Mountain Mining Ltd, Red River Resources Ltd, Actinogen Ltd and Eagle Nickel Ltd. Mr Killmier has a MBA from the University of Western Australia, is a Fellow member of CPA (Certified Practising Accountants) Australia, and holds a Graduate Diploma in the Corporate Governance of ASX Listed Entities. Directorships – Nil

Mr Killmier holds no interest in United Orogen Ltd.

Directors’ Interests in Shares and Options of the Company

As at the date of this report the relevant interest of each Director in shares and options of the Company were:

Director Fully Paid Ordinary Shares Listed Options over Ordinary Shares
Direct Indirect Direct Indirect
David Zohar 5,076,001 10,163,902 - 11,660,000
John Karajas 5,525,000 - 2,012,500 -
Zhukov Pervan 225,000 50,000 2,212,500 -
William Bannister 25,000 - 12,500 2,000,000

7

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


Principal Activities

The principal activity of the Company during the course of the financial year was mineral exploration.

Operating Results

The Company made a loss after tax of $1,665,025 (2008: $1,050,493) for the year ended 30 June 2009.

Dividends

No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.

Review of Operations

Highlights

  • The company changed its name to United Orogen Ltd; this was to reflect the move away from mainly uranium exploration and the secession of oil, gas and oil shale exploration as a sole participant.

  • Two major Joint Ventures were entered into during the year. Treasure JV (EL25346) with Mithril Resources in the Northern Territory where Mithril have discovered copper-nickel-PGE gossans, and the Nabberu Basin JV with Empire Resources in the Troy Creek area where Empire has reported a newly discovered body of copper mineralisation.

Investment activities

In May 2008 the company became a significant shareholder in Terrain Minerals. The company had little exposure to gold and the opportunity to purchase Terrain shares, a company that has gold as its main focus, arose. The gold industry is a thriving but forgotten and neglected portion of the mining sector.

In March 2009 an associate company of United Orogen Ltd made an off market takeover bid for Terrain Minerals which was accepted by the company.

The company now has iron ore tenements in its own right and has a substantial investment in another iron ore explorer. The company had 1,500,000 shares in Iron Mountain Mining Ltd and with an additional 8,732,341 now has 10,232,341 shares in that company representing approximately 13% of the issued capital.

Exploration Activities

Field activities were curtailed somewhat due to lack of ground access, however exploration did continue albeit at a slower rate. New properties were acquired and those properties that had been evaluated and deemed surplus to requirements were relinquished.

Minerals

Western Australia

Evaluation of the Western Australian projects continued, with three not coming up to expectations. Three new Exploration Licenses have been applied for.

Bungalow Well EL36/549 Work on this project is yet to be finalised.

Rubberoid Well EL09/1245 is in a joint venture with Alara Uranium Ltd where that company is earning a 70% interest. Alara has completed a ground traverse and rapid ground scintillometer survey of the old AGIP drill hole sites that intersected uranium mineralisation. As a result of these surveys and a review of AGIP‟s historic reports and maps and regional airborne data, Alara has concluded that the anomalies in this area are discrete bodies with limited depth and strike extent and unlikely to host high grade economic uranium deposits.

8

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


The Mt Vernon Project EL52/1863 was surrendered during the year. However a new area to the west of the old Mt Vernon Prospect became vacant and was applied for and finally granted. It has been granted subject to final negotiations with the Native Title Holders being completed. Exploration work should commence in October 2009.

The new EL52/2338 contains most of the 25 kms long linear semicontinuous uranium anomaly within the Mt Vernon syncline delineated from an airborne radiometric survey completed in 1981. The uranium responses are coincident with copper and zinc rock chip sampling anomalies that have been previously drilled but returned low values: the best being 11m at 1.2% zinc and 0.1% copper.

The rock chip samples were anomalous in copper, zinc, silver, uranium, vanadium and nickel. The platinum group elements were not analysed and the drill holes were not analysed for uranium.

Nabberu Project

The Frere Formation iron ore project ELA69/2336, ELA69/2475 and ELA69/2476. The licences cover parts of the Frere Formation in the Eraheady Sub-basin in the eastern part of the Nabberu Basin. This Formation is known to host stratigraphy that contains pelletal iron occurrences. The area is under explored for iron ore deposits.

A joint venture with Empire Resources Ltd has been signed whereby the company can earn 50% interest in uranium and diamonds and 70% interest in iron ore on Empire‟s tenements and Empire will be entitled to earn an interest in various minerals within the the company tenements with the exception of iron ore. Empire‟s portion will be 50% for uranium and diamonds and 70% for all other minerals including copper, gold and PGM minerals. Empire announced a new copper discovery in the Troy Creek area of the Nabberu Basin in November. Negotiations with the Native Title owners have been completed and the Licences should be granted shortly.

Northampton Project EL70/3378 has recently been granted subject to land owner approvals and successful negotiations with the Native title Applicants. The area is to the north of Northampton and Galena where small vein type lead deposits were previously mined. A major deposit of combined lead zinc is sought

Three Projects have been relinquished

Four Corners Bore EL57/607. Only minor areas of calcrete were located on the licence and where checked had minimal radiometric response and a paucity of uranium. The licence was surrendered.

Collier E52/1864 was explored using soil geochemistry in the search for nickel-copper and PGE mineralisation. This was to follow-up anomalous soil samples taken by the Geological Survey of Western Australia. The results proved disappointing and the licence was surrendered.

Mt Vernon E52/1863 was explored using soil geochemistry checking the Geological Survey of Western Australia‟s anomalous regional soil samples. Rock chip samples were also taken but were not anomalous. The ground was surrendered.

Northern Territory

Treasure (25346) A Heads of Agreement has been signed with Mithril Resources Ltd. on this property. Mithril can earn up to 80% in the licence by spending $2 million over 5 years. Mithril has called the area the Huckitta Project and the gossanous outcrop located on the Treasure Licence has been called the Baldric Prospect. Rock chip sampling on the Baldric Prospect produced values up to 2.3% nickel and 2.4% copper. A recently completed ground electromagnetic (EM) survey produced a number of conductive responses. These may represent accumulations of nickel-copper sulphide mineralization and Mithril expect to drill test some of the responses in August. Mithril is earning up to 80% interest in this licence from the joint owners. If the joint venture goes to completion the company will retain 14% interest in the licence with Aluminex Resources having 6%

The Lucky U EL25329 (the company 70%) and EL25894 (the company 50%) was a uranium-rare earth project situated in the Harts Range, east of Alice Springs. However since the discovery of the nickelcopper gossans by Mithril the company has decided to search these tenements for similar evidence of

9

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


mineralisation. The project was flown in detail by helicopter for radiometric and magnetic data. The magnetic data will be reinterpreted and magnetic targets selected for ground follow up work. This will be done in the near future.

Ethel Creek EL25382 is a gold project. The mineralisation occurs in the Proterozoic Lander Beds Formation that is thought to be the equivalent of the Mt Charles Beds which are host to the Granites and Callie gold deposits. Drilling of the arsenic and gold soil anomaly has been postponed indefinitely. Clearance from the native title owners has been granted but major exclusion zones have been placed over the better parts of the soil anomaly. This project is being reviewed and will probably be surrendered.

Alloy EL25723 is situated 156km ENE of Tennant Creek. It is a drainage channel within the Georgina Basin and has some broadly spaced radiometric uranium anomalies. Negotiations have been completed with the Native Title occupants but again the most desirable area for exploration has been excluded from the License and the area is no longer of interest and will be surrendered.

Sandover EL25504 The incoming Joint Venture party, Broken Range Ltd. Have drilled parts of the calcrete channel in two phases, but uranium mineralisation was not located on both occasions. Broken Range withdrew from the joint venture and the Exploration License was surrendered.

South Australia

Work continued on the two remaining South Australian tenements.

The Moonta prospects EL3718 and EL3719 have been sampled along road verges using both calcrete and soil as the sample media. The anomalous sample sites have been re-sampled closing in the spacing of which a number were also anomalous.

The landowners in the area were contacted for permission to conduct exploratory work on the farms. Detailed soil sampling was completed in January 09 but the results, although slightly anomalous were not good enough to sustain an ongoing exploration program.

On the South Moonta tenement anomalous copper and gold trend northwards onto the adjoining tenement. A Joint Venture has been requested but declined. On the East Moonta licence two minor parallel copper zinc anomalies were located but deemed too small to warrant any additional work. The licences are in the name of Swancove Enterprises Pty Ltd. the company was earning an interest but the licences have been returned to Swancove.

Victoria

All of the heavy mineral sand projects have been surrendered. A detailed appraisal of all drilling done on or near the licenses showed that all had heavy mineral sand deposits in close proximity but none appeared to trend onto the licenses held by the company. Most of the deposits were low grade and sub economic. The prizes were not of sufficient size or value to continue the expensive exploration effort and therefore the projects were surrendered.

Oil, Gas and Oil Shale Exploration

Northern Territory The directors of United Orogen made the decision to withdraw from Oil, Gas and Oil Shale exploration in the Northern Territory. As a result EPA 113 Burdo and EPA 114 Kilgour for Oil and Gas and EPA150 and EPA151 for Oil Shale have been withdrawn.

Oil Shale EPA‟s 150 and 151 were applied for on the 28/8/07 and 18/6/07 respectively. At the time the price of a barrel of oil was high and eventually peaked at over $US150.00. The company was preparing for a decade of high oil prices. This did not eventuate. The company did not want to mine and retort the oil shale located. The new microwave technology was the preferred extractive mechanism, however with the plunge in the price of oil it now makes this process uneconomic.

10

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


Oil and Gas EPA‟s113 and 114 were both applied for on the 29/9/03 and are still in the application stage. A search for a joint venture partner both in Australia and overseas has not been successful and the company has decided to withdraw the applications.

Western Australia The company will still retain its small interest in EP448 in the Canning Basin, currently being explored by Arc Energy Ltd.

Significant Change in State of Affairs

The following significant change in the state of affairs of the company occurred during the financial year:

  • The company accepted Iron Mountain‟s offer for its shares in Terrain Minerals Ltd and is now a significant shareholder in Iron Mountain.

  • The company changed its name to United Orogen Ltd to reflect the move away from mainly uranium exploration and the secession of oil, gas and oil shale exploration as a sole participant.

Matters subsequent to the end of the financial year

The issue of 8,732,341 Iron Mountain Mining Ltd shares as consideration for the disposal of the Company‟s investment in Terrain Minerals Ltd occurred on 1 July 2009.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.

Likely developments and expected results of operations

Likely developments, future prospects and business strategies of the operations of the company and the expected results of those operations have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would likely to result in unreasonable prejudice to the company.

Environmental Regulation

The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the first measurement period 1 July 2008 to 30 June 2009 the directors have assessed that there are no current reporting requirements, and will continue to monitor the requirements going forward.

So far as the Directors‟ are aware there have been no significant breaches of environmental conditions of the Company‟s exploration licenses.

REMUNERATION REPORT

The information contained in the remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.

Remuneration policy

The Company‟s policy for determining the nature and amount of emoluments of board members and senior executives are as follows:

Executive Remuneration

The Company‟s remuneration policy for executive directors is designed to promote superior performance and long term commitment to the Company. Executives receive a base salary which is market related. Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions where it is in the best interests of the

11

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


Company and its shareholders to do so. The Board‟s reward policy reflects its obligation to align executive‟s remuneration with shareholders‟ interests and retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:

  • Reward reflects the competitive market in which the Company operates

  • Individual reward should be linked to performance criteria; and

  • Executives should be rewarded for both financial and non-financial performance.

Refer below for details of Executive Directors‟ remuneration.

Non- Executive Remuneration

Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The Board recommends the actual payments to Directors. The maximum aggregate remuneration approved for Non-Executive Directors is currently $100,000. All Directors are entitled to have any indemnity insurance paid by the Company (currently nil). Currently each Non-Executive Director is entitled to receive $45,000 per annum. (Plus statutory superannuation entitlements)

Refer below for details of Non-Executive Directors‟ remuneration.

The Board may exercise discretion in relation to approving incentives, bonuses and options. 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. Refer to Note 16(b) of the financial report for details of all Directors‟ share and option holdings.

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.

All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using either the Black-Scholes or binomial methodologies.

The board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board 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 (currently $100,000). Fees for Non-Executive Directors are not linked to the performance of the Company. However, to align Directors‟ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in an employee option plan (none adopted to date).

Performance based remuneration

The Company currently has no performance based remuneration component built into Director and executive remuneration packages.

The Board believes that as the company is in its start up phase of development it is not feasible to establish meaningful Key Performance Indicators from which to base Director and Executive remuneration packages. Once the company is more fully established the Board will reconsider this policy.

Directors and Executive Officers Emoluments (Key Management Personnel)

Details of remuneration

Details of the remuneration of the directors and key management personnel of United Orogen Limited are set out below.

The Key Management Personnel of the company are the directors, company secretaries and chief financial officer:

12

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


David Alan Zohar (Executive Director) (Company Secretary until 20 July 2009) John Karajas (Non-Executive Director)

Zhukov Pervan (Non-Executive Chairman)

William Edwin Bannister (Managing Director)

Susanne Waters (Company Secretary) (Until 1 October 2008)

Mark Killmier (Chief Financial Officer) (From 7 May 2009) (Company Secretary from 20 July 2009)

Key Management Personnel Remuneration:

2009
Name
David Alan Zohar
John Karajas
Zhukov Pervan
William Edwin
Bannister
Susanne Waters1
Mark Killmier2
Total
Short Term
Post-
employment
Share based
payments
Cash salary
and fees
$
Cash
bonus
$
Superannuation
$
Options
$
Shares
$
Total
$
Value of Share
Based
payments as a
% of total
remuneration
90,000
-
8,100
-
-
98,100
Nil
-
-
30,000
-
-
30,000
Nil
30,000
-
-
-
-
30,000
Nil
150,000
-
13,500
-
-
163,500
Nil
-
-
-
-
-
-
Nil
-
-
-
-
-
-
Nil
270,000
-
51,600
-
-
321,600
Nil

Note

  • 1 Ms Waters‟ salary and superannuation entitlements are paid by Iron Mountain Mining Ltd which she was joint company secretary for. During the year United Orogen paid $3,500 to Iron Mountain Mining Ltd in respect of secretarial services provided by Ms Waters.

  • 2 Mr Killmiers‟ salary and superannuation entitlements are paid by Iron Mountain Mining Ltd which he is Chief Financial Officer for. During the year no amounts were paid by the company to Iron Mountain Mining Ltd in respect of services provided by Mr Killmier.

2008
Name
David Alan Zohar
John Karajas
Zhukov Pervan
William Edwin
Bannister
Susanne Waters1
Total
Short Term
Post-
employment
Share based
payments
Cash salary
and fees
$
Cash
bonus
$
Superannuation
$
Options
$
Shares
$
Total
$
Value of Share
Based
payments as a
% of total
remuneration
90,000
-
8,100
-
-
98,100
Nil
-
-
30,000
-
-
30,000
Nil
30,000
-
-
-
-
30,000
Nil
150,000
-
13,500
-
-
163,500
Nil
-
-
-
-
-
-
Nil
270,000
-
51,600
-
-
321,600
Nil

Note

  • 1 Ms Waters salary and superannuation entitlements are paid by Iron Mountain Mining Ltd which she was joint company secretary for. During the year United Orogen paid $30,205 to Iron Mountain Mining Ltd in respect of secretarial services provided by Ms Waters.

There are no short term incentive plans in place for Key Management Personnel at any time during the 2008 or 2009 years.

13

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


Additional Information

The table below sets out the performance of the company and the consequences on shareholders‟ wealth for the period from listing on the Australian Stock Exchange on 16 October 2006 to the end of the current financial period.

2009 2008 2007
Quoted price of ordinary shares at period end (cents) 3.20 10.00 13.50
Quoted price of options at period end (cents) 0.50 4.50 4.50
Loss per share 2.57 1.62 0.91
Dividends paid - - -

Note: Information is not disclosed for 2006 years and prior as the company was not listed and its securities were not widely available for sale.

Service Agreements and remuneration commitments (audited)

The Company has two executive service agreements that came into effect from the date the Company was granted a listing on the ASX on 16 October 2006. Mr Bannister has a two year contact at the rate of $150,000 per annum plus statutory superannuation and Mr Zohar has a two year contact at the rate of $90,000 per annum plus statutory superannuation. Mr Zohar is required to work at least 20 hours per week for at least 40 weeks per annum. Payment of a termination benefit on early termination by the company, other than for gross misconduct, equal to the base salary for the remaining term of the agreement. The financial commitments under these arrangements have been met in full during the financial year. Mr Bannister‟s agreement was extended for a period of 12 months effective from 1 November 2008. Mr Killmier has a service agreement with Iron Mountain Mining Limited which may be terminated with one month‟s notice from either party. While he is contracted at a rate of $150,000pa (plus statutory superannuation) per five day week, he is currently employed 4 days per week at a rate of $120,000pa plus statutory superannuation, with United Orogen Limited being charged 12.5% of this from July 1, 2009.

As mentioned above, there is currently no performance based remuneration paid to directors. Therefore 100% of their remuneration package is non-performance based.

As at 30 June 2009, the outstanding commitments under the agreement to the key management personnel are as follows:

Due within 1 year
Due 1 to 2 years
Total
Mr Zohar
$
Mr Bannister
$
Total
$
-
54,500
54,500
-
-
-
-
54,500
54,500

As at 30 June 2008, the outstanding commitments under the two agreements to the key management personnel are as follows:

Due within 1 year
Due 1 to 2 years
Total
Mr Zohar
$
Mr Bannister
$
Total
$
28,481
47,467
75,948
-
-
-
28,481
47,467
75,948

Securitisation Policy

United Orogen Limited‟s security trading policy provides guidance on acceptable transactions in dealing in the Company‟s various securities, including shares, debt notes and options. United Orogen Limited‟s security trading policy defines dealing in company securities to include:

14

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


  • (a) Subscribing for, purchasing or selling Company Securities or entering into an agreement to do any of those things;

  • (b) Advising, procuring or encouraging another person (including a family member, friend, associate, colleague, family company or family trust) to trade in Company Securities; and

  • (c) Entering into agreements or transactions which operate to limit the economic risk of a person‟s holdings in Company Securities.

The securities trading policy details acceptable and unacceptable times for trading in Company Securities including detailing potential civil and criminal penalties for misuse of “inside information”. The Directors must not deal in Company Securities without providing written notification to the Chairman. The Chairman must not deal in Company Securities without the prior approval of the Managing Director. The Directors are responsible for disclosure to the market of all transactions or contracts involving the Company‟s shares.

The United Orogen Limited Employee Option Plan rules contain a restriction on removing the „at risk‟ aspect of the options granted to key management personnel and executives. Participants in the United Orogen Limited Employee Option Plan may not enter into derivative transactions with third parties to eliminate the performance element of the options. This rule is enforced via an annual declaration of compliance by all option plan participants.

End of Audited Remuneration Report Shares Under Option

Unissued ordinary shares of United Orogen Limited under option at the date of this report are as follows:

Date options granted Expiry Date Issue price of
shares
Number under option
4 August 2005 4 August 2010 20 cents 19,500,000
16 October 2006 4 August 2010 20 cents 17,839,300
24July2007 4 August 2010 20cents 1,000,000

During the year ended 30 June 2009 22,500 shares were issued as the result of the exercise of 22,500 options.

Directors’ Meetings

The following table sets out the number of meetings of the Company‟s Directors held while each Director was in office and the number of meetings attended by each Director:

Board Meetings
Number of Number of
Director meetings held meetings
attended
David Alan Zohar 3 3
John Karajas 3 3
Zhukov Pervan 3 3
William Edward Bannister 3 3

Indemnifying Officers or Auditor

During or since the year ended 30 June 2009 the company has not given any indemnity or entered into an agreement to indemnify, or paid or agreed to pay any insurance premiums on behalf of the Directors or auditors of the company.

Proceedings on behalf of the company

No person has applied for leave of Court under section 237 of the Corporations Act 2001 to bring proceedings on behalf of the company or intervene in any proceedings to which the company is party for the purpose of taking responsibility on behalf of the company for all or part of these proceedings.

15

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S R E P O R T


The company was not a party to any such proceedings during the year.

Non-audit services

No non-audit services were provided to the company by the company‟s auditors during the year ended 30 June 2009. Non-audit services are only provided by the company‟s auditors where the board of Directors is satisfied that the provision of non-audit related services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

Auditor’s Independence Declaration

The auditor‟s independence declaration, as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2009 has been received and is set out on page 17.

Signed in accordance with a resolution of Directors.

==> picture [118 x 34] intentionally omitted <==

Zhukov Pervan Chairman

Perth Western Australia

30 September 2009

16

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

==> picture [138 x 32] intentionally omitted <==

==> picture [16 x 32] intentionally omitted <==

BDO Ken d alls Audit & Assurance (WA) Pty Ltd 128 Hay S t reet Subiaco W A 6008 PO Box 7 0 0 West Perth WA 6872 Phone 61 8 9380 8400 Fax 61 8 9 3 80 8499 aa.perth @ bdo.com.au www.bdo . com.au ABN 79 1 1 2 284 787

30 September 2009

The Directors United Orogen Limited Level 7, 231 Adelaide Terr a ce PERTH WA 6000

Dear Sirs

DECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF UNITED OROGEN LIMITED

As lead auditor of United O rogen Limited for the year ended 30 Jun e 2009, I declare that, to the best of my kno w ledge and belief, there have been no contr a ventions of:

  • the auditor independence requirements of the Corporations Act 20 0 1 in relation to the audit; and

  • any applicable code of professional conduct in relation to the audit.

Chris Burton Director

BDO Kendalls Audit & Assurance (WA) Pty Ltd Perth, Western Australia.

BDO Kendalls is a national association of separa t e partnerships and entities. Liability limited by a scheme approved under Profes s ional Standards Legislation.

U N I T E D O R O G E N L I M I T E D I N C O M E S T A T E M E N T S For the year ended 30 June 2009


Note 2009
$
2008
$
Revenue from continuing operations
4
Administration
Exploration costs
Occupancy costs
Consulting and management
Depreciation
Employment costs(including directors)
Share of net loss of associates accounted for using
the equity method
24
Impairment of available for sale financial assets
11
Impairment of investments in associates
24
Loss on sale of available for sale financial assets
Impairment of related party receivables
9
Provision for impairment of receivables
(Loss) Before Income Tax
Income tax expense
5
NET (LOSS) ATTRIBUTABLE TO MEMBERS
Basic and diluted earnings/(loss) per share (cents)
26
620,865
542,473
(187,296)
(186,941)
(120,847)
(364,421)
(7,238)
(43,934)
-
-
(15,165)
(12,791)
(544,551)
(611,750)
(351,391)
(28,771)
(740,197)
(99,800)
(235,031)
(203,688)
(68,367)
-
-
(40,870)
(15,807)
-
(1,665,025)
(1,050,493)
-
-
(1,665,025)
(1,050,493)
(2.57)
(1.62)

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

18

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D B A L A N C E S H E E T S As at 30 June 2009


Note 2009
$
2008
$
CURRENT ASSETS
Cash and cash equivalents
6
Trade and other receivables
7
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
8
Receivables
9
Investments accounted for using the equity
method
10
Available for sale financial assets
11
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
12
Provisions
13
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed Equity
14
Reserves
15
Accumulated losses
TOTAL EQUITY
1,406,867
2,219,545
13,804
24,862
1,420,671
2,244,407
848,776
863,941
-
-
-
962,741
911,496
804,370
1,760,272
2,631,052
3,180,943
4,875,459
57,769
64,051
1,238
5,118
59,007
69,169
59,007
69,169
3,121,936
4,806,290
6,697,752
6,693,252
154,380
178,209
(3,730,196)
(2,065,171)
3,121,936
4,806,290

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

19

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D S T A T E M E N T S O F C H A N G E S I N E Q U I T Y For the year ended 30 June 2009


2008
Balance as at 1 July 2007
Changes in the fair value of available for sale
financial assets
Net Income recognised directly in equity:
(Loss) for the year
Total recognised income and expense for the
year
Transactions with equity holders in their
capacity as equity holders:
Options exercised during the year
Options issued for services
Balance as at 30 June 2008
2009
Balance as at 1 July 2008
Changes in the fair value of available for sale
financial assets
Net Income recognised directly in equity:
(Loss) for the year
Total recognised income and expense for the
year
Transactions with equity holders in their
capacity as equity holders:
Options exercised during the year
Options issued for services
Balance as at 30 June 2009
Contributed
Equity
$
Accumulated
(Losses)
$
Reserves
$
Total
$
6,689,252
(1,014,678)
39,080
5,713,654
-
-
77,829
77,829
-
-
77,829
77,829
-
(1,050,493)
-
(1,050,493)
(1,050,493)
77,829
(972,664)
4,000
-
-
4,000
-
-
61,300
61,300
6,693,252
(2,065,171)
178,209
4,806,290
Contributed
Equity
$
Accumulated
(Losses)
$
Reserves
$
Total
$
6,693,252
(2,065,171)
178,209
4,806,290
-
-
(23,829)
(23,829)
-
-
(23,829)
(23,829)
-
(1,665,025)
-
(1,665,025)
-
(1,665,025)
(23,829)
(1,688,854)
4,500
-
-
4,500
-
-
-
-
6,697,752
(3,730,196)
154,380
3,121,936

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

20

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D C A S H F L O W S T A T E M E N T S For the year ended 30 June 2009


Note
CASH FLOWS FROM OPERATING ACTIVITIES
Other Income
Payments for exploration, evaluation and acquisition
costs
Payments to suppliers and employees
Interest received
Goods and services tax (paid)/received
NET CASH (OUTFLOW) FROM OPERATING ACTIVITIES
21
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for plant and equipment
Payments for available for sale investments
Payments for purchase of investment in associate
Proceeds from sale of investment in associate
Loans to related entities
NET CASH (OUTFLOW) FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares
Loans to director related entities
NET CASH (OUTFLOW)/INFLOW FROM FINANCING
ACTIVITIES
NET INCREASE / (DECREASE) IN CASH AND CASH
EQUIVILENTS
Cash and cash equivalents at the beginning of the
financial year
CASH AND CASH EQUIVALENTS AT THE END OF THE
FINANCIAL YEAR
21
2009
$
2008
$
74,593
55,075
(120,847)
(333,230)
(750,970)
(796,739)
83,968
245,218
-
55,472
(713,256)
(774,204)
-
(192,086)
-
(669,649)
(109,154)
(1,195,200)
21,039
505,491
(15,807)
-
(103,922)
(1,551,444)
4,500
4,000
-
(49,258)
4,500
(45,258)
(812,678)
(2,370,906)
2,219,545
4,590,451
1,406,867
2,219,545

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

21

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for United Orogen Limited as an individual entity.

(a) Basis of preparation

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (including Australian Interpretations) and the Corporations Act 2001. The financial statements have been prepared on a going concern basis.

Compliance with IFRS

The financial report of United Orogen Limited also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, certain classes of property, plant and equipment and investment property.

Critical accounting estimates and significant judgements

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

(b) Segment Reporting

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

(c) Principles of Consolidation

Associates

Associates are all entities over which the company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights and/or board representation. Investments in associates are accounted for in the company‟s financial statements using the equity method of accounting, after initially being recognised at fair value. The company‟s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition (refer to note 24).

(d) Exploration and Evaluation Expenditure

Acquisition, exploration and evaluation expenditure incurred is written off as incurred.

22

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


When production commences, the accumulated development 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. Any costs of site restoration are provided for during the relevant production stages, (where the liabilities exist) and included in the costs of that stage.

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.

(e) Impairment of assets

At each reporting date, the Company 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 assets carrying value. Any excess of the assets 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 Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(f) Trade and other Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset‟s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

The amount of the impairment loss is recognised in the income statement within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the income statement.

(g) Property, Plant & Equipment

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

Property

Freehold land and buildings are shown at cost less subsequent depreciation for buildings.

23

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Plant & equipment

Plant and equipment are measured on the cost basis less depreciation and impairment losses.

Depreciation

Items of property, plant and equipment are depreciated using the diminishing value method over their estimated useful lives to the Company. The depreciation rates used for each class of asset for the current period are as follows:

  • Land & Buildings 2.5%

  • Computer Equipment 50%

Assets are depreciated from the date the asset is ready for use.

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. The recoverable amount is assessed on the basis of expected net cash flows that will be received from the assets continual use or subsequent disposal.

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.

(h) 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.

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 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.

24

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


(i) Employee Benefits

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within12 months of the reporting date are recognised in other creditors in respect of employees‟ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

Long service leave

The liability for long service leave expected to be settled within 12 months of the reporting date is recognised in the provision for employee benefits and is in accordance with (i) above. The liability for long service leave expected to be settled more than 12 months from the reporting date is recognised in the provision for employee benefits and is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(j) Share-based payments

The Company provides benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares („equity-settled transactions‟).

The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award („vesting date‟).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

25

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


(k) Investments and other Financial Assets

Recognition

Financial instruments are initially measured at fair value 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.

Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

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. 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.

Loans and receivables

Loans and receivables are non-derivate financial assets initially recognised at fair value 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.

Details on how the fair value of financial instruments is determined are disclosed in note 2.

Impairment

The company assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement.

If there is evidence of impairment for any of the Company‟s financial assets carried at amortised cost, the loss is measured as the difference between the asset‟s carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset‟s original effective interest rate. The loss is recognised in the income statement.

(l) Cash and Cash Equivalents

For the purpose of the Cash Flow Statement, cash includes cash on hand and in banks, and money market investments readily convertible to cash within three months, net of outstanding bank overdrafts.

(m) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised. Sales revenue is recognised upon the issue of an invoice to customers.

26

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


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

Option fee income is recognised when payment for the option fee is received.

Revenue from the sale of investments is recognised when the relevant sale contract is executed.

(n) Contributed Equity

Ordinary issued share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction in share proceeds received.

(o) Trade and other payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

(p) Joint Ventures

Interest in the joint venture operation is brought to account by including in the respective classifications, the share of individual assets employed and share of liabilities and expenses incurred.

(q) Provisions

Provisions for legal claims and make good obligations are recognised when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management‟s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(r) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis.

(s) Goods and Services Tax (GST)

27

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


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.

(t) Earnings per Share

Basic earnings per share

Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of service equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share

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

(u) Comparatives

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

(v) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2009 reporting periods. The Company‟s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 (effective from 1 January 2009)

AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a 'management approach' to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Company will adopt AASB 8 from 1 July 2009. It is likely to result in an increase in the number of reportable segments presented. In addition, the segments will be reported in a manner that is more consistent with the internal reporting provided to the chief operating decision-maker. As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segment may also require a reallocation of goodwill. However, this is not expected to result in any additional impairment of goodwill.

(ii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101 (effective from 1 January 2009)

28

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


The September 2007 revised AASB 101 requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Company will apply the revised standard from 1 July 2009.

(iii) AASB 2008-1 Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations (effective from 1 January 2009)

AASB 2008-1 clarifies that vesting conditions are service conditions and performance conditions only and that other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Company will apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the Company's share-based payments.

(iv) Revised AASB 3 Business Combinations, AASB 127 Consolidated and Separate Financial Statements and AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 (effective 1 July 2009)

The revised AASB 3 continues to apply the acquisition method to business combinations, but with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest‟s proportionate share of the acquiree‟s net assets. All acquisition-related costs must be expensed. This is different to the Company's current policy which is set out in note 1(c) above.

The revised AASB 127 requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss. This is consistent with the Company's current accounting policy if significant influence is not retained.

The Company will apply the revised standards prospectively to all business combinations and transactions with non-controlling interests from 1 July 2009.

2. FINANCIAL RISK MANAGEMENT

The Company‟s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk.

Risk management is carried out by the Board in their day to day function as the overseers of the business. Where necessary the Board provides principles for overall risk areas, as well as defined policies for specific risks such as foreign exchange and credit risk. Currently the Board has not deemed it necessary to issue written principal cover financial risks.

29

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


The Company holds the following financial instruments:

Financial Assets
Cash and cash equivalents
Trade and other receivables
Investments accounted for using the equity method
Available-for-sale financial assets
Receivables
Financial Liabilities
Trade and other payables
2009
2008
$
$
1,406,867
2,219,545
5,623
6,600
-
962,741
911,496
804,370
-
-
2,323,986
3,993,256
57,769
64,051
57,769
64,051

(a) Market Risk

(i) Foreign Exchange Risk

The company‟s operations are limited to domestic activities within Australia.

(ii) Price risk

The Company is exposed to equity securities price risk. This arises from investments held by the Company and classified on the balance sheet as available-for-sale. The Company is not exposed to commodity price risk.

The majority of the Company‟s equity investments are publicly traded and listed on the Australian Securities Exchange.

The company manages equity securities price risk by only investing in companies where the Board has a detailed understanding of its financial and operational position.

The table below summarises the impact of the all ordinaries index on the Company's post-tax profit for the year and on equity. The analysis is based on the assumption that the all ordinaries index had decreased by 25.97% (2008 – decreased by 15.49%) with all other variables held constant and all the Company‟s equity instruments moved according to the historical correlation with the index.

The Company‟s equity investments do not form part of any quoted index. Accordingly the company has adopted the movement in the all ordinaries index for the purpose of assessing the sensitivity of equity securities price risk as this index is the commonly accepted measure of general quoted equity investment price movement. This methodology and assumptions in measuring equity security price risk is consistent with the prior reporting period.

Impact on Post Tax Profit Impact on Post Tax Profit Impact on Equity Impact on Equity
2009 2008 2009 2008
$ $ $ $
All ordinaries index 310,412 - 332,621 (228,742)

Post tax profit and equity would further increase/(decrease) as a result of gains/(losses) on equity securities classified as available-for-sale.

Given the nature of the financial assets, the Directors believe the all ordinaries index is the most appropriate benchmark to measure the sensitivity of the price risk of the company‟s listed financial investments. However, it should be noted that the maximum negative impact on net loss is $911,496.

30

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


(iii) Cash flow and fair value interest rate risk

The Company's main interest rate risk arises from funds on interest bearing deposits. Funds on interest bearing deposits at variable rates expose the Company to cash flow interest rate risk. During 2008 and 2009, the Company‟s funds on deposit at variable rate were denominated in Australian Dollars only.

As at the reporting date, the Company had the following variable rate interest bearing deposits :

30 June 2009 30 June 2008
Weighted Balance Weighted Balance
average average
interest rate interest rate
% $ % $
Funds on deposit 4.78 1,406,867 6.85 2,219,545

The company has assessed that the impact of movements in interest rates does not have a material impact on the net profit after tax. Accordingly the company‟s funds on deposit are managed according to the cash flow requirements of the company rather than impact of interest rate risk.

Company sensitivity

At 30 June 2009, if interest rates had changed by -/+ 80 basis points (2008 -/+ 80 basis points) from the year-end rates with all other variables held constant, post-tax profit for the year would have been $14,048 lower/higher (2008 – change of 80 bps: $28,638 lower/higher), mainly as a result of higher/lower interest income from cash and cash equivalents. Equity would have been $14,048 lower/higher (2008 - $28,638 lower/higher) mainly as a result of an increase/decrease in the interest income from cash and cash equivalents.

The company determines the reasonably possible movements in interest rates by reference to external sources of data. In the current year this analysis indicated that a change of 80 basis points up or down was reasonably possible compared to a change of plus or minus 80 basis points determined in the prior year.

(b) Credit risk

Credit risk is managed on a Company basis. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions and receivables from Joint Venture and Farm-In operations.

The Company‟s maximum exposure to credit risk at the reporting date was:

Financial Assets
Cash and cash equivalents
Related party receivables
Other receivables
Total
2009
2008
$
1,406,867
2,219,545
-
6,600
5,623
10,890
1,412,490
2,237,035

The Directors believe that there is negligible credit risk with the cash and cash equivalents, as funds are held at call with the National Australia Bank which has a short term credit rating of A- 1+ issued by Standard & Poor‟s rating agency.

Other receivables relate to amounts due from the Australian Taxation Office and accordingly the Directors believe there to be negligible credit risk with these receivables.

At balance date the company has no outstanding trade receivables.

31

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Related party receivables have been fully impaired as the Directors do not believe these receivables to be recoverable.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested at call interest bearing deposits or in bank bills that are highly liquid and with maturities of less than six months.

Financing arrangements

The company does not have any financing arrangements.

Maturities of financial liabilities

The Company‟s only debt relates to trade payables where payments are generally within 30 days.

(d) Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Company is the bid price at the end of the financial year.

The fair value of financial instruments that are not traded in an active market (for example, investments in unlisted subsidiaries) is determined using net asset value.

3. Critical Accounting Estimates and Judgements

Key estimates-impairment

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

During the year ended 30 June 2009, the Company made significant judgement about the impairment of a number of its available-for-sale financial assets.

The Company follows the guidance of AASB 139 Financial Instruments: Recognition and Measurement on determining when an available-for-sale financial asset is impaired. This determination requires significant judgement. In making this judgement, the Company evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and near term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

The decline in fair value below cost for some of these assets has been considered to be significant and/or prolonged. The Company has recorded an impairment loss during the year ended 30 June 2009, being the transfer of the accumulated fair value adjustments recognised in equity on the impaired available-for-sale financial assets to the income statement.

4. Revenue

2009 2008 $ $

32

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


From Continuing Activities

From Continuing Activities
Sales revenue from continuing operations
Other Revenue
Interest received
Other income
Option fee income
Gain on disposal of available for sale financial assets
Gain on disposal of investments in associates
Reversal of impairment of investments in associates
61,812
30,075
83,968
245,218
-
25,000
-
242,180
36,366
-
438,719
-
620,865
542,473

5. Income Tax

Net (Loss) before tax
Prima facie tax benefit at 30%
Tax effect of:
Disposal of investments
Share of loss from associate
Non-deductible expenses
Provisions & accruals
Capital raising costs
Fair value adjustment through income statement
Impairment of investments in associates
Impairment of related party receivables
Tax losses and temporary differences not brought to account
Income Tax
(1,665,025)
(1,050,493)
(499,507)
(315,148)
9,599
-
105,417
8,631
2,000
18,390
5,079
3,378
(58,883)
(58,883)
222,059
29,940
(61,106)
12,261
-
61,107
275,342
240,324
-
-

Income Tax Loss

Deferred tax asset arising from tax losses and temporary differences of the Company not brought to account at balance date as realisation of the benefit is not regarded as highly probable. 1,128,719 781,747

The benefit for tax losses will only be obtained if:

  • (i) the company derives future assessable income of a nature and amount sufficient to enable the benefit from the tax losses to be realised;

  • (ii) the company continues to comply with the conditions for deductibility imposed by tax legislation; and

  • (iii) no changes in tax legislation adversely affect the company realising the benefit from the deductions for the losses.

Deferred Tax Assets (at 30%) not brought to account as at 30 June 2009 are made up of:


Tax losses

Provisions and accruals

Capital raising costs
995,237
16,214
117,268
594,461
11,135
176,151
1,128,719
781,747

33

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


6.
Cash and Cash Equivalents
Cash at bank and in hand
2009
$
2008
$
1,406,867
2,219,545
1,406,867
2,219,545

The Company‟s exposure to interest rate risk is discussed in Note 2. The maximum exposure to credit risk of the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above.

7.
Trade and other receivables
Related party receivables (see note 19 (b))
Provision for impairment of receivables
Goods and services tax refund
Prepayment
15,807
6,600
(15,807)
(-)
5,623
10,890
8,181
7,372
13,804
24,862

There are no receivables that are past due but not impaired.

Refer Note 2 for Financial Risk Management.

8.
Property, Plant and Equipment
Computer and sundry plant and equipment, at cost
Accumulated depreciation
Land and buildings, at cost
Accumulated amortisation
TOTAL PROPERTY, PLANT AND EQUIPMENT
31,811
31,811
(17,584)
(9,028)
14,227
22,783
845,602
845,602
(11,053)
(4,444)
834,549
841,158
848,776
863,941

Movements during the year

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

2009
Balance at 1 July 2008
Additions
Disposals
Depreciation
Balance at 30 June 2009
Land & Buildings
$
Plant & Equipment
$
Total
$
841,158
22,783
863,941
-
-
-
-
-
-
(6,609)
(8,556)
(15,165)
834,549
14,227
848,776
2008
Balance at 1 July 2007
Additions
Disposals
Depreciation
Balance at 30 June 2008
Land & Buildings
$
Plant & Equipment
$
Total
$
681,246
3,403
684,649
164,356
27,730
192,086
-
-
-
(4,444)
(8,350)
(12,794)
841,158
22,783
863,941

9. Receivables

2009 2008
$ $

34

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Owing by related party
Less: Impairment
- 40,870
- (40,870)
- -

(a) Impairment of related party receivable (director related company), based on the director‟s assessment of the related party‟s net tangible asset position at 30 June 2008.

10.
Investments accounted for using the equity method
Shares in associates (see note 24)
Less: Impairment
-
1,166,429
-
(203,688)
-
962,741

(a) Shares in associates Investments in associates are accounted for in the financial statements using the equity method of accounting. Refer to note 24 for movements in the carrying value of investments in associates.

associates.
11.
Available for sale financial assets
Shares in listed corporation at fair value1
Shares in unlisted corporation at fair value2 3
At beginning of year
Investment yet to be issued4
Acquisitions
Disposal
Fair Value Adjustment to reserves
Impairment of available for sale financial assets
At end of year
911,496 804,170
- 200
911,496 804,370
804,370 420,000
960,558 -
- 669,649
(89,404) (263,308)
(23,831) 77,829
(740,197) (99,800)
911,496 804,370

1 Fair value of investments in listed corporations is assessed as the bid price on the Australian Securities Exchange at the close of business on balance date.

2 The unlisted investment is ordinary shares in Black Gold Resources Limited, a Director related entity.

3 Unlisted financial assets are traded in inactive markets. The fair value of the unlisted investment has been recognised based on the net tangible asset backing of the investment.

4 The offer and acceptance of Iron Mountain Mining Ltd was on the 17th June 2009. Physical issue of the shares did not occur until the 1[st] July 2009.

12. Trade and other payable

Trade Creditors and accruals Refer Note 2 for Financial Risk Management.

57,769 64,051
57,769 64,051

35

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


13.
Provisions
Employee entitlements – annual leave
2009
$
2008
$
1,238
5,118
1,238
5,118

Based on past experience it is expected that the annual leave entitlements reported above will be taken in full during the next financial year.

==> picture [125 x 40] intentionally omitted <==

14. Contributed Equity

(a) Issued and Paid Up Capital


64,762,853 (2008: 64,740,353) fully paid ordinary shares
Capital raising costs
7,689,923
7,685,423
(992,171)
(992,171)
6,697,752
6,693,252

(b) Movement of fully paid ordinary shares during the period were as follows:

At the beginning of the year
Opening balance of shares
Share options exercised
At Reporting Date
2009
2008
Number of
Shares
$
Number of
Shares
$
64,740,353
6,693,252
64,720,353
6,689,252
22,500
4,500
20,000
4,000
64,762,853
6,697,752
64,740,353
6,693,252

(c) Share Options

The Company has on issue as at 30 June 2009, 38,339,300 options excercisable at 20 cents at year end over unissued shares. The Options are exercisable at 20 cents each, on or before 4 August 2010.

(d) Terms and Conditions of Issued Capital

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. At shareholders‟ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has a vote on a show of hands. Ordinary shares have no par value.

(e) Capital Risk Management

The company‟s objectives when managing capital are to safeguard its ability to continue as a going concern so that the company can provide returns to shareholders and benefits for other stakeholders whilst maintaining an optimal capital structure to reduce the cost of capital. The Company considers capital to consist of cash reserves on hand and available for sale financial assets.

The company monitors its working capital position against expenditure requirements to undertake its planned exploration program and maintain its ongoing operations. Where required the company will sell assets, issue new securities, raise debt or modify its exploration program to ensure the company‟s working capital requirements are met.

36

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


15. Reserves

The Option Reserve is used to recognise fair value of options issued. The available-for-sale investment revaluation reserve recognises the change in value of available for sale assets. Details of movements in reserves is shown below.

Option Reserve
Balance at the beginning of the year
Increase on option based payments
Balance at end of year
Available for sale investments revaluation reserve
Balance at the beginning of the year
Change in fair value
Balance at end of year
2009
$
2008
$
80,380 19,080
- 61,300
80,380 80,380
97,829 20,000
(23,829) 77,829
74,000 97,829

16. Key Management Personnel Disclosures

(a) Key Management Personnel Compensation:

Short-term
Post employment
Other long-term
Termination benefits
Share-based payment
The Company
The Company
2009
2008
$
$
270,000
270,000
51,600
51,600
-
-
-
-
-
-
321,600
321,600

The detailed remuneration disclosures are provided in the remuneration report on pages 12 to 16.

(b) Equity Instrument Disclosure relating to key management personnel

At balance date the relevant interest of each Director in ordinary fully paid shares and options of the Company were:

2009
Director / Key
Management
Personnel
David Alan Zohar
John Karajas
Zhukov Pervan
William Bannister
Suzanne Waters
Mark Killmier
Fully Paid Ordinary Shares
Balance at
beginning
of the year
Shares issued -
Direct
Transfers/ Ceasing
to be a director1
Balance at
30 June 2009

15,264,403
-
(24,500)
15,239,903
5,525,000
-
-
5,525,000
225,000
-
50,000
275,000
25,000
-
-
25,000
-
-
-
-
-
-
-
-
21,039,403
-
25,500
21,064,903

37

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Note

1 Related to on-market sales/purchases made by Mr Zohar and Dr Pervan. No shares are held nominally.

Director / Key
Management
Personnel
David Alan Zohar
John Karajas
Zhukov Pervan
William Bannister
Suzanne Waters
Mark Killmier
Share Options
Balance at
beginning of
the year
Shares issued -
Direct
Transfers/ Ceasing
to be a director
Balance at
30 June 2009

12,160,000
-
(500,000)
11,660,000
2,012,500
-
-
2,012,500
2,212,500
-
-
2,212,500
2,012,500
-
-
2,012,500
-
-
-
-
-
-
-
-
18,397,500
-
(500,000)
17,897,500

All options are vested and exercisable at the end of the year.

2008
Director / Key
Management
Personnel
David Alan Zohar
John Karajas
Zhukov Pervan
William Bannister
Suzanne Waters
Fully Paid Ordinary Shares
Balance at
beginning
of the year
Shares issued -
Direct
Transfers/ Ceasing
to be a director
Balance at
30 June 2008

15,264,403
-
-
15,264,403
5,525,000
-
-
5,525,000
225,000
-
-
225,000
25,000
-
-
25,000
-
-
-
-
21,039,403
-
-
21,039,403

No shares are held nominally.

Director / Key
Management
Personnel
David Alan Zohar
John Karajas
Zhukov Pervan
William Bannister
Suzanne Waters
Share Options
Balance at
beginning of
the year
Shares issued -
Direct
Transfers/ Ceasing
to be a director
Balance at
30 June 2008

12,160,000
-
-
12,160,000
2,012,500
-
-
2,012,500
2,212,500
-
-
2,212,500
2,012,500
-
-
2,012,500
-
-
-
-
18,397,500
-
-
18,397,500

All options are vested and exercisable at the end of the year.

(d) Other transactions and balances with key management personnel are disclosed in Note 19 (b).


Auditors’ Remuneration
Amounts received or due and receivable by the auditors of United
Orogen Limited for:
-
an audit or review of the financial statements of the entity
2009
$
2008
$
$
25,552 37,462
25,552 37,462

17. Auditors’ Remuneration

18. Segment Information

The Company operates in the mineral exploration industry in Australia only.

38

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


19. Related Party Transactions

(a) Key management personnel

The directors of United Orogen Limited during the financial period were:-

David Alan Zohar

John Karajas Zhukov Pervan William Edwin Bannister

Refer to note 16 for disclosures relating to key management personnel.

(b) Transactions with related parties and key management personnel

During the year ended 30 June 2009 secretarial, consulting and associated services were provided by the company to the following related parties:

Iron Mountain Mining Ltd
Eagle Nickel Ltd
Actinogen Ltd
Red River Resources Ltd
Total
2009
$ (GST excl.)
2008
$ (GST excl.)
11,240
10,008
26,756
1,650
15,711
10,008
15,711
11,416
69,418
33,082

During the year ended 30 June 2009 the company acquired office accommodation, administration support and associated services from Iron Mountain Mining Ltd of $14,128 which includes amounts paid in respect of Ms Waters‟s services as company secretary of $3,500.

During the year ended 30 June 2009 the company acquired sample analysis from Eagle Nickel Ltd of $724.

During the year payments of $1,450 were made to Shoshanna Zohar, Mr Zohars‟ daughter for the administrative services provided to the company during the year.

Expenses totalling $15,807 (GST incl.) were paid on behalf of Central Phosphate Ltd a director related entity of David Zohar. This receivable was owing to the company as at 30 June 2009, and a provision for doubtful debts of $15,807 was raised against the amount.

During the year the company participated in the Terrain Minerals Ltd rights issue acquiring 2,183,086 ordinary shares for a cost of $109,154. These shares were disposed of during the year as part of the 1:2 script offer by Iron Mountain Mining Ltd. The balance of ordinary shares held at year end was Nil.

During the year the company acquired 8,732,341 ordinary shares in Iron Mountain Mining Ltd as a result of the 1:2 script offer for Terrain Minerals Ltd shares made by Iron Mountain Mining Ltd. The fair value of the investment has been assessed as $960,558. 10,232,341 shares are on hand at year end at a fair value of $726,496.

During the year the company sold 7,014,238 Terrain Minerals Ltd options on market. The balance of options held at year end was Nil.

As at 30 June 2009 the company holds 1,000,000 ordinary shares in Black Gold Resources Ltd, a director related entity of David Zohar, at a fair value of Nil. These shares were also on hand as at 1 July 2008.

As at 30 June 2009 the company holds 500,000 ordinary shares in Eagle Nickel Ltd, a director related entity of David Zohar, at a fair value of $25,000. The company also holds

39

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


250,000 attaching options at a fair value of Nil. The shares and options were also on hand as at 1 July 2008.

As at 30 June 2009 the Company holds 2,000,000 ordinary shares in Actinogen Ltd, a Director related entity of David Zohar, at a fair value of $160,000. These shares were also on hand as at 1 July 2008.

(c) Joint ventures

Refer to note 25 for related party joint venture disclosures.

20. Commitments

Tenement Commitments

The following expenditure is required to maintain the exploration tenements over which the Company has an interest in:

Tenement
Number
Holders Area
Blocks/HA
Grant Date Expiry Date Rent
($)
Minimum
Expenditure
($)
E09/1245 ANSELL, Helen Mary 35 Blocks 23/03/2006 22/03/2011 6,460 52,500
E36/549 ANSELL, Helen Mary 34 Blocks 12/11/2007 11/11/2012 4,032
34,000
E52/2016 United Orogen Limited 31 Blocks 19/02/2007 18/02/2012 5,722
31,000
E52/2338 United Orogen Limited 63 Blocks 10/07/2009 9/07/2014 7,471
63,000
E69/2475 United Orogen Limited 94 Blocks N/A N/A N/A N/A
E69/2476 United Orogen Limited 18 Blocks N/A N/A N/A N/A
E69/2336 United Orogen Limited 96 Blocks 5/06/2009 4/06/2014 11,384
96,000
E70/3378 United Orogen Limited 91 Blocks 13/05/2009 12/05/2014 10,791 91,000
E69/1728 Empire Resources Ltd 22 Blocks 29/05/2006 28/05/2011 4,061
33,000
E69/1729 Empire Resources Ltd 70 Blocks 21/11/2006 20/11/2011 12,921
70,000
E69/1826 Empire Resources Ltd 24 Blocks 21/11/2006 20/11/2011 4,430
24,000
E69/2485 Empire Resources Ltd 18 Blocks N/A N/A N/A N/A
E69/1486 JESSUP, Adrian Martin Lambert 6 Blocks 29/05/2006 28/05/2011 1,107 30,000
E69/2357 JESSUP, Adrian Martin Lambert 11 Blocks 8/09/2008 7/09/2013 1,304 20,000
E69/2358 JESSUP, Adrian Martin Lambert 9 Blocks 8/09/2008 7/09/2013 1,067 20,000
P69/40 JESSUP,Adrian Martin Lambert 200 ha 8/09/2008 7/09/2012 462.00
8,000
P69/41 JESSUP, Adrian Martin Lambert 23 ha 8/09/2008 7/09/2012 53 2,000
P69/42 JESSUP, Adrian Martin Lambert 24 ha 8/09/2008 7/09/2012 55
2,000
P69/43 JESSUP, Adrian Martin Lambert 23 ha 8/09/2008 7/09/2012 53 2,000
P69/44 JESSUP, Adrian Martin Lambert 23 ha 8/09/2008 7/09/2012 53 2,000
P69/45 JESSUP, Adrian Martin Lambert 178 ha 8/09/2008 7/09/2012 411 7,120
EP448 Gulliver Productions Pty Ltd, Indigo
Oil Pty Ltd and United Orogen
Limited
210 Blocks 16/06/2006 15/06/2012 15,120 1,000,000
EL25329 Bralich Holdings Pty Ltd 17 Sub Blocks 5/02/2007 4/02/2013 748 14,000
EL25346 Bralich Holdings Pty Ltd 32 Sub Blocks 5/02/2007 4/02/2013 1,408 34,000
EL25382 Bralich Holdings Pty Ltd 39 Sub Blocks 5/02/2007 4/02/2013 1,716 7,000
EL25894 Bralich Holdings Pty Ltd 80 Sub Blocks 19/10/2007 18/10/2013 1,760 18,000

Refer note 25 for commitments under Joint Ventures.

40

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Remuneration Commitments

The Company has two executive service agreements that came into affect from the date the Company was granted a listing on the ASX on 16 October 2006. Mr Bannister has a two year contact at the rate of $150,000 per annum plus statutory superannuation and Mr Zohar has a two year contact at the rate of $90,000 per annum plus statutory superannuation. Mr Zohar is required to work at least 20 hours per week for at least 40 weeks per annum. Payment of a termination benefit on early termination by the company, other than for gross misconduct, equal to the base salary for the remaining term of the agreement. The financial obligations under these contracts were met in full during the financial year. Mr Bannister‟s agreement was extended for a 12 month period effective from 1 November 2008. Mr Killmier has a service agreement with Iron Mountain Mining Limited which may be terminated with one month‟s notice from either party. While he is contracted at a rate of $150,000pa (plus statutory superannuation) per five day week, he is currently employed 4 days per week at a rate of $120,000pa plus statutory superannuation, with United Orogen Limited being charged 12.5% of this from July 1, 2009.

As at 30 June 2009, the outstanding commitments under the agreement to the key management personnel are as follows:

Due within 1 year
Due 1 to 2 years
Total
Mr Zohar
$
Mr Bannister
$
Total
$
-
54,500
54,500
-
-
-
-
54,500
54,500

As at 30 June 2008, the outstanding commitments under the two agreements to the key management personnel are as follows:

Mr Zohar
$
Mr Bannister
$
Due within 1 year
28,481
47,467
Due 1 to 2 years
-
-
Total
28,481
47,467
21.
Reconciliation of the operating (loss) after tax to the net cash flows
from operating activities
Cash Flow Information
Operating loss after income tax
Non cash items-Depreciation
Loss/(Profit) on available for sale financial assets
Profit on sale of investments in associates
Issue of options and shares for expenses
Share of loss of associate
Impairment of available for sale financial assets
Impairment of investments in associates
Reversal of impairment of investments in associates
Impairment of related party receivables
Changes in assets and liabilities
(Decrease)/Increase in payables
(Decrease) in provisions
Decrease in receivables
Net cash flow from/(used in) operating activities
Mr Zohar
$
Mr Bannister
$
28,481
47,467
-
-
Total
$

75,948

-
75,948
2009
2008
$
$
28,481
47,467
(1,665,025)
(1,050,493)
15,165
12,791
68,367
(242,180)
(36,366)
-
-
61,300
351,391
28,771
740,197
99,800
235,031
203,688
(438,719)
-
15,807
40,870
(6,282)
17,308
(3,880)
(15,908)
11,058
69,849
(713,256)
(774,204)

41

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


Reconciliation of Cash
Cash balance comprises;
Cash at bank
Cash on short term deposit
2009
2008
$
$
1,406,867
2,219,545
-
-
1,406,867
2,219,545

Financing facilities available

As at 30 June 2009 the Company had no financing facilities available.

Non Cash financing and Investing Activities

During the year the company acquired 8,732,341 ordinary shares in Iron Mountain Mining Ltd as a result of the 1:2 script offer for Terrain Minerals Ltd shares made by Iron Mountain Mining Ltd.

22. Share – Based Payments

The following share based payments existed at 30 June 2009:

Outstanding at the beginning of the
year
Granted
Forfeited
Exercised
Expired
Outstanding at year end
Exercisable at year end
2009
2008
Number of
options
Weighted
Average
exercise
price
Number
of Options
Weighted
average
exercise
price
20,750,000
30 cents
19,750,000
20 cents
-
-
1,000,000
20 cents
-
-
-
-
-
-
-
-
-
-
-
-
20,750,000
30 cents
20,750,000
30 cents
20,750,000
30 cents
20,750,000
30 cents

On 23 July 2007, the company issued 1,000,000 listed options as part of a tenement acquisition with a deemed fair value of 6.13 cents per option. The fair value was determined using the Black Scholes model.

Input variables used for the valuation were as follows: Volatility – 73.9% Risk Free Rate – 6.31% Current Share Price – 14 cents Weighted average life of the options – 3 years Weighted average exercise price – 20 cents

23. Contingent Liabilities

The Directors are not aware of any contingent liabilities as at 30 June 2009.

42

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


24.
Investments in associates
(a)
Movements in carrying amounts
Carrying amount at the beginning of the year
Acquisition at cost
Share of loss
Impairment
Reversal of impairment on disposal
Proceeds from disposal
Profit/(loss) on disposal
Carrying amount at the end of the financial year
2009
2008
$
$
962,741
109,154
-
1,195,200
(351,391)
(28,771)
(235,031)
(203,688)
438,719
-
(960,558)
-
36,366
-
-
962,741

==> picture [129 x 56] intentionally omitted <==

(b) Summarised financial information of associates

The Company‟s share of the results of its principal associates and its aggregated assets (including goodwill) and liabilities are as follows:

Ownership
Interest
2009
Terrain Minerals Ltd*
0%
Company’s share of:
Assets
$
Liabilities
$
Revenues
$
Loss
$
-
-
9,374
(351,391)
-
-
9,374
(351,391)

The company‟s interest in Terrain Minerals Ltd was sold during the year.

Company’s share of:
Ownership Assets Liabilities Revenues Loss
Interest $ $ $ $
2008
Terrain Minerals Ltd* 20% 1,919,043 42,135 5,689 (28,771)
1,919,043 42,135 5,689 (28,771)
* listed entities
All of the above associates are incorporated in Australia.
2009 2008
$ $
(c)
Fair value of listed investments in associates
Terrain Minerals Ltd -
962,741

43

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


25. Joint Ventures

Bungalow Well - Western Australia

Red River Resources Limited (a company in which Mr Karajas and Mr Zohar are substantial share holders and Directors of) has entered enter into a Joint Venture with United Orogen Limited on the Bungalow Well Uranium Project (Exploration Licence Application E36/549) in the North Eastern Goldfields, Western Australia. The Red River shareholders approved the entering into the joint venture on 23 June 2006. The terms of the heads of Agreement are as follows:

Red River may earn a 40% interest in the tenement by expending $500,000 on exploration over a period of 3 years, and Red River paying to United Orogen $20,000 (paid in July 2006). Following expenditure of $100,000 Red River shall earn a 10% interest in the tenement. Upon expenditure of a further $200,000 Red River shall earn a further 10% interest in the tenement. Upon the expenditure of a further $200,000 Red River shall earn a further 20% interest in the tenement. Red River may withdraw from the joint venture at any time after expending $100,000 on exploration on the tenement.

Bralich Holdings Joint Venture

Bralich Holdings Pty Ltd (Bralich) and the company has entered into a Joint Venture on 5 tenements in the Northern Territory whereby the company keeps the tenements in good standing for two years to earn 70% interest in those leases. Good standing means meeting minimum Mines Department commitments plus other ongoing commitments of the Northern Territory Government and Local Governments. On 24 July 2007 the company issued Bralich one million options for the right to enter into the Joint Venture.

In addition, Bralich and the company have entered into a Joint Venture on another Prospect but in this instance the company earns 50% interest in the tenement for keeping the lease in good standing.

The Joint Ventures commenced on 23 January 2007.

Sandover Project – Northern Territory

During the year the company entered a joint venture arrangement with Broken Range NL. Under the terms of the agreement Broken Range NL can earn an interest of 50% by spending $80,000 on the project over the next 2 years. After the second year Broken Range Ltd is able to acquire United Orogen Limited‟s remaining 20% interest.

Treasure Joint Venture

Aluminex Resources Ltd holds 30% equity over Northern Territory exploration licence EL 25346 with the remaining 70% equity held by the company.

During the year the both the company and Aluminex Resources Ltd entered a joint venture arrangement with Mithril Resources Ltd. Under the terms of the agreement Mithril Resources Ltd can earn an interest of 60% after spending $1,000,000 after 3 years. Mithril Resources Ltd can earn a further 20% interest by spending a further $1,000,000, taking the total interest to 80%. The company‟s interest will be diluted down to 14% should Mithril complete its expenditure commitments in full.

Empire Resources Joint Venture

During the year the company entered a joint venture arrangement with Empire Resources Ltd. Under the terms of the agreement the company will be able to earn a 50% interest in uranium and diamonds and a 70% interest in iron ore across Empire Resources Ltd‟s tenements located within the Earaheedy Basin northeast of Wiluna.

Empire Resources Ltd will also be entitled to earn a 50% interest in uranium and diamonds and a 70% interest for all other minerals including copper, gold and PGM minerals across the company‟s tenements located within the Troy Creek and Miss Fairburn Hills areas.

44

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D N O T E S T O T H E F I N A N C I A L S T A T E M E N T S 3 0 J U N E 2 0 0 9


To earn the interests in each others tenements, the company and Empire Resources Ltd are required but not obligated to spend 50% of the minimum annual expenditure commitment for each individual tenement for a period of 3 years.

26. Earnings per share
2009 2008
Basic and diluted loss per share (cents) (2.57) (1.62)
The options are not considered dilutive and therefore no diluted earnings per share is disclosed.
Weighted average number of ordinary shares used as the 64,760,578 64,736,658
denominator
Net loss used in calculating EPS (1,665,025) ($1,050,493)

27. Events occurring after the reporting date

The issue of 8,732,341 Iron Mountain Mining Ltd shares as consideration for the disposal of the Company‟s investment in Terrain Minerals Ltd occurred on 1 July 2009.

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.

45

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

U N I T E D O R O G E N L I M I T E D D I R E C T O R S D E C L A R A T I O N 3 0 J U N E 2 0 0 9


In the Directors opinion:

  1. The financial statements and notes set out on pages 18 to 46, are in accordance with the Corporations Act 2001 and:

  2. a. Complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  3. b. giving a true and fair view of the company‟s financial position as at 30 June 2008 and of its performance for the financial year ended on that date; and

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

  5. The remuneration disclosure included in the audited Remuneration Report in the Director‟s Report comply with Section 300A of the Corporations Act 2001.

  6. The directors have been given the declaration by the Managing Director, William Bannister, and the Chief Financial Officer, Mark Killmier, as required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

==> picture [118 x 33] intentionally omitted <==

Zhukov Pervan Chairman

Perth, Western Australia 30 September 2009

46

United Orogen Limited Financial Report 2009 ABN: 45 115 593 005

BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Street Subiaco WA 6008 PO Box 700 West Perth WA 6872 Phone 61 8 9380 8400 Fax 61 8 9380 8499 [email protected] www.bdo.com.au

==> picture [152 x 32] intentionally omitted <==

ABN 79 112 284 787

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF UNITED OROGEN LIMITED

We have audited the accompanying financial report of United Orogen Limited, which comprises the balance sheet as at 30 June 2009, 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, other explanatory notes and the directors’ declaration.

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 controls 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 Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 would be in the same terms if it had been given to the directors at the time that this auditor’s report was made.

BDO Kendalls is a national association of separate partnerships and entities. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [122 x 23] intentionally omitted <==

Auditor’s Opinion

In our opinion:

  • (a) the financial report of U nited Orogen Limited is in accordance with th e Corporations Act 2001 , including:

  • (i) giving a true an d fair view of the company’s financial position a s at 30 June 2009 and of its perfor m ance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (includin g the Australian Accounting Inter p retations) and the Corporations Regulations 20 0 1 ; and

  • (b) the financial report al s o complies with International Financial Repor t ing Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report f o r the year ended 30 June 2009. The direct o rs of the company are responsible for the preparation and presentation of the Remuner a tion Report in accordance with section 300A o f the Corporations Act 2001. Our responsibility i s to express an opinion on the Remuneration Re p ort, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuner a tion Report of United Orogen Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.

BDO Kendalls Audit & Assurance (WA) Pty Ltd

Chris Burton Director

Dated this 30[th] day of Septe m ber 2009 Perth, Western Australia