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Resolute Mining Limited Annual Report 2011

Sep 21, 2011

10548_rns_2011-09-21_c4fb9b28-bece-49f5-b025-7d77b71b849f.pdf

Annual Report

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RESOLUTE MINING LIMITED FINANCIAL REPORT

For the year ended 30 June 2011

CONTENTS

CONTENTS
Corporate Directory 3
Directors’ Report 4
Corporate Governance Statement 21
Auditor’s Independence Declaration 27
Consolidated Statement of Comprehensive Income 28
Consolidated Statement of Financial Position 30
Consolidated Statement of Changes in Equity 32
Consolidated Cash Flow Statement 34
Notes to the Financial Statements 35
Directors’ Declaration 122
Independent Auditor’s Report to the Members 123
Shareholder Information 125

CORPORATE DIRECTORY

Directors

Chairman – PE Huston Chief Executive Officer – PR Sullivan Non‐Executive Director – TC Ford Non‐Executive Director – HTS Price

Secretary

GW Fitzgerald

Registered Office and Business Address

4[th] Floor, The BGC Centre 28 The Esplanade Perth, Western Australia 6000

Postal

PO Box 7232 Cloisters Square Perth, Western Australia 6850

Telephone: + 61 8 9261 6100 Facsimile: + 61 8 9322 7597 Email: [email protected]

Quoted on the official lists of the Australian Securities Exchange ASX Ordinary Share Code: “RSG” ASX Listed Convertible Notes Code: “RSGG” ASX Listed Options Code: “RSGO”

Securities on Issue (30/06/2011)

Ordinary Shares 467,638,948 Unlisted Options 10,585,667 Listed Options 51,056,723 Convertible Notes 136,862,475

Legal Advisor

Hardy Bowen Level 1, 28 Ord Street West Perth, Western Australia 6005

Auditor

Ernst & Young Ernst & Young Building 11 Mounts Bay Rd Perth, Western Australia 6000

Bankers

ABN 39 097 088 689

Website

Resolute Mining Limited maintains a web site where all major announcements to the ASX are available: www.rml.com.au

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia 6153 Telephone: + 61 8 9315 2333 Facsimile: + 61 8 9315 2233 Email: [email protected]

Home Exchange

Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade Perth, Western Australia 6000

Barclays Bank Plc Level 24 400 George Street Sydney, New South Wales 2000

Investec Bank (Australia) Limited Level 31, The Chifley Tower 2 Chifley Square Sydney, New South Wales 2000

Citibank Limited Level 23, Citigroup Centre 2 Park Street Sydney, New South Wales 2000

Shareholders wishing to receive copies of Resolute Mining Limited ASX announcements by e‐mail should register their interest by contacting the Company at [email protected]

3

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Your directors present their report on the consolidated entity (referred to hereafter as the “Group” or “Resolute”) consisting of Resolute Mining Limited and the entities it controlled at the end of or during the year ended 30 June 2011.

CORPORATE INFORMATION

Resolute Mining Limited ("RML" or “the Company”) is a company limited by shares that is incorporated and domiciled in Australia.

DIRECTORS

The names and details of the directors of Resolute Mining Limited in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Names, qualifications, experience and special responsibilities

Peter Ernest Huston (Non‐Executive Chairman)

B. Juris, LLB (Hons), B.Com., LLM

Mr Peter Huston was appointed Chairman in 2000. After gaining admission in Western Australia as a Barrister and Solicitor, Mr Huston initially practised in the area of corporate and revenue law. Subsequently, he moved into the area of public listings, reconstructions, equity raisings, mergers and acquisitions and advised on a number of major public company floats, takeovers and reconstructions. Mr Huston is admitted to appear before the Supreme Court, Federal Court and High Court of Australia. Mr Huston was a partner of the international law firm now known as "Deacons" until 1993 when he retired to establish the boutique investment bank and corporate advisory firm known as "Troika Securities Limited".

Mr Huston is a member of the Audit Committee and the Remuneration and Nomination Committee.

Peter Ross Sullivan (Chief Executive Officer)

B.E., MBA

Mr Peter Sullivan was appointed Chief Executive Officer of the Company in 2001 and has been involved with the Group since 1999. Mr Sullivan is an engineer and has been involved in the management and strategic development of resource companies and projects for over 20 years. Mr Sullivan is also a director of GME Resources Limited (appointed 1996).

Mr Sullivan is a member of the Environment and Community Development Committee, the Safety, Security and Occupational Health Committee, and the Financial Risk Management Committee.

Thomas Cummings Ford (Non‐Executive Director)

FAICD

Mr Tom Ford is a non‐executive director and was appointed to the board in 2001. Mr Ford is an investment banker and financial consultant with over 30 years experience in the finance industry. He retired as an executive director of a successful and well regarded Australian investment bank in 1991 and now fulfils a number of non‐executive director roles. He is also Chairman of RESIMAC Limited (appointed 1985), and in the last 3 years he was a non‐executive director of Amalgamated Holdings Limited (appointed in 1993, served until October 2009).

Mr Ford is a member of the Audit Committee and the Remuneration and Nomination Committee.

4

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Henry Thomas Stuart (Bill) Price (Non‐Executive Director) B.Com., FCA, FAICD

Mr Bill Price is a non‐executive director and was appointed to the board in 2003. Mr Price is a Chartered Accountant with over 35 years experience in the accounting profession. Mr Price has extensive taxation and accounting experience in the corporate and mining sector. In addition to his professional qualifications, Mr Price is a member of the Australian Institute of Company Directors, a registered tax agent and registered company auditor. Mr Price is also a director and treasurer of Tennis West.

Mr Price is the Chairman of the Audit Committee and a member of the Remuneration and Nomination Committee.

COMPANY SECRETARY

Greg William Fitzgerald B.Bus., C.A.

Mr Fitzgerald is a Chartered Accountant with over 20 years of resources related financial experience and has extensive commercial experience in managing finance and administrative matters for listed companies. Mr Fitzgerald is also the General Manager – Finance & Administration and has been Company Secretary since 1996. Prior to his involvement with the Group, Mr Fitzgerald worked with an international accounting firm in Australia.

Mr Fitzgerald is a member of the Financial Risk Management Committee.

Interests in the shares and options of Resolute Mining Limited and related bodies corporate

As at the date of this report, the interests of the directors in shares, options and convertible notes of Resolute Mining Limited and related bodies corporate were:

P. Huston
P. Sullivan
T. Ford
H. Price
Ordinary
Shares
Options
Over
Ordinary
Shares
Convertible
Notes
401,421
26,761

3,174,115
2,133,333
200,000
131,315
133,333
200,000
27,191
67,554
100,000
3,734,042
2,360,981
500,000

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

The principal activities of entities within the consolidated entity during the year were:

  • Gold mining; and,

  • prospecting and exploration for minerals.

There has been no significant change in the nature of those activities during the year.

5

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

RESULTS

Revenues from operations increased by 30% to $445.055m (2010: $342.484m) in the year ended 30 June 2011.

The net profit after tax was $42.930m (2010: $56.571m loss).

The average cash price received per ounce of gold sold during the year was $1,337/oz (2010: $1,070/oz).

The $78.358m realised loss on closing out the hedge book did not have an impact on the current year profit result due to this expense being recognised in prior periods.

Net operating cash inflows during the year (which include exploration expenditure) were $58.640m (2010: $31.791m). This does not include the $14.465m of bullion on hand at 30 June 2011.

Net investing cash outflows of $34.242m (2010: $54.001m) relate mainly to expenditure on property, plant and equipment and development.

Net financing outflows of $31.805m (2010: $27.273m inflow) include $46.948m of borrowing repayments.

DIVIDENDS

No dividend has been declared or paid during, or subsequent to, the financial year.

REVIEW OF OPERATIONS

Production

The Group gold production for the year was 330,859 ounces (2010: 352,302 oz) of gold at an average cash cost of $908/oz (2010: $741/oz).

Golden Pride gold mine in Tanzania, Africa, produced 122,921 ounces (2010: 148,675 oz) at a cash cost of $713/oz (or US$708/oz) (2010: $583/oz or US$514/oz).

Ravenswood gold mine in Queensland, Australia, produced 122,576 ounces (2010: 125,652 oz) at a cash cost of $893/oz (2010: $804/oz).

Syama gold mine produced a total of 85,362 ounces (2010: 77,975 oz) at a cash cost of $1,209/oz (or US$1,197/oz)(2010: $1,114/oz or US$1,001).

Development

Mali

  • The Syama Strategic Study was completed and resulted in an expanded pit with a contained reserve of 31.7Mt @ 2.9g/t Au for 2.94 million ounces of gold. This reserve represents a 104% increase over reserves at 30 June 2010.

  • Project management and engineering design for the Syama Expansion Definitive Feasibility Study (“DFS”) was awarded to GR Engineering Services in Perth. This study will include all aspects of the open pit expansion as well as the design and construction of a parallel oxide ore circuit. This study is due for completion in Q1 2012.

  • A positive Feasibility Study was completed for the Supply and Installation of a High Voltage Grid to supply power to Syama. A Memorandum of Understanding and Terms of Reference documents are being progressed between the State of Mali, the Energie du Mali and SOMISY S.A..

6

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Queensland

  • An internal scoping study to assess the benefits of re‐developing the Sarsfield open cut supported the expansion of the open pit. As a result the reserve base at Ravenswood has increased 174% to greater than 1.5m ounces, supporting a further 10 years of operation. A DFS is now underway to evaluate this expansion and also the process to obtain all regulatory approvals for this has commenced.

  • New proven and probable reserves of 6.0Mt @ 2.7g/t Au for 519,000 ounces were estimated for Mt Wright. Infill diamond drilling to the 600mRL delivered a 90,000 ounce reserve addition which largely replaced full‐ year production at Ravenswood.

Exploration

Exploration drilling was carried out in Mali and Queensland while target definition and tenement consolidation work continued in Tanzania and Cote d’Ivoire.

Mali

  • Resource estimates for the Syama Extension, Alpha and Tellem deposits added 5.82Mt@ 2.3g/t for 428,000 ounces to the Syama resource inventory.

  • Drilling at the BA01 Prospect, 5km northeast of Syama, returned excellent first pass intercepts including; 13m @ 5.41g/t Au from 58m and 14m @ 6.48g/t Au from 141m, and 25m @ 7.64g/t Au from 62m.

Queensland

  • Further diamond drilling at Welcome Breccia returned impressive results including 55m @ 10.54 g/t Au from 420m including 14m @ 21.83 g/t Au from 425m, 12m @ 6.18 g/t Au from 524m, and 50m @ 3.87 g/t Au from 298m. Subsequently, an initial inferred resource of 2.04Mt @ 2.04g/t Au for 210,000 ounces was estimated.

  • A drill campaign was commenced in the June Quarter 2011 to test the vertical and lateral extents on the Welcome Deposit. Significant assay results have included 14m @ 18.78 g/t Au from 69m and 25m @ 1.70 g/t Au from 98m from RC drilling just below the old Welcome open pit.

  • Several other Mt Wright style targets in the district are now ready for ground geophysical work and/or drill testing.

Golden Pride Project, Tanzania

  • RC drilling at the Far East deposit returned exceptional near surface intercepts including 18m @ 10.27 g/t Au from 12m, 9m @ 19.16 g/t Au from 23m and 5m @ 6.82 g/t Au from 58m.

Cote d’Ivoire

  • Resolute has secured a significant land holding over targeted portions of the largely underexplored Birimian greenstone belts in Cote d’Ivoire. First pass surface geochemical programs have already defined ten significant gold and pathfinder element anomalies that will undergo further exploration in the coming year.

Corporate

  • Group cash and bullion at 30 June 2011 was $25.678m (2010: $27.921m).

  • Fund raising activities during the year, through a combination of a fully underwritten institutional placement and exercise of existing options, provided gross proceeds of $41.826m.

  • The hedging program was closed out in October 2010. Funding for the gold purchases to achieve this comprised approximately $30.368m from the equity raising in October and $47.991m of credit from the hedging counterparties, Barclays and Investec. The credit is being repaid in monthly instalments between February and September 2011, and as at 30 June, only $18.910m (inclusive of interest) of repayments remain.

7

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

  • At 30 June 2011, the face value of Resolute’s total borrowings were $125.960m (2010: $134.910m). The borrowing amounts stated here differ to those shown on the balance sheet as these amounts exclude sunk‐ cost establishment fees and apportionments between debt and equity as required by accounting standards.

  • The Barclays/Investec senior credit facilities have been recently amended to provide Resolute with more financial flexibility going forward. The revised amortisation profile sees the facility limit reduce to US$25.000m at 31 December 2011, US$12.500m at 30 June 2012 and nil by 10 December 2012.

  • Repayments of borrowings during the year totalled $46.948m (2010: $14.376m), including a voluntary principal repayment of US$10.000m to Barclays/Investec on 30 June. Following the repayment and as a result of the amendment to the debt repayment schedule, Resolute has up to US$10.000m of unused credit on this cash advance facility, which can be utilised if necessary in line with the above limits.

  • Interest of $4.106m owing on the Resolute Convertible Notes for the 6 months ended 30 June 2011 was paid in cash on 1 July 2011 and the $4.469m owing for the previous 6 months was funded / paid from an issue of 3.6m Resolute ordinary shares at an issue price of $1.24 each.

Outlook

Forecast gold production for the Group for the year ending 30 June 2012 is 410,000 ounces at a cash cost of approximately $730 per ounce (based on an assumed USD/AUD exchange rate of US$1.05).

Golden Pride

Gold production is expected to increase slightly this year as a result of the processing of higher grade ore.

Ravenswood

Gold production is expected to be marginally lower in the coming year due to the completion of processing the Sarsfield low grade ore stockpiles and reconfiguration of the operation to treatment of Mt Wright ore only.

Syama

Gold production is expected to significantly improve as the effects of improved reliability and throughput impact positively on the operation and better grade material becomes available from the pit.

Development

Work will continue on the DFS for the Syama Expansion, Syama High Voltage Grid Connection and Sarsfield Open Pit projects, with completion of all three expected during the year.

Diamond drilling is planned to test the down dip and adjacent extents of the Mt Wright deposit.

A scoping study of the Nyakafuru Project in Tanzania will be undertaken along with further resource drilling.

Exploration

The exploration budget has been approximately doubled to $20.294 million for the 2012 financial year.

Exploration spending will be primarily directed towards a number of highly prospective tenement package areas around existing infrastructure.

In Mali this includes the numerous oxide and sulphide targets identified along the Syama Sheer to the north and south of the Syama pit.

The Mt Wright‐style targets at the Welcome Breccia and Golden Valley/ Mt Success Projects near Ravenswood will also be advanced.

8

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Corporate

Cash flow is expected to improve over the year significantly strengthening the balance sheet.

In the early part of the year this will involve the aggressive pay down of secured debt.

Depending on market conditions, further de‐gearing of the balance sheet could occur through the early redemption/conversion of the Convertible Notes representing approximately $68.431m of unsecured debt.

Consideration will also be given to capital management initiatives.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There have been no significant changes in the state of affairs of the Company other than those listed above.

SIGNIFICANT EVENTS AFTER BALANCE DATE

No significant events have occurred from 30 June 2011 to the date of this report.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The likely developments in the operations of the consolidated entity and the expected results of those operations in the coming financial year are as follows:

  • (i) The continued production of gold from the Golden Pride, Ravenswood and Syama mines;

  • (iii) mineral exploration will continue; and,

  • (iv) the Group will seek to expand its gold production activities by advancing its existing projects or where appropriate, by direct acquisition of projects or investments in other resource based companies.

ENVIRONMENTAL REGULATION PERFORMANCE

The consolidated entity holds licences and abides by Acts and Regulations issued by the relevant mining and environmental protection authorities of the various countries in which the Group operates. These licences, Acts and Regulations specify limits and regulate the management of discharges to the air, surface waters and groundwater associated with the mining operations as well as the storage and use of hazardous materials.

There have been no significant known breaches of the consolidated entity's licence conditions or of the relevant Acts and Regulations.

REMUNERATION REPORT

The following information has been audited.

This remuneration report outlines the director and executive remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (“KMP”) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, including any director (whether executive or otherwise) of the parent company, and includes the executives in the Parent and the Group receiving the highest remuneration.

9

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

  • a) Key management personnel

  • (i) Directors

  • P. Huston Non‐Executive Chairman

  • P. Sullivan Director and Chief Executive Officer

  • T. Ford Non‐Executive Director

  • H. Price Non‐Executive Director

(ii) Executives

  • G. Fitzgerald General Manager ‐ Finance & Administration and Company Secretary P. Beilby General Manager ‐ Operations (Appointed 20 September 2010)

  • A. King General Manager ‐ Operations (Contract terminated 30 July 2010)

  • P. Venn General Manager ‐ Business Development

  • b) Compensation of key management personnel

This report outlines the remuneration arrangements in place for directors and executives of RML.

RML Remuneration Policy

The board recognises that the performance of the Company depends upon the quality of its directors and executives. To achieve its financial and operating objectives, the Company must attract, motivate and retain highly skilled directors and executives.

The Company embodies the following principles in its remuneration framework:

  • Provides competitive rewards to attract high calibre executives;

  • structures remuneration at a level that reflects the executive’s duties and accountabilities and is competitive within Australia;

  • benchmarks remuneration against appropriate groups at approximately the third quartile; and,

  • aligns executive incentive rewards with the creation of value for shareholders.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is responsible for determining and reviewing the compensation arrangements for the directors themselves, the Chief Executive Officer and the executive team.

Executive remuneration is reviewed annually having regard to individual and business performance, relevant comparative information and internal and independent external information.

In accordance with best practice governance the Remuneration and Nomination Committee is comprised solely of non‐executive directors.

Remuneration Structure

In accordance with best practice governance, the structure of non‐executive director and senior executive remuneration is separate and distinct. Note that the remuneration structure for the Chief Executive Officer is the same as the executive team.

10

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Non‐Executive Director Remuneration

Objective

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Company’s constitution and the ASX Listing Rules specify that the aggregate remuneration of non‐executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was at the Annual General Meeting held on 30 November 2010 when the shareholders approved an aggregate remuneration of $600,000 per year.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The board considers fees paid to non‐executive directors of comparable companies when undertaking the annual review process.

Each non‐executive director receives a fee for being a director of the Company and for sitting on relevant board committees. The fee size is commensurate with the workload and responsibilities undertaken.

Chief Executive Officer and Senior Executive Remuneration

Objective

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

Structure

In determining the level and make up of executive remuneration, the Remuneration and Nomination Committee uses an external consultant’s Remuneration Report to determine market levels of remuneration for comparable executive roles in the mining industry.

It is the Remuneration and Nomination Committee’s policy that employment contracts are engaged for the Chief Executive Officer and the executive employees. Details of these contracts are outlined later in this report.

Remuneration consists of the following key elements:

  • Fixed remuneration

  • Variable remuneration

  • Short term incentives (STI); and,

  • Long term incentives (LTI).

The proportion of fixed remuneration and variable remuneration (potential short term and long term incentives) is established for each executive by the Remuneration and Nomination Committee.

Fixed Remuneration

Objective

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.

11

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Fixed remuneration is reviewed annually by the Remuneration and Nomination Committee. The process consists of a review of business unit, individual performance and relevant comparable remuneration in the mining industry.

Structure

Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost to the Company.

Variable Remuneration – Short Term Incentive (STI)

Objective

The objective of the STI is to reward performance that is over and above expectation levels and is linked to the achievement of the Company’s performance measures (as set out below) by the executives charged with meeting those targets. The STI is set at a level so as to provide sufficient incentive to the executives to achieve the targets and such that the cost to the Company is reasonable in the circumstances.

Structure

Actual STI payments granted to each executive depend on their performance over the preceding year and are determined during the annual performance appraisal process. The performance appraisal outcomes are at the discretion of the remuneration committee and takes into account the following factors:

  • Performance of a business unit;

  • contribution to earnings;

  • operational performance of a business unit;

  • risk management;

  • health and safety; and,

  • leadership/team contribution.

The executive has to demonstrate outstanding performance in order to trigger payments under the short‐term incentive scheme.

On an annual basis, after consideration of performance against KPIs, the overall performance of the Company and each individual business unit is assessed by the Remuneration and Nomination Committee.

The individual performance of each executive is also assessed and all these measures are taken into account when determining the amount, if any, to be paid to the executive as a short‐term incentive.

The aggregate of annual STI payments available for executives across the Company is subject to the approval of the Remuneration and Nomination Committee. Payments are usually delivered as a cash bonus and/or in the form of superannuation.

Variable Remuneration – Long Term Incentive (LTI)

Objective

The objective of the LTI plan is to reward executives in a manner, which aligns this element of remuneration with the creation of shareholder wealth.

As such LTI’s are made to executives who are able to influence the generation of shareholder wealth and thus have an impact on the Company’s performance against the relevant long‐term performance hurdles.

12

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Structure

LTI grants to executives are delivered in the form of employee share options. These options are issued with an exercise price at a 10% premium to the RML ordinary share price at the date the Remuneration and Nomination Committee decides to invite the eligible persons to apply for the option. These employee share options will also generally vest over a 30 month period.

Options granted are vested in accordance with the Resolute Mining Limited Employee Share Option Plan following a review by the relevant supervisor of the executive’s performance. If a satisfactory performance level is achieved, the relevant portions of the options vests to the executive. In order for the executive’s options to vest, the executive must successfully meet the deliverables set out in their employment contract specific to their role. The assessment of whether the executive’s role has been successfully performed (therefore allowing the options to vest) is done by way of a formal annual appraisal of the key management personnel’s individual performance. Assessments of performance generally exclude factors external to the Company.

The performance of the Chief Executive Officer is assessed by the Chairman, and the performance of the other executives is assessed by the Chief Executive Officer. The annual performance appraisal assesses each key executive’s performance against the following categories:

  • (a) Professional and technical competence;

  • (b) Teamwork and administrative skills;

  • (c) Self development and communication skills; and

  • (d) Developing people.

Although there are no specific performance hurdles in place, these general performance categories which the executives are evaluated against were chosen to enhance accountability of the executives across several areas critical to good management of the Group, and the board believes the annual appraisal process conducted in light of these categories provides an accurate and adequate measurement of their performance. This LTI method enables the Company to provide its executives with long term objectives which create a link between the delivery of value to shareholders, financial performance, and rewarding and retaining their valued services.

The Company prohibits directors or executives from entering into arrangements to protect the value of unvested Resolute Mining Limited shares or options that the director or executive may become entitled to as part of his/her remuneration package. This includes entering into contracts to hedge their exposure to RML options or shares that may vest to him/her in the future.

13

RESOLUTE MINING LIMITED DIRECTORS’ REPORT

For the year ended 30 June 2011

Details of remuneration provided to key management personnel are as follows:

POST
EMPLOYMENT SHARE BASED
SHORT TERM BENEFITS BENEFITS PAYMENTS PERFORMANCE RELATED
2011 Cash Bonus
Base Grant, Vest & Non Monetary Cash Bonus &
Remuneration Cash Bonus Paid Date Benefits (i) Superannuation Options Options Cash Bonus Options
$ $ $ $ $ % % %
Directors
P. Huston 150,000
P. Sullivan 609,859 60,206 54,887 723,352 49.94 49.94
T. Ford 17,980 47,645
H. Price 15,367 50,258
Officers
G. Fitzgerald 358,985 3,764 32,309 47,761 10.79 10.79
P. Beilby (ii) 307,272 49,091 65,878 15.60 15.60
P. Venn 275,435 27,446 26,949 47,998 12.70 12.70
A. King (iii) 78,828 686 3,018 (24,649)

14

RESOLUTE MINING LIMITED DIRECTORS’ REPORT

For the year ended 30 June 2011

POST
EMPLOYMENT SHARE BASED
SHORT TERM BENEFITS BENEFITS PAYMENTS PERFORMANCE RELATED
2010 Cash Bonus
Base Grant, Vest & Non Monetary Cash Bonus &
Remuneration Cash Bonus (iv) Paid Date (iv) Benefits (i) Superannuation Options Options Cash Bonus Options
$ $ $ $ $ % % %
Directors
P. Huston 150,000
P. Sullivan 596,121 100,000 11 Dec 2009 61,487 53,839 12.32 12.32
T. Ford 57,339 5,161
H. Price 12,500 50,000
Officers
G. Fitzgerald 333,367 20,000 11 Dec 2009 9,096 30,449 44,312 10.13 4.57 14.71
P. Venn 254,019 20,342 24,482 41,907 12.30 12.30
A. King (iii) 391,599 25,000 11 Dec 2009 1,508 35,244 32,786 6.74 5.14 11.89

(i) Non monetary benefits include, where applicable, the cost to the Company of providing fringe benefits, the fringe benefits tax on those benefits and all other benefits received by the executive.

(ii) P. Beilby was appointed 20 September 2010.

(iii) A. King’s contract terminated on 30 July 2010.

  • (iv) The Remuneration and Nomination Committee approved the amount on the basis of performance and increased workload during the 2009 calendar year.

15

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Details of option holdings of key management personnel are as follows:

2011 Options type Balance at the Options type Balance at the Granted during Grant date Fair value of Total fair value Total fair value First exercise Expiry & last Exercise price of Exercised during Lapsed Acquired Balance at Granted & Vested and exercisable at Vested and exercisable at Value of
start of the the year as options at grant of options at date of options exercise date of options granted the year during the during the the end of vested during the end of the year options
year compensation date grant date granted during options granted during the year year year the year the year exercised
(i) the year during the year during the
year
$ $ $ No. No. % $
Directors
P. Huston Listed 26,761 26,761 26,761 100.00
P. Sullivan Unlisted
2,000,000
2 Dec 2010 0.70 1,390,904 5 Jul 2011 4 Jan 2016 1.36 2,000,000
P. Sullivan Listed 133,333 133,333 133,333 100.00
T. Ford Listed 133,333 133,333 133,333 100.00
H. Price Listed 67,554 67,554 67,554 100.00
Officers
G. Fitzgerald Unlisted 315,000 100,000 23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 415,000 205,000 49.40
P. Beilby Unlisted
90,000
27 Oct 2010
0.73
65,546 16 May 2011 15 Nov 2015 1.43 90,000 30,000 30,000 33.33
P. Beilby Unlisted
100,000
23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 100,000
P. Venn Unlisted 315,000 100,000 23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 415,000 205,000 49.40
P. Venn Listed 5,000 5,000 5,000 100.00
A. King (ii),(iii) Unlisted 190,000 (50,000) (140,000)
16,500

16

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

2010 Options type Balance at the Options type Balance at the Granted during Grant date Fair value of Total fair value Total fair value First exercise Expiry & last Exercise price of Exercised during Lapsed Acquired Balance at Granted & Vested and exercisable at Vested and exercisable at Value of
start of the the year as options at grant of options at date of options exercise date of options granted the year during the during the the end of vested during the end of the year options
year compensation date grant date granted during options granted during the year year year the year the year exercised
(i) the year during the year during the
year
$ $ $ No. No. % $
Directors
P. Huston Listed 26,761 26,761 26,761 100.00
P. Sullivan Listed 133,333 133,333 133,333 100.00
T. Ford Listed 133,333 133,333 133,333 100.00
H. Price Listed 67,554 67,554 67,554 100.00
Officers
G. Fitzgerald Unlisted 225,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 315,000 100,000 31.75
P. Venn Unlisted 225,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 315,000 100,000 31.75
P. Venn (v) Listed 5,000 5,000 5,000 100.00
A. King (iv) Unlisted 150,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 (50,000) 190,000 32,500

17

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

  • (i) Options granted vest in accordance with the Resolute Mining Limited Employee Share Option Plan following the review by the relevant supervisor of the key management personnel’s performance. For details on the valuation of the options, including models and assumptions used, refer to Note 31. The percentage of options granted during the financial year that also vested during the financial year is 1.3% (2010: nil). None of these options were forfeited during the financial year.

  • (ii) On 30 July 2010, 50,000 options were exercised at a price of $0.42 per option. The fair value at grant date of the options exercised was $10,200. In each instance of exercising options, one ordinary share was issued for each option exercised. There were no unpaid amounts relating to any ordinary shares acquired through the exercise of options.

  • (iii) The value of options at the date of lapse was $69,900.

  • (iv) On 1 April 2010, 50,000 options were exercised at a price of $0.42 per option. These options were due to expire on 31 January 2014. The fair value at grant date of the options exercised was $10,200. In each instance of exercising options, one ordinary share was issued for each option exercised. There were no unpaid amounts relating to any ordinary shares acquired through the exercise of options.

  • (v) During the year ended 30 June 2010, P. Venn acquired on the market 5,000 listed options over Resolute Mining Limited ordinary shares.

Employment Contracts

The CEO, Mr Sullivan, is employed under contract. His current employment contract commenced on 14 February 2004 and there is no termination date. Under the terms of the contract:

  • Mr Sullivan may resign from his position and thus terminate this contract by giving 6 months written notice.

  • The Company may terminate this employment agreement by providing 12 months written notice or provide payment in lieu of the notice period (based on the fixed component of Mr Sullivan’s remuneration).

Mr Fitzgerald (General Manager – Finance and Administration) is also employed under contract. This contract has no termination date and under the terms of the contract:

  • Mr Fitzgerald may resign from his position and thus terminate his contract by giving 3 months written notice.

  • The Company may terminate his employment agreement by providing 6 months written notice or provide payment in lieu of the notice period (based on the fixed component of Mr Fitzgerald’s remuneration).

Mr Venn (General Manager – Business Development) is also employed under contract. This contract has no termination date and under the terms of the contract:

  • Mr Venn may resign from his position and thus terminate his contract by giving 3 months written notice.

  • The Company may terminate his employment agreement by providing 6 months written notice or provide payment in lieu of the notice period (based on the fixed component of Mr Venn’s remuneration).

Mr Beilby (General Manager – Operations) is also employed under contract. This contract has no termination date and under the terms of the contract:

  • Mr Beilby’s contract commenced on 20 September 2010.

  • Mr Beilby may resign from his position and thus terminate his contract by giving 3 months written notice.

  • The Company may terminate his employment agreement by providing 6 months written notice or provide payment in lieu of the notice period (based on the fixed component of Mr Beilby’s remuneration).

18

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

Company Performance

The table below shows the performance of the Consolidated Entity over the last 5 years:

30 June 2011 30 June 2010 30 June 2009 30 June 2008 30 June 2007
Net profit/(loss) after tax $'000 42,930 (56,571) 30,676 (56,722) 169,996
Basic earnings/(loss) per share cents/share 13.42 (9.90) 10.30 (21.61) 73.91

This is the end of the audited information.

SHARES UNDER OPTIONS

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

Exercise Exercise Number on
**Grant date ** Expiry date price issue
16/10/2006 24/10/2011 $ 1.32
50,000
23/05/2008 22/05/2013 $ 2.12
213,000
29/08/2008 28/08/2013 $ 1.62
51,000
7/10/2008 1/10/2011 $ 1.63
1,250,000
20/01/2009 31/01/2014 $ 0.42
537,333
31/12/2008 31/12/2011 $ 0.60
50,333,231 *
9/04/2009 31/03/2012 $ 1.00
500,000
21/07/2009 30/06/2012 $ 0.74
500,000
24/10/2009 24/10/2012 $ 0.72
3,000,000
15/02/2010 14/02/2015 $ 1.09
717,000
30/06/2010 15/07/2015 $ 1.21
99,000
27/10/2010 15/11/2015 $ 1.43
135,000
2/12/2010 4/01/2016 $ 1.36
2,000,000
23/12/2010 24/01/2016 $ 1.43
1,157,000
29/06/2011 15/07/2016 $ 1.18
130,000

*Denotes options that are listed on the Australian Securities Exchange.

Shares issued as a result of the exercise of options:

From 1 July 2011 up until the date of this report, option holders’ exercised options to acquire 969,826 fully paid ordinary shares in Resolute Mining Limited at a weighted average exercise price of $0.65 per share.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During or since the financial year, the Company paid an insurance premium of $70,716 (2010: $70,724) in respect of a contract insuring the Company's directors and officers against certain liabilities arising as a result of work performed in the capacity as directors and officers. This insurance premium is not allocated over individuals.

19

RESOLUTE MINING LIMITED DIRECTORS’ REPORT For the year ended 30 June 2011

DIRECTORS' MEETINGS

The number of meetings and resolutions of directors (including meetings of committees of directors) held during the year and the number of meetings (or resolutions) attended by each director were as follows:

P. Huston
P. Sullivan
T. Ford
H. Price
Number of
meetings (or
resolutions) held
Full Board
Audit
Environment
& Community
Development
Remuneration
& Nomination
Safety,
Security &
Occupational
Health
Financial Risk
Management
18
0.5
n/a
2
n/a
n/a
19
n/a
4
n/a
4
21
19
2
n/a
2
n/a
n/a
19
2
n/a
2
n/a
n/a
19
2
4
2
4
21

The details of the functions of the other committees of the Board are presented in the Corporate Governance Statement.

ROUNDING

RML is a Company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the financial report and the Directors' Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

AUDITOR INDEPENDENCE

Refer to page 27 for the Auditor’s Independence Declaration to the Directors of Resolute Mining Limited.

NON‐AUDIT SERVICES

Non‐audit services were provided by the entity’s auditor, Ernst & Young. The directors are satisfied that the provision of non‐audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The nature and scope of each type of non‐audit service provided means that auditor independence was not compromised.

Ernst & Young Australia received or are due to receive $102,890 for the provision of taxation planning and review services.

Signed in accordance with a resolution of the directors.

==> picture [101 x 49] intentionally omitted <==

P.R. Sullivan Director

Perth, Western Australia 22 September 2011

20

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

The Board of Directors of Resolute Mining Limited ("RML" or “the Company”) is responsible for the corporate governance of the consolidated entity (the “Group”). The Board guides and monitors the business and affairs of RML on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board has adopted the "Corporate Governance Principles and Recommendations" established by the ASX Corporate Governance Council and published by the ASX in August 2007. There is a corporate governance section on the Company's website which sets out the various policies, charters and codes of conduct which have been adopted to ensure compliance with the "best practice recommendations" referred to above.

A description of the Company's main corporate governance practices is set out below. All practices, unless otherwise stated, were in place for the entire year.

1. The Board of Directors

The Board have established a "Statement of Matters Reserved to the Board" which is available on the Company website. This outlines the functions reserved to the Board and those delegated to management and demonstrates that the responsibilities and functions of the Board are distinct from management.

The key responsibilities of the Board include:

  • Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer ("CEO") and senior management;

  • Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;

  • Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company;

  • Overseeing the management of business risks, safety and occupational health, environmental issues and community development;

  • Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

  • Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control processes are in place and functioning appropriately. Further, approving and monitoring financial and other reporting;

  • Assuring itself that appropriate audit arrangements are in place;

  • Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Business Ethics and that the Company practice is consistent with that Code; and

  • Reporting to and advising shareholders.

The Board is comprised of 3 non‐executive Directors including the Chairman and one executive director being the CEO.

The table below sets out the detail of the tenure of each director at the date of this report.

Director Role of Director First Appointed Non‐executive Independent Gender
(a)
Peter Ernest Huston Non‐executive June 2001 Yes Yes Male
chairman
Peter Ross Sullivan CEO June 2001 No No Male
Thomas Cummings Ford Non‐executive June 2001 Yes Yes Male
director
Henry Thomas Stuart Non‐executive November 2003 Yes Yes Male
Price director

21

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

(a) RML was incorporated on 8 June 2001.

Details of the members of the Board including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors".

2. Director Independence

Directors are expected to contribute independent views to the Board.

The Board has adopted specific principles in relation to the Directors' independence. These state that to be deemed independent, a director must be a non‐executive and:

  • Not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company.

  • Within the last three years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment.

  • Within the last three years has not been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided.

  • Not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

  • Must have no material contractual relationship with the Company or another group member other than as a director of the Company.

  • Not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.

  • Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.

Materiality for these purposes is based on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Company or Group or 5% of the individual Directors net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed to be material if knowledge of it impacts the shareholders' understanding of the director's performance.

The Board has reviewed and considered the positions and associations of each of the 4 Directors in office at the date of this report and considers that 3 of the directors are independent. Mr Peter Sullivan (CEO) is not considered to be independent. As such it is clear that the majority of the Board are independent and the Chairman is an independent director.

The roles of the Chairman and the CEO are not exercised by the same individual. The Chairman is responsible for leading the Board, ensuring that Board activities are organised and efficiently conducted and for ensuring Directors are properly briefed for meetings. The Board has delegated responsibility for the day‐to‐day activities to the CEO and the Executive Committee. The Remuneration and Nomination Committee ensure that the Board members are appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the CEO and the Executive Committee. The CEO is accountable to the Board for all authority delegated to that position and the Executive Committee.

Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.

In relation to the term of office, the Company's constitution specifies that one third of all Directors (with the exception of the CEO) must retire from office annually and are eligible for re‐election.

22

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

3. Remuneration and Nomination Committee

The Remuneration and Nomination Committee consists of the following non‐executive Directors, Mr P.Huston (Chairman), Mr T.Ford and Mr H.Price. The attendance record in the current year of members at the Committee meetings is noted in the Directors' Report under the heading "Directors' Meetings".

The Remuneration and Nomination Committee is responsible for determining and reviewing the compensation arrangements for the Directors themselves, the CEO, the executive team and employees. In addition, they are responsible for reviewing the appropriateness of the size of the Board relative to its various responsibilities. Recommendations are made to the Board on these matters. Further roles and responsibilities of this Committee, including a description of the procedure for the selection, appointment and re‐election of incumbents, can be found in the Committee's charter which is posted on the Company website.

A performance evaluation of senior executives took place during the financial year and was conducted in accordance with the procedures outlined by the Remuneration and Nomination Committee.

A diversity policy has been established with the goal of promoting a high performance culture that draws on the diverse and relevant experience, skills, expertise, perspectives and the unique personal attributes of its board members and employees.

4. Ethical Standards and Code of Conduct

The Board acknowledges the need for the highest standards of corporate governance and ethical conduct by all Directors and employees of the consolidated entity. As such, the Company has developed a Code of Conduct which has been fully endorsed by the Board and applies to all Directors and employees. This Code of Conduct is regularly reviewed and updated as necessary to ensure that it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group's integrity.

A fundamental theme is that all business affairs are conducted legally, ethically and with strict observance of the highest standards of integrity and propriety. The Directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the consolidated entity. This concerns the propriety of decision making in conflict of interest situations and quality decision making for the benefit of shareholders.

Refer to the Company website for specific codes of conduct, including the policy for reporting and investigating unethical practices.

5. Securities Trading

The Board has adopted the "Dealings in Resolute Mining Limited Securities Trading Policy” (refer website) (which is driven by Corporations Act 2001 requirements) that applies to all Directors, officers and employees of the Company. Under this policy and the Corporations Act 2001 , it is illegal for Directors, officers or employees who have price sensitive information relating to the Group which has not been published or which is not otherwise 'generally available' to:

  • Buy, sell or otherwise deal in the Company’s securities;

  • Advise, procure or encourage another person (for example, a family member, a friend, a family Company or trust) to buy or sell Company securities; or

  • Pass on information to any other person, if one knows or ought to reasonably know that the person may use the information to buy or sell (or procure another person to buy or sell) Company securities.

  • Subject to clause 2.5 of the RML Securities Trading Policy, trade in the securities of the Company one week before the release of the Company’s Quarterly, Half yearly or Preliminary Final Report to the ASX is prohibited.

23

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

Furthermore, the Company prohibits directors or executives from entering into arrangements to protect the value of unvested Resolute Mining Limited securities that the Director or executive may become entitled to as part of his/her remuneration package. This includes entering into contracts to hedge their exposure to securities that may vest to him/her in the future.

6. Corporate Reporting

The CEO and General Manager ‐ Finance & Administration have made the following certifications to the Board:

  • That the Company's financial reports are complete and present a true and fair view as required by Accounting Standards, in all material respects, of the financial condition and operational results of the Company and Group; and

  • That the above statement is founded on a sound system of internal control and risk management which implements the policies adopted by the Board and that the Company's risk management and internal control is operating efficiently in all material respects.

7. Audit Committee

The Audit Committee consists of the following non‐executive Directors; Mr H. Price (Chairman), Mr P. Huston and Mr T. Ford. The attendance record in the current year of members at the Committee meetings is noted in the Directors' Report under the heading "Directors' Meetings".

Details of the members of the Board including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors".

The Committee operates under a charter approved by the Board which is posted to the corporate governance section of the website. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non‐financial considerations. The Committee also provides the Board with additional assurance regarding the reliability of the financial information for inclusion in the financial reports.

The Audit Committee is also responsible for:

  • Ensuring compliance with statutory responsibilities relating to accounting policy and disclosure;

  • Liaising with, discussing and resolving relevant issues with the auditors;

  • Assessing the adequacy of accounting, financial and operating controls; and

  • Reviewing half‐year and annual financial statements before submission to the Board.

8. External Auditors

The Company's current external auditors are Ernst & Young. As noted in the Audit Committee charter, the performance and independence of the auditors is reviewed by the Audit Committee.

Ernst & Young's existing policy requires that its audit team provide a statement as to their independence. This statement was received by the Audit Committee for the financial year ended 30 June 2011.

Ernst & Young and the Corporations Act 2001 has a policy for the rotation of the lead audit partner. As a result of this policy, the head audit partner will be rotated at the conclusion of the audit for the year ended 30 June 2011.

24

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

9. Continuous Disclosure

In accordance with ASX Principle 5, the Board has an established disclosure policy which is available on the Company website.

The Company is committed to:

  • Ensuring that stakeholders have the opportunity to access externally available information issued by the Company;

  • Providing full and timely information to the market about the Company’s activities; and

  • Complying with the obligations contained in the ASX Listing Rules and the Corporations Act 2001 relating to continuous disclosure.

The CEO and the Company Secretary have been nominated as the people responsible for communication with the ASX. This involves complying with the continuous disclosure requirements outlined in the ASX Listing Rules, ensuring that disclosure with the ASX is co‐ordinated and being responsible for administering and implementing the policy.

10. Shareholder Communication

The Board has established a communications strategy which is available on the Company website.

The Board aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary and kept informed of all major developments affecting the Company in a timely and effective manner. Information is communicated to the market and shareholders through:

  • The annual report which is distributed to all shareholders.

  • Half yearly, quarterly reports and all ASX announcements which are posted on the entity's website.

  • The annual general meeting and other meetings so called to obtain approval for Board action as appropriate.

  • Continuous disclosure announcements made to the Australian Securities Exchange.

Further, it is a CLERP 9 requirement that the auditor of the Company attends the annual general meeting. This provides shareholders the opportunity to question the auditor concerning the conduct of the audit and the preparation and content of the Auditor’s Report.

11. Risk Management

The Board recognises the importance of identifying and controlling risks to ensure that they do not have a negative impact on the Company.

In accordance with the ASX Principle 7, the Board has an established Risk Management policy which is available on the Company website which is designed to safeguard the assets and interests of the Company and to ensure the integrity of reporting.

The CEO and General Manager ‐ Finance & Administration will inform the Board annually in writing that:

  • The sign off given on the financial statements is founded on a sound system of risk management and internal control compliance which implements the policies adopted by the Board.

  • The Company's risk management and internal compliance and control systems is operating effectively and efficiently in all material respects.

25

RESOLUTE MINING LIMITED CORPORATE GOVERNANCE STATEMENT For the year ended 30 June 2011

The Board has established the following Sub Committees to assist in internal control and business risk management:

  • Audit Committee

  • Remuneration and Nomination Committee

  • Environment and Community Development Committee

  • Safety, Security and Occupational Health Committee

  • Financial Risk Management Committee

The function of the Audit Committee and the Remuneration and Nomination Committee are outlined above. The function of the other Committees noted above are as follows:

Environment and Community Development Committee

The main responsibility of this Committee is to monitor and review RML's environmental performance and compliance with relevant legislation and oversee Community Relations.

Information on compliance with significant environmental regulations is set out in the Directors' Report.

Safety, Security and Occupational Health Committee

The main functions of this Committee are to oversee an employee education program designed to increase employee awareness of safety, security and health issues in the workplace and monitor safety statistics and report to the Board on the results of incident investigations.

Financial Risk Management Committee

The main responsibility of this Committee is to oversee risk management strategies in relation to gold hedging, currency hedging, debt management, capital management, cash management, insurance and tax risk management.

The Board members and their attendance at meetings is outlined in the Directors' Report. Senior members of management who specialise in each area also form part of the respective Committees.

12. Remuneration Policies

This policy governs the operations of the Remuneration and Nomination Committee. The Committee reviews and reassesses the policy at least annually and obtains the approval of the Board.

The Remuneration and Nomination Committee are responsible for developing measurable objectives and evaluating progress against these objectives.

In accordance with best governance practice a diversity policy has been established which includes the review of diversity within RML by considering board composition, executive composition and employee composition by gender.

The details of the Directors' and Officers' remuneration policies are provided in the Directors' Report under the heading "Remuneration Report”.

26

==> picture [103 x 62] intentionally omitted <==

Auditor's Independence Declaration to the Directors of Resolute Mining Limited

In relation to our audit of the financial report of Resolute Mining Limited for the financial year ended 30 June 2011, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

==> picture [189 x 55] intentionally omitted <==

Ernst & Young

==> picture [171 x 49] intentionally omitted <==

Gavin A Buckingham Partner Perth 22 September 2011

Liability limited by a scheme approved under Professional Standards Legislation

GB;HG;RESOLUTE;194

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note
Continuing Operations
For the year
ended
30‐Jun‐11
$'000
For the year
ended
30‐Jun‐10
$'000
Revenue from gold sales
2(a)
Costs of production relating to gold sales
2(b)
Gross profit before depreciation, amortisation and
other operating costs
Depreciation and amortisation relating to gold sales
2(c)
Other operating costs relating to gold sales
2(d)
Gross profit
Other revenue
2(e)
Other income
2(f)
Exploration expenditure
Share of associate's loss
15(b)
Administration and other expenses
2(g)
Profit before treasury, tax and finance costs
Finance costs
2(h)
Profit before treasury and tax
Treasury ‐ movement on gold forward contracts closed
out
18
Treasury ‐ other realised (losses)/gains
2(i)
Treasury ‐ unrealised gains/(losses)
2(j)
Profit/(loss) before income tax
Tax expense
3
Profit/(loss) for the year
445,055
(293,499)
151,556
(62,391)
(23,276)
65,889
329
1,316
(8,726)
(800)
(9,757)
48,251
(19,597)
28,654
34,742
(4,574)
730
59,552
(16,622)
42,930
342,484
(229,007)
113,477
(43,141)
(16,565)
53,771
294
10,098
(9,280)
(258)
(7,576)
47,049
(11,220)
35,829

195
(75,976)
(39,952)
(16,619)
(56,571)
Profit/(loss) attributable to:
Members of the parent
Non‐controlling interest
59,700
(16,770)
42,930
(37,173)
(19,398)
(56,571)

28

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued)

Note For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Profit/(loss) for the year (brought forward)
Other comprehensive (loss)/income
Exchange differences on translation of foreign operations:
‐ Members of the parent
‐ Transferred to profit and loss ‐ disposed
subsidiaries
‐ Non‐controlling interest
Cash flow hedges: Transfer to profit and loss, net of tax
Changes in the fair value of available for sale financial
assets, net of tax
Other comprehensive loss for the period, net of tax
Total comprehensive income/(loss) for the period
Total comprehensive income/(loss) attributable to:
42,930
(56,571)
(23,826)
1,538

(1,886)
1,438
1,607

(5,343)
(52)
(200)
(22,440)
(4,284)
20,490
(60,855)
35,822
(43,064)
(15,332)
(17,791)
20,490
(60,855)
13.42
(9.90)
10.97
(9.90)
Members of the parent 35,822
(43,064)
Non‐controlling interest
Earnings per share for net profit/(loss) attributable to
the ordinary equity holders of the parent:
Basic earnings/(loss) per share
33
Diluted earnings/(loss) per share
33
13.42
(9.90)
10.97
(9.90)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

29

RESOLUTE MINING LIMITED FINANCIAL REPORT As at 30 June 2011

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note
Current assets
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Cash
5
11,213
18,259
Receivables ‐ gold bullion sales 14,465
9,662
Receivables ‐ other
6
Inventories
7
Available for sale financial assets
8
Financial derivative assets
9
Other
10
4,033
6,533
96,464
85,754
692
818
11
89
3,270
3,866
Total current assets
Non current assets
130,148
124,981
Receivables
6
Financial derivative assets
9
3,769
4,083

901
Exploration and evaluation expenditure
11
Development expenditure
12
9,045
10,970
219,329
231,030
Property, plant and equipment
13
190,878
221,274
Deferred mining costs
14
Investment in associate
15
20,585
13,504
5,092
5,892
Total non current assets
Total assets
Current liabilities
448,698
487,654
578,846
612,635
Payables
16
Interest bearing liabilities
17
Tax liabilities
Financial liabilities
18
Provisions
19
47,433
47,652
23,539
29,445
2,725
3,454
18,910
92,075
14,455
10,933
Total current liabilities
Non current liabilities
107,062
183,559
Interest bearing liabilities
17
Financial liabilities
18
Provisions
19
Deferred tax liabilities
3
Other
20
78,341
93,300

21,026
38,000
28,624
1,125
3,049

37
Total non current liabilities
Total liabilities
Net assets
117,466
146,036
224,528
329,595
354,318
283,040

30

RESOLUTE MINING LIMITED FINANCIAL REPORT As at 30 June 2011

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

Note As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Equity attributable to equity holders of
the parent
287,125
237,083
(442)
22,690
100,758
41,058
387,441
300,831
(33,123)
(17,791)
354,318
283,040
Contributed equity
21
Reserves
22
Retained earnings
23
100,758
41,058
Parent interest
Non‐controlling interest (33,123)
(17,791)
Total equity

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

31

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Ordinary shares
Net unrealised
gain/(loss)
reserve
Convertible
notes equity
reserve
Share options
equity reserve
Employee
equity benefits
reserve
Foreign currency
translation
reserve
Retained
earnings
Non‐controlling
interest
Total
At 1 July 2010
Net profit/(loss) for the year
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
237,083
164
14,233
5,987
2,021
285
41,058
(17,791)
283,040






59,700
(16,770)
42,930
Other comprehensive (loss)/income, net of tax
(52)



(23,826)

1,438
(22,440)
Total comprehensive (loss)/income for the period, net of tax

(52)



(23,826)
59,700
(15,332)
20,490
Transactions with owners
Shares issued
Share issue costs
Equity portion of compound financial instruments, net of tax
and transaction costs
53,107







53,107
(3,065)







(3,065)



(469)





(469)
Share‐based payments to employees



1,215



1,215
At 30 June 2011 287,125
112
13,764
5,987
3,236
(23,541)
100,758
(33,123)
354,318

32

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

At 1 July 2009
Net loss for the year
Other comprehensive (loss)/income, net of tax
Ordinary shares
Net unrealised
gain/(loss)
reserve
Hedge reserve
forwards
gain/(loss)
Convertible
notes equity
reserve
Share options
equity reserve
Employee
equity benefits
reserve
Foreign currency
translation
reserve
Retained
earnings
Non‐controlling
interest
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
209,680
364
5,343
3,492
4,064
1,499
633
78,231

303,306







(37,173)
(19,398)
(56,571)

(200)
(5,343)



(348)

1,607
(4,284)
Total comprehensive loss for the period, net of tax
(200)
(5,343)



(348)
(37,173)
(17,791)
(60,855)
Transactions with owners
Shares issued
Share issue costs
Options issued to convertible note holders and
shareholders, net of tax
Equity portion of compound financial instruments, net of tax
and transaction costs
28,446








28,446
(1,043)








(1,043)




1,923




1,923




10,741





10,741
Share‐based payments to employees
At 30 June 2010





522



522
237,083
164

14,233
5,987
2,021
285
41,058
(17,791)
283,040

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

33

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

CONSOLIDATED CASH FLOW STATEMENT

For the
For the
year ended year ended
30‐Jun‐11
30‐Jun‐10
Consolidated
Note $'000
$'000
Cash flows from operating activities
Receipts from customers
Payments to suppliers, employees and others
Income tax paid
Exploration expenditure
Interest paid
Interest received
440,378
325,447
(353,220)
(273,080)
(15,825)
(8,398)
(8,649)
(9,280)
(4,373)
(3,188)
329
290
Net cash flows from operating activities
28
58,640
31,791
Cash flows from investing activities
Payments for property, plant & equipment
Proceeds from property, plant & equipment
Payments for development costs
Other
Net cash flows from investing activities
Cash flows from financing activities
Proceeds from issuing ordinary shares
Costs of issuing ordinary shares
Proceeds from issuing convertible notes
Costs of issuing convertible notes
Proceeds from issuing options
Costs from issuing options
Payments for close‐out of derivatives funded with proceeds from issuing
ordinary shares
Repayment of borrowings
Repayment of lease liability
Proceeds from finance facility
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Exchange rate adjustment
(20,415)
(13,280)
71
48
(13,225)
(41,053)
(673)
284
(34,242)
(54,001)
41,826
18,900
(3,065)
(1,038)

23,864

(1,332)

1,322

(67)
(30,368)

(44,243)
(11,815)
(2,705)
(2,561)
6,750
(31,805)
27,273
(7,407)
5,063
11,900
6,880
(822)
(43)
Cash and cash equivalents at the end of the period
5
3,671
11,900
Cash and cash equivalents comprise the following:
Cash
Bank overdraft
11,213
18,259
(7,542)
(6,359)
3,671
11,900

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

34

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

The financial report of Resolute Mining Limited (“consolidated entity” or the “Group”) for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of the Directors on 22 September 2011.

Resolute Mining Limited (the parent) is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange.

The principal activities of entities within the consolidated entity during the year were:

  • Gold mining; and,

  • prospecting and exploration for minerals.

There has been no significant change in the nature of those activities during the year.

NOTE 1: BASIS OF PREPARATION AND 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 financial information for Resolute Mining Limited (“RML”) as an individual entity and the consolidated entity consisting of RML and its subsidiaries. Where appropriate, comparative information has been reclassified.

(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 Board and the Corporations Act 2001 .

Compliance statement

The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Accounting policies adopted are consistent with those of the previous year.

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) at fair value through profit and loss.

(b) Principles of consolidation

(i) Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RML as at 30 June 2011 and the results of all subsidiaries for the year then ended. RML and its subsidiaries together are referred to in this financial report as the “Group” or the “consolidated entity”. Interests in associates are equity accounted and are not part of the consolidated Group.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one‐half of the voting rights.

35

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de‐ consolidated from the date that control ceases.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non‐controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.

The difference between the above items and the fair value of the consideration (including the fair value of any pre‐ existing investment in the acquiree) is goodwill or a discount on acquisition.

Intercompany transactions, balances and unrealised gains on transactions between Group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.

Accounting policies of subsidiaries have been changed were necessary to ensure consistency with the policies adopted by the Group.

(ii) Joint Ventures

Jointly controlled assets

The proportionate interests in the assets, liabilities and expenses of a joint venture activity have been incorporated in the financial statements under the appropriate headings.

(c) Segment reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the level of segment information presented to the board of directors.

Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team.

Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately.

However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.

Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category.

36

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Foreign currency translation

  • (i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in Australian dollars, which is Resolute Mining Limited’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non‐monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non‐monetary items, such as equities classified as available‐for‐sale financial assets, are included in the fair value reserve in equity.

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position;

  • income and expenses for each consolidated statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and,

  • all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold or borrowings repaid, a proportionate share of such exchange differences are recognised in the consolidated statement of comprehensive income as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(e) Revenue recognition

(i) Gold sales

Revenue is recognised when the risk and reward of ownership has passed from the Group to an external party and the selling price can be determined with reasonable accuracy. Sales revenue represents gross proceeds receivable from the customer. Certain sales are initially recognised at estimated sales value when the gold is dispatched.

37

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue from the sale of by‐products such as silver is included in sales revenue.

(ii) Interest

Revenue is recognised as interest accrues using the effective interest method.

(f) Borrowing costs

Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed and are included in profit or loss as part of borrowing costs.

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity's outstanding borrowings during the period.

(g) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and by unused tax losses (if appropriate).

Deferred income tax is provided on all temporary differences at the consolidated statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

  • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable profit or loss; and,

  • in respect of taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, and the carry‐forward of unused tax assets and unused tax losses, to the extent it is probable that taxable profit will be available against which the deductible temporary differences, and the carry‐forward of unused tax assets and unused tax losses can be utilised:

  • except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable profit or loss; and,

  • in respect of deductible temporary differences associated with investments in subsidiaries and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each consolidated statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

38

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Tax consolidation legislation

RML and its wholly‐owned Australian controlled entities implemented the tax consolidation legislation as of 1 July 2002.

Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

  • Where the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and,

  • receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

(h) Earnings per share (“EPS”)

Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS is calculated as the net profit attributable to members, adjusted for:

  • costs of servicing equity (other than dividends) and;

  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and,

  • other non‐discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares.

Divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(i) Cash and cash equivalents

Cash and cash equivalents includes cash on hand and deposits held at financial institutions at call. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.

39

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(j) Receivables

Trade receivables are recognised at fair value less a provision for any uncollectible debts. Trade receivables are due for settlement no more than 30 days from the date of recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the transaction. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the consolidated statement of comprehensive income.

Receivables from related parties are recognised and carried at the nominal amount due. Where interest is charged it is taken up as income in profit and loss and included in other income.

(k) Inventories

Finished goods, gold in circuit and stockpiles of unprocessed ore are stated at the lower of cost and estimated net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to ore stockpiles and gold in circuit items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business (excluding derivatives) less the estimated costs of completion and the estimated costs necessary to make the sale.

Consumables have been valued at cost less an appropriate provision for obsolescence. Cost is determined on a first‐ in‐first‐out basis.

(l) Investments and other financial assets

The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held‐to‐maturity investments, and available‐for‐sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re‐evaluates this designation at each reporting date.

(i) Financial assets at fair value through profit or loss

This category has two sub‐categories: financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. The policy of management is to designate a financial asset if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the consolidated statement of financial position date.

40

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(ii) Loans and receivables

Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the consolidated statement of financial position date which are classified as non‐current assets. Loans and receivables are included in receivables in the consolidated statement of financial position.

(iii) Held‐to‐maturity investments

Held‐to‐maturity investments are non‐derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity.

(iv) 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 consolidated statement of financial position date.

Purchases and sales of investments are recognised on trade‐date ‐ the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Available‐for‐sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value. Loans and receivables and held‐to‐maturity investments are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the consolidated statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non‐monetary securities classified as available‐for‐sale are recognised in equity in the available‐for‐sale investments revaluation reserve. When securities classified as available‐for‐sale are sold or impaired, the accumulated fair value adjustments are included in the consolidated statement of comprehensive income as gains and losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

The Group 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 in determining whether the security is 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 and loss ‐ is removed from equity and recognised in the consolidated statement of comprehensive income. Impairment losses recognised in the consolidated statement of comprehensive income on equity instruments are not reversed through the consolidated statement of comprehensive income.

41

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Investments in associates

The Group’s investment in associates is accounted for using the equity method of accounting in the consolidated financial statements and at cost. An associate is an entity over which the Group has significant influence and that are neither subsidiaries nor joint ventures.

The Group generally deems they have significant influence if they have over 20% of voting rights.

Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost plus post‐acquisition changes in the Group's share of net assets of the associates. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. After application of the equity method, the Group determines whether it is necessary to recognise any impairment loss with respect to the Group's net investment in associates. Goodwill included in the carrying amount of the investment in associate is not tested separately, rather the entire carrying amount of the investment is tested for impairment as a single asset. If an impairment is recognised, the amount is not allocated to the goodwill of the associate.

The Group's share of its associates' post‐acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post‐acquisition movements in reserves is recognised in reserves. The cumulative post‐ acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised in the parent entity's statement of comprehensive income as a component of other income.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long‐term receivables and loans, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

The Group makes any adjustments to the performance and position of the associate where appropriate in order to allow for differences in the accounting policies of the Group and those of the associate.

(n) Derivatives

The Group uses derivative financial instruments such as gold options; gold forward contracts and interest rate swaps to manage the risks associated with commodity price and interest rate fluctuations.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).

The fair value of derivative financial instruments that are traded on an active market is based on quoted market prices at the consolidated statement of financial position date. The fair value of financial instruments not traded on an active market is determined using appropriate valuation techniques.

At the inception of the transaction, the Group documents the relationship between hedge instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. Refer to Note 36 for treatment of the Group’s gold contracts.

42

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated statement of comprehensive income, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated statement of comprehensive income.

Amounts accumulated in equity are recycled in the consolidated statement of comprehensive income in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non financial asset (for example, inventory) or a non‐financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the consolidated statement of comprehensive income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated statement of comprehensive income.

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the consolidated statement of comprehensive income.

(o) Deferred mining costs

In mining operations, it is necessary to remove overburden and other barren waste materials to access ore from which minerals can economically be extracted. The process of mining overburden and waste materials is referred to as stripping. Stripping costs incurred before production commences are included within capitalised mine development expenditure and subsequently amortised. The Group defers stripping costs incurred subsequently during the production stage of operation.

Stripping ratios are a function of the quantity of ore mined compared with the quantity of overburden, or waste required to be removed to mine the ore. Deferral of the post production costs to the consolidated statement of financial position is made, where appropriate, when actual stripping ratios vary from average life of mine ratios. Deferral of costs to the consolidated statement of financial position is not made when the waste to ore ratio is expected to be consistent throughout the life of the mine.

Costs which have previously been deferred to the consolidated statement of financial position are recognised in the Consolidated statement of comprehensive income on a unit of production basis utilising average stripping ratios. Changes in estimates of average stripping ratios are accounted for prospectively from the date of the change.

43

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As it is not possible to separately identify cash inflows relating to deferred overburden removal costs, such assets are grouped with other assets or a cash generating unit for the purposes of undertaking impairment assessments, where necessary, based on future cash flows for the operation as a whole.

(p) Mineral exploration and evaluation interests

Exploration expenditure is expensed to the consolidated statement of comprehensive income as and when it is incurred and included as part of cash flows from operating activities. Exploration costs are only capitalised to the consolidated statement of financial position if they result from an acquisition.

Evaluation expenditure is capitalised to the consolidated statement of financial position. Evaluation is deemed to be activities undertaken from the beginning of the pre‐feasibility study conducted to assess the technical and commercial viability of extracting a mineral resource before moving into the Development phase (see note 1(q) Development expenditure). The criteria for carrying forward the costs are:

  • Such costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively by its sale; or

  • evaluation activities in the area of interest which has not yet reached a state which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area are continuing.

Costs carried forward in respect of an area of interest which is abandoned are written off in the year in which the abandonment decision is made.

(q) Development expenditure

(i) Areas in Development

Areas in development represent the costs incurred in preparing mines for production including the required plant infrastructure. The costs are carried forward to the extent that these costs are expected to be recouped through the successful exploitation of the Company’s mining leases.

(ii) Areas in Production

Areas in production represent the accumulation of all acquired exploration, evaluation and development expenditure incurred by or on behalf of the entity in relation to areas of interest in which economic mining of a mineral reserve has commenced. Amortisation of costs is provided on the unit‐of‐production method, with separate calculations being made for each mineral resource. The unit‐of‐production basis results in an amortisation charge proportional to the depletion of the economically recoverable mineral reserves.

The net carrying value of each mine property is reviewed regularly and, to the extent to which this value exceeds its recoverable amount, that excess is fully provided against in the financial year in which this is determined.

(r) Property, plant and equipment

(i) Cost and Valuation

Property, plant and equipment are stated at cost less any accumulated depreciation and any impairment losses.

44

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The cost of an item of property, plant and equipment comprises:

  • Its purchase price, including import duties and non refundable purchase taxes, after deducting trade discounts and rebates;

  • Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; and,

  • The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

(ii) Depreciation

Depreciation is provided on a straight‐line basis on all property plant and equipment other than land. Major depreciation periods are:

preciation periods are:
Motor vehicles
Office equipment
Plant and equipment
Life
Method
3 years
Straight line
3 years
Straight line
Life of mine years
Straight line

(iii) Impairment

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash‐generating unit to which the asset belongs.

If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash‐generating units are written down to their recoverable amount.

The recoverable amount of plant and equipment is the greater of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(s) Leases

Finance leases, which effectively transfer to the consolidated entity all of the risks and benefits incidental to ownership of the leased item, are capitalised at the present value of the minimum lease payments, disclosed as leased property, plant and equipment, and amortised over the period the consolidated entity is expected to benefit from the use of the leased assets. Lease payments are allocated between interest expense and reduction in the lease liability.

Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charges directly against income.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiation of an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as the lease income.

Operating lease payments are recognised as an expense in the consolidated statement of comprehensive income over the lease term.

45

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(t) Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any non‐controlling interest in the acquiree. For each business combination, the acquirer measures the non‐controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition‐related costs are expensed as incurred.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or in other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured.

(u) Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.

Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to is recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash‐generating unit to which it belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset.

(v) 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 consolidated entity.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accruals basis.

46

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(w) Interest‐bearing liabilities

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest bearing liabilities are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognised in the consolidated statement of comprehensive income when the liabilities are derecognised and as well as through the amortisation process. Treatment of borrowing costs is outlined in note 1(f).

The component of convertible notes that exhibit characteristics of a liability are recognised as a liability in the consolidated statement of financial position, net of transaction costs.

On issuance of the convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non‐convertible bond and that amount is carried as a long‐term liability on an amortised cost basis until extinguished on conversion or redemption. The accretion of the liability due to the passage of time is recognised as a finance cost.

Compound financial instruments

The remainder of the proceeds received from the issue of the convertible notes are allocated to the conversion option that is recognised and included in shareholders' equity, net of transaction costs. The carrying amount of the conversion option is not re‐measured in subsequent periods.

Interest on the liability component of the instruments is recognised as an expense in the consolidated statement of comprehensive income except for when the borrowing costs are associated with a qualifying asset, in which case the borrowing costs are capitalised and amortised over the useful life of the qualifying asset.

Transaction costs relating to the convertible note issues are apportioned between the liability and equity components of the convertible notes, based on the allocation of proceeds to the liability and equity components when the instruments are first recognised.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

(x) Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre‐tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

47

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

The consolidated entity records the present value of the estimated cost of legal and constructive obligations (such as those under the consolidated entity’s Environmental Policy) to restore operating locations in the period in which the obligation is incurred. The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas.

Typically the obligation arises when the asset is installed at the production location. When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related mining assets. Over time, the liability is increased for the change in the present value based on the discount rates that reflect the current market assessments and the risks specific to the liability. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation liability when incurred.

(y) Employee benefits

(i) Wages, Salaries and Annual Leave

Liabilities for wages and salaries, including non‐monetary benefits and annual leave 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.

(ii) 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 measured 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 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.

(iii) Termination Gratuity and Relocation

Liabilities for Termination Gratuity and Relocation payments are recognised and are measured as the present value of expected future payments to be made in respect of employees up to the reporting date.

(iv) Share based payments

Equity‐based compensation benefits are provided to employees via the Group’s share option plan. The Group determines the fair value of options issued to directors, executives and members of staff as remuneration and recognises that amount as an expense in the consolidated statement of comprehensive income over the vesting period with a corresponding increase in equity.

48

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The fair value at grant date is independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the

non‐tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk‐free interest rate for the term of the option.

The fair value of the options granted excludes the impact of any non‐market vesting conditions (for example, profitability and sales growth targets). Non‐market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each consolidated statement of financial position date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.

(v) Superannuation

Contributions made by the Group to employee superannuation funds are charged to the consolidated statement of comprehensive income in the period employees' services are provided.

(z) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(aa) Financial Guarantees

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation, where appropriate.

(ab) Significant accounting judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

(i) Determination of mineral resources and ore reserves

The determination of reserves impacts the accounting for asset carrying values, depreciation and amortisation rates, deferred stripping costs and provisions for decommissioning and restoration. The information in this report as it relates to ore reserves, mineral resources or mineralisation is reported in accordance with the Aus.IMM “Australian Code for reporting of Identified Mineral Resources and Ore Reserves”. The information has been prepared by or under supervision of competent persons as identified by the Code.

There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.

49

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated.

(ac) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

(i) Impairment of capitalised mine development expenditure

The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved and probable reserves and measured, indicated and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

(ii) Life‐of‐mine stripping ratio

The Group has adopted a policy of deferring production stage stripping costs and amortising them in accordance with the life‐of‐mine strip ratio. Significant judgement is required in determining this ratio for each mine. Factors that are considered include:

  • Any proposed changes in the design of the mine;

  • estimates of the quantities of ore reserves and mineral resources for which there is a high degree of confidence of economic extraction;

  • future production levels;

  • future commodity prices; and,

  • future cash costs of production and capital expenditure.

(iii) Provisions for decommissioning and restoration costs

Decommissioning and restoration costs are a normal consequence of mining, and the majority of this expenditure is incurred at the end of a mine’s life. In determining an appropriate level of provision consideration is given to the expected future costs to be incurred, the timing of these expected future costs (largely dependent on the life of the mine), and the estimated future level of inflation. The discount rate used in the calculation of these provisions is consistent with the risk free rate.

The ultimate cost of decommissioning and restoration is uncertain and costs can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine‐sites. The expected timing of expenditure can also change, for example in response to changes in reserves or to production rates.

Changes to any of the estimates could result in significant changes to the level of provisioning required, which would in turn impact future financial results.

50

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(iv) Recoverability of potential deferred income tax assets

The Group recognises deferred income tax assets in respect of tax losses and temporary differences to the extent that it is probable that the future utilisation of these losses and temporary differences is considered probable. Assessing the future utilisation of these losses and temporary differences requires the Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, this could result in significant changes to the deferred income tax assets recognised, which would in turn impact future financial results.

(v) Share based payments

The Group measures the cost of cash settled transactions with employees by reference to the fair value at the grant date using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 31(b).

(vi) Fair value of derivative financial instruments

The Group assesses the fair value of its financial derivatives in accordance with the accounting policy stated in Note 1(n). Fair values have been determined based on well established valuation models and market conditions existing at the balance date. These calculations require the use of estimates and assumptions. Changes in assumptions concerning interest rates, gold prices and volatilities could have significant impact on the fair valuation attributed to the Group’s financial derivatives. When these assumptions change or become known in the future, such differences will impact asset and liability carrying values in the period in which they change or become known.

(vii) Significant estimate in determining the beginning of production

Considerations are made in the determination of the point at which development ceases and production commences for a mine development project. This point determines the cut‐off between pre‐production and production accounting.

The Group ceases capitalising pre‐production costs and begins depreciation and amortisation of mine assets at the point commercial production commences. This is based on the specific circumstances of the project, and considers when the mine’s plant becomes ‘available for use’ as intended by management. Determining when the production start date is achieved is an assessment made by management and includes the following factors:

  • the level of redevelopment expenditure compared to project cost estimates;

  • completion of a reasonable period of testing of the mine plant and equipment;

  • mineral recoveries, availability and throughput levels at or near expected/budgeted levels;

  • the ability to produce gold into a saleable form (where more than an insignificant amount is produced); and,

  • the achievement of continuous production.

Any revenues occurring during the pre‐production period are capitalised and offset the capitalised development costs.

(ad) New accounting standards and UIG interpretations

From 1 July 2010 the Group has adopted all new and revised Australian Accounting Standards and Interpretations mandatory for reporting periods beginning on or after 1 July 2010, including:

51

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  • AASB 2009‐5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project

Impact: The Group has adopted the amendment to AASB 107 and only classifies expenditure that has resulted in the recognition of an asset in the Statement of Financial Position as investing activities in the Consolidated Cash Flow Statement.

The amendments to AASB 117 do not have any impact on the classification of any land leases held by the Group.

  • AASB 2009‐8 Amendments to Australian Accounting Standards arising from AASB 2

The amendments require that an entity receiving goods or services in a share‐based payment arrangement to account for those goods or services no matter which entity in the group settles the transaction in shares or cash.

Impact: The amendments do not have any impact on the Group as it does not enter into any transactions where one entity receives or acquires goods or services while another entity settles the transaction by way of issuing equity instruments.

  • AASB 2009‐10 Amendments to Australian Accounting Standards arising from AASB 132

The amendments reclassify certain options and warrants as equity instruments rather than financial liabilities resulting in the reversal of amounts that were previously recognised in the Consolidated Statement of Comprehensive Income.

Impact: The amendments do not have any impact on the Group’s options that are on issue.

  • Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

The interpretation clarifies that equity instruments issued to extinguish a financial liability are “consideration paid” in accordance with IAS 39(41) and will result in de‐recognition of the financial liability.

Impact: The interpretation does not change the way in which the Group accounts for such transactions.

  • AASB 2010‐3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project

The amendment limits the scope of the measurement choices of non‐controlling interest to instruments that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. Other components of NCI are measured at fair value.

Impact: The amendments do not have any impact on the methodology used to calculate the non‐ controlling interest in the Group.

52

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

  • (i) The following new accounting standards have been issued or amended but are not yet effective. These standards have not been adopted by the Group for the period ended 30 June 2011, and no change to the Group’s accounting policies are required:
Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 9 Financial Instruments AASB 9 includes requirements for the classification and measurement of financial assets
resulting from the first part of Phase 1 of the IASB’s project to replace IAS 39 Financial
Instruments: Recognition and Measurement (AASB 139 Financial Instruments: Recognition and
Measurement).
These requirements improve and simplify the approach for classification and measurement of
financial assets compared with the requirements of AASB 139. The main changes from AASB
139 are described below.
(a)
Financial assets are classified based on (1) the objective of the entity’s business model
for managing the financial assets; (2) the characteristics of the contractual cash flows.
This replaces the numerous categories of financial assets in AASB 139, each of which had
its own classification criteria.
(b)
AASB 9 allows an irrevocable election on initial recognition to present gains and losses
on investments in equity instruments that are not held for trading in other
comprehensive income. Dividends in respect of these investments that are a return on
investment can be recognised in profit or loss and there is no impairment or recycling on
disposal of the instrument.
(c)
Financial assets can be designated and measured at fair value through profit or loss at
initial recognition if doing so eliminates or significantly reduces a measurement or
recognition inconsistency that would arise from measuring assets or liabilities, or
recognising the gains and losses on them, on different bases.
1 January 2013 1 July 2013

53

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 2009‐11 Amendments to Australian
Accounting Standards arising from
AASB 9
[AASB 1, 3, 4, 5, 7, 101, 102, 108, 112,
118, 121, 127, 128, 131, 132, 136,
139, 1023 & 1038 and Interpretations
10 & 12]
►These amendments arise from the issuance of AASB 9_Financial Instruments_that sets out
requirements for the classification and measurement of financial assets. The requirements
in AASB 9 form part of the first phase of the International Accounting Standards Board’s
project to replace IAS 39_Financial Instruments: Recognition and Measurement_.
►This Standard shall be applied when AASB 9 is applied.
1 January 2013 1 July 2013
AASB 124 (Revised) Related Party Disclosures (December
2009)
The revised AASB 124 simplifies the definition of a related party, clarifying its intended
meaning and eliminating inconsistencies from the definition, including:
(a)
The definition now identifies a subsidiary and an associate with the same investor as
related parties of each other
(b)
Entities significantly influenced by one person and entities significantly influenced by a
close member of the family of that person are no longer related parties of each other
(c)
The definition now identifies that, whenever a person or entity has both joint control
over a second entity and joint control or significant influence over a third party, the
second and third entities are related to each other
A partial exemption is also provided from the disclosure requirements for government‐related
entities. Entities that are related by virtue of being controlled by the same government can
provide reduced related party disclosures.
1 January 2011 1 July 2011
AASB 2009‐12 Amendments to Australian
Accounting Standards
[AASBs 5, 8, 108, 110, 112, 119, 133,
137, 139, 1023 & 1031 and
Interpretations 2, 4, 16, 1039 & 1052]
This amendment makes numerous editorial changes to a range of Australian Accounting
Standards and Interpretations.
In particular, it amends AASB 8_Operating Segments_to require an entity to exercise judgement
in assessing whether a government and entities known to be under the control of that
government are considered a single customer for the purposes of certain operating segment
disclosures. It also makes numerous editorial amendments to a range of Australian Accounting
Standards and Interpretations, including amendments to reflect changes made to the text of
IFRS by the IASB.
1 January 2011 1 July 2011

54

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 2009‐14 Amendments to Australian
Interpretation – Prepayments of a
Minimum Funding Requirement
These amendments arise from the issuance of Prepayments of a Minimum Funding
Requirement (Amendments to IFRIC 14). The requirements of IFRIC 14 meant that some
entities that were subject to minimum funding requirements could not treat any surplus in a
defined benefit pension plan as an economic benefit.
The amendment requires entities to treat the benefit of such an early payment as a pension
asset. Subsequently, the remaining surplus in the plan, if any, is subject to the same analysis as
if no prepayment had been made.
1 January 2011 1 July 2011
AASB 1053 Application of Tiers of Australian
Accounting Standards
This Standard establishes a differential financial reporting framework consisting of two Tiers of
reporting requirements for preparing general purpose financial statements:
(a) Tier 1: Australian Accounting Standards
(b) Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements
Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and
substantially reduced disclosures corresponding to those requirements.
The following entities apply Tier 1 requirements in preparing general purpose financial
statements:
(a) For‐profit entities in the private sector that have public accountability (as defined in this
Standard)
(b) The Australian Government and State, Territory and Local Governments
The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose
financial statements:
(a) For‐profit private sector entities that do not have public accountability
(b) All not‐for‐profit private sector entities
(c) Public sector entities other than the Australian Government and State, Territory and Local
Governments
1 July 2013 1 July 2013

55

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 1054 Australian Additional Disclosures This standard is as a consequence of phase 1 of the joint Trans‐Tasman Convergence project of
the AASB and FRSB.
This standard relocates all Australian specific disclosures from other standards to one place
and revises disclosures in the following areas:
(a) Compliance with Australian Accounting Standards
(b) The statutory basis or reporting framework for financial statements
(c) Whether the financial statements are general purpose or special purpose
(d) Audit fees
(e) Imputation credits
1 July 2011 1 July 2011
AASB 2010‐2 Amendments to Australian
Accounting Standards arising from
reduced disclosure requirements
This Standard makes amendments to many Australian Accounting Standards, reducing the
disclosure requirements for Tier 2 entities, identified in accordance with AASB 1053, preparing
general purpose financial statements.
1 July 2013 1 July 2013
AASB 2010‐4 Further Amendments to Australian
Accounting Standards arising from
the Annual Improvements Project
[AASB 1, AASB 7, AASB 101, AASB 134
and Interpretation 13]
Emphasises the interaction between quantitative and qualitative AASB 7 disclosures and the
nature and extent of risks associated with financial instruments.
Clarifies that an entity will present an analysis of other comprehensive income for each
component of equity, either in the statement of changes in equity or in the notes to the
financial statements.
Provides guidance to illustrate how to apply disclosure principles in AASB 134 for significant
events and transactions.
Clarifies that when the fair value of award credits is measured based on the value of the
awards for which they could be redeemed, the amount of discounts or incentives otherwise
granted to customers not participating in the award credit scheme, is to be taken into account.
1 January 2011 1 July 2011

56

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 2010‐5 Amendments to Australian
Accounting Standards
[AASB 1, 3, 4, 5, 101, 107, 112, 118,
119, 121, 132, 133, 134, 137, 139,
140, 1023 & 1038 and Interpretations
112, 115, 127, 132 & 1042]
This Standard makes numerous editorial amendments to a range of Australian Accounting
Standards and Interpretations, including amendments to reflect changes made to the text of
IFRS by the IASB.
These amendments have no major impact on the requirements of the amended
pronouncements.
1 January 2011 1 July 2011
AASB 2010‐6 Amendments to Australian
Accounting Standards – Disclosures
on Transfers of Financial Assets [AASB
1 & AASB 7]
The amendments increase the disclosure requirements for transactions involving transfers of
financial assets._Disclosures_require enhancements to the existing disclosures in IFRS 7 where
an asset is transferred but is not derecognised and introduce new disclosures for assets that
are derecognised but the entity continues to have a continuing exposure to the asset after the
sale.
1 July 2011 1 July 2011
AASB 2010‐7 Amendments to Australian
Accounting Standards arising from
AASB 9 (December 2010)
[AASB 1, 3, 4, 5, 7, 101, 102, 108, 112,
118, 120, 121, 127, 128, 131, 132,
136, 137, 139, 1023, & 1038 and
interpretations 2, 5, 10, 12, 19 & 127]
The requirements for classifying and measuring financial liabilities were added to AASB 9. The
existing requirements for the classification of financial liabilities and the ability to use the fair
value option have been retained. However, where the fair value option is used for financial
liabilities the change in fair value is accounted for as follows:
►The change attributable to changes in credit risk are presented in other comprehensive
income (OCI)
►The remaining change is presented in profit or loss
If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of
the changes in credit risk are also presented in profit or loss.
1 January 2013 1 July 2013
AASB 2010‐8 Amendments to Australian
Accounting Standards – Deferred Tax:
Recovery of Underlying Assets
[AASB 112]
These amendments address the determination of deferred tax on investment property
measured at fair value and introduce a rebuttable presumption that deferred tax on
investment property measured at fair value should be determined on the basis that the
carrying amount will be recoverable through sale. The amendments also incorporate_SIC‐21_
_Income Taxes – Recovery of Revalued Non‐Depreciable Assets_into AASB 112.
1 January 2012 1 July 2012

57

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 2011‐1 Amendments to Australian
Accounting Standards arising from
the Trans‐Tasman Convergence
project
[AASB 1, AASB 5, AASB 101, AASB
107, AASB 108, AASB 121, AASB 128,
AASB 132, AASB 134, Interpretation
2, Interpretation 112, Interpretation
113]
This Standard amendments many Australian Accounting Standards, removing the disclosures
which have been relocated to AASB 1054.
1 July 2011 1 July 2011
AASB 2011‐2 Amendments to Australian
Accounting Standards arising from
the Trans‐Tasman Convergence
project – Reduced disclosure regime
[AASB 101, AASB 1054]
This Standard makes amendments to the application of the revised disclosures to Tier 2
entities, that are applying AASB 1053.
1 July 2013 1 July 2013
AASB 10 Consolidated Financial Statements IFRS 10 establishes a new control model that applies to all entities. It replaces parts of IAS 27
Consolidated and Separate Financial Statements_dealing with the accounting for consolidated
financial statements and SIC‐12_Consolidation – Special Purpose Entities.

The new control model broadens the situations when an entity is considered to be controlled
by another entity and includes new guidance for applying the model to specific situations,
including when acting as a manager may give control, the impact of potential voting rights and
when holding less than a majority voting rights may give control. This is unlikely to lead to
more entities being consolidated into the group.
1 January 2013 1 July 2013

58

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 11 Joint Arrangements IFRS 11 replaces IAS 31_Interests in Joint Ventures_and SIC‐13_Jointly‐ controlled Entities – Non‐_
_monetary Contributions by Ventures._IFRS 11 uses the principle of control in IFRS 10 to define
joint control, and therefore the determination of whether joint control exists may change. In
addition IFRS 11 removes the option to account for jointly controlled entities (JCEs) using
proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the
nature of the rights and obligations arising from the arrangement. Joint operations that give
the venturers a right to the underlying assets and obligations themselves is accounted for by
recognising the share of those assets and obligations. Joint ventures that give the venturers a
right to the net assets is accounted for using the equity method. This may result in a change in
the accounting for the joint arrangements held by the group.
1 January 2013 1 July 2013
AASB 12 Disclosure of Interests in Other
Entities
IFRS 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint
arrangements, associates and structures entities. New disclosures have been introduced about
the judgements made by management to determine whether control exists, and to require
summarised information about joint arrangements, associates and structured entities and
subsidiaries with non‐controlling interests.
1 January 2013 1 July 2013
AASB 13 Fair Value Measurement IFRS 13 establishes a single source of guidance under IFRS for determining the fair value of
assets and liabilities. IFRS 13 does not change when an entity is required to use fair value, but
rather, provides guidance on how to determine fair value under IFRS when fair value is
required or permitted by IFRS. Application of this definition may result in different fair values
being determined for the relevant assets.
IFRS 13 also expands the disclosure requirements for all assets or liabilities carried at fair value.
This includes information about the assumptions made and the qualitative impact of those
assumptions on the fair value determined.
1 January 2013 1 July 2013

59

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 119 (Revised) Employee Benefits The main changes to accounting for defined benefit plans are:
►to eliminate the option to defer the recognition of gains and losses (the ‘corridor method’);
►requiring re‐measurements to be presented in other comprehensive income; and
►enhancing the disclosure requirements relating to defined benefit plans for Tier 1 entities.
The AASB has provided relief from certain disclosure requirements for entities that adopt
Tier 2 Reduced Disclosure Requirements.
1 January 2013 1 January 2013
AASB 2011‐9 Amendments to Australian
Accounting Standards ‐Presentation
of Items of Other Comprehensive
Income
[AASB 1, 5, 7, 101, 112, 120, 121, 132,
133, 134, 1039 & 1049]
The main change resulting from the amendments relates to the ‘Statement of Profit or Loss
and Other Comprehensive Income’ and the requirement for entities to group items presented
in other comprehensive income on the basis of whether they are potentially re‐classifiable to
profit or loss subsequently (reclassification adjustments). The amendments do not remove the
option to present profit or loss and other comprehensive income in two statements.
The amendments do not change the option to present items of OCI either before tax or net of
tax. However, if the items are presented before tax then the tax related to each of the two
groups of OCI items (those that might be reclassified to profit or loss and those that will not be
reclassified) must be shown separately.
1 July 2012 1 July 2012
AASB 2011‐3 Amendments to Australian
Accounting Standards – Orderly
Adoption of Changes to the ABS GFS
Manual and Related Amendments
[AASB 1049]
This Standard makes amendments including clarifying the definition of the ABS GFS Manual,
facilitating the orderly adoption of changes to the ABS GFS Manual and related disclosures to
AASB 1049.
1 July 2012 1 October 2012
AASB 2011‐4 Amendments to Australian
Accounting Standards to Remove
Individual Key Management
Personnel Disclosure Requirements
[AASB 124]
This Standard makes amendments to remove individual key management personnel disclosure
requirements from AASB 124.
1 July 2013 1 October 2013

60

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

Reference Title Summary Application date
of standard*
Application
date for Group*
AASB 2011‐5 Amendments to Australian
Accounting Standards – Extending
Relief from Consolidation, the Equity
Method and Proportionate
Consolidation
[AASB 127, AASB 128 & AASB 131]
This Standard makes amendments to:
►AASB 127 Consolidated and Separate Financial Statements;
►AASB 128 Investments in Associates; and
►AASB 131 Interests in Joint Ventures;
to extend the circumstances in which an entity can obtain relief from consolidation, the equity
method or proportionate consolidation, and relates primarily to those applying the reduced
disclosure regime or not‐for‐profit entities.
1 July 2011 1 October 2011

The impact of the adoption of these new and revised standards and interpretations has not been determined by the Company.

*Designates the beginning of the applicable annual reporting period unless otherwise stated.

61

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
462,911
393,936
(17,856)
(59,084)
445,055
334,852

7,632
445,055
342,484
300,342
234,139
(6,843)
(5,132)
293,499
229,007
(a)
Revenue from gold sales
Gold sales at spot price (i)
Realised loss on gold forward contracts
Amortisation of the gold forward contract hedge reserve
i) Proceeds received on the sale of gold produced at the Syama
project up until 31 December 2009 were capitalised into pre‐
production costs.
(b)
Costs of production relating to gold sales
Costs of production (excluding gold in circuit inventories movement) (i)
Gold in circuit inventories movement
i) Costs incurred on the production of gold at the Syama project up
until 31 December 2009 were capitalised into pre‐production
costs.
(c)
Depreciation and amortisation relating to gold sales
Amortisation of evaluation, development & rehabilitation costs
Depreciation of mine site properties, plant & equipment
(d)
Other operating costs relating to gold sales
Royalty expense
Operational support costs
23,712
15,467
38,679
27,674
62,391
43,141
19,541
13,232
3,735
3,333
23,276
16,565

62

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(e)
Other revenue
Interest income ‐ other persons/corporations
(f)
Other income
Rehabilitation provision adjustment to non operating mine sites
Profit on sale of subsidiaries (i)
Profit on sale of property, plant and equipment
Other
329
294
1,073
726

7,208
139
1,934
104
230
1,316
10,098

i) On 7 May 2010, Resolute disposed of a number of Australian and Ghanaian subsidiaries to Viking Ashanti Limited. Proceeds received comprised of 23 million shares in Viking Ashanti Limited and a cash component. As a result of this transaction, Resolute holds 33.25% of the ordinary shares of Viking Ashanti Limited.

63

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(g)
Administration and other expenses
Other management and administration expenses
Non mine site insurance costs
Operating lease expenses
Loss on sale of available for sale financial assets
Share based payments expense
Depreciation of non mine site assets
Impairment of accounts receivable
Other
4,248
4,297
714
737
770
512

28
1,215
522
250
271
1,361

1,199
1,209
9,757
7,576
(h)
Finance costs
Interest and fees paid/payable to other entities (i)
Rehabilitation provision discount adjustment
18,612
10,701
985
519
19,597
11,220

i) Interest and fees paid/payable to other entities relating to financing of the Syama redevelopment and pre‐production costs up until 31 December 2009 were capitalised into pre‐production costs.

64

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)

OTE 2: PROFIT/(LOSS) FROM CONTINUING OPERATIONS (continued)
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(i)
Treasury ‐ other realised (losses)/gains
Realised gain on gold call options
Realised loss on gold put options
Realised foreign exchange loss

1,522
(3,909)

(665)
(1,327)
(4,574)
195
(j)
Treasury ‐ unrealised gains/(losses)
Unrealised gain on gold forward contracts
Unrealised gain/(loss) on gold put options
Unrealised loss on gold call options
Unrealised foreign exchange gain
Unrealised foreign exchange loss on loans with subsidiaries

2,077
2,930
(5,467)

(1,393)
7,991
3,351
(10,191)
(74,544)
730
(75,976)
(k)
Employee benefits
Salaries
Superannuation
Share based payments expense
44,090
42,085
2,545
2,553
1,215
522
47,850
45,160

NOTE 3: INCOME TAX

(a) Income tax expense attributable to continuing operations

Current tax expense
Deferred tax (benefit)/expense
Witholding tax
Total tax expense
Income tax expense attributable to profit/(loss) from continuing operations
15,962
9,798
(1,127)
3,897
14,835
13,695
1,787
2,924
16,622
16,619

65

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3: INCOME TAX (continued)

NOTE 3: INCOME TAX (continued)
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(b) Numerical reconciliation of income tax expense to prima facie tax
expense
59,552
(39,952)
(1,787)
(2,924)
57,765
(42,876)
17,330
(12,863)
(3,603)
27,142

(566)
365
157
743
(175)
14,835
13,695
(222)
(925)
78,774
65,400
79,518
72,234
327
295
158,619
137,929
38,723
31,677
197,342
169,606
Profit/(loss) from continuing operations before income tax expense
Prima facie income tax expense/(benefit) at 30% (2010: 30%)
Add/(deduct):
‐ foreign exchange gain on investment in subsidiaries
‐ effect of share based payments expense not deductible
‐ other
Income tax expense attributable to net profit/(loss)
‐tax losses and other temporary differences (recognised to offset deferred
tax liabilities)/not recognised
Withholding tax
Profit/(loss) from continuing operations including withholding tax before
income tax expense
(c) Amounts recognised directly in equity
Amounts credited directly to equity
(d) Tax losses
‐ Revenue losses
Australia
Mali*
Other
‐ Capital losses
Australia
Total tax losses not used against deferred tax liabilities for which no deferred
tax asset has been recognised (potential tax benefit at the prevailing tax rates
of the respective jurisdictions)

*Pursuant to the Establishment Convention between the State of Mali and Societe des Mines de Syama S.A. (owner of the Syama gold mine), there is an income tax holiday for 5 years post the declaration of first commercial production at Syama.

66

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3: INCOME TAX (continued)

A deferred income tax asset has not been recognised for these amounts at balance date as realisation of the benefit is not regarded as probable. The future benefit will only be obtained if:

(i) future assessable income is derived of a nature and an amount sufficient to enable the benefit to be realised;

(ii) the conditions for deductibility imposed by tax legislation continue to be complied with; and,

(iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit.

(e) Unrecognised temporary differences

As at 30 June 2011, aggregate unrecognised temporary differences of $7.062m (2010: $0.086m) are in respect of investments in foreign controlled entities for which no deferred tax liabilities (2010: deferred tax assets) have been recognised for amounts which arise upon translation of their financial statements.

As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(f) Movements in the deferred tax assets balance
Balance at the beginning of the year
Credited to equity
Charged to the income statement
Balance as at the end of the year
Receivables
Other financial assets
Available for sale financial assets
Property, plant and equipment
Interest bearing liabilities
Financial derivative liabilities
Provisions
Other
Tax losses recognised (i)
Temporary differences not recognised
Set off of deferred tax liabilities pursuant to set off provisions
Net deferred tax assets
The deferred tax assets balance comprises temporary differences attributable
to:


222
2,376
(222)
(2,376)


1,119

133
133
317
250
2,274
1,673
34,409
26,551

33,930
11,917
9,012
15
903
15,435
5,982
(31,876)
(53,682)
33,743
24,752
(33,743)
(24,752)

i) This amount includes tax losses recognised against deferred tax liabilities in foreign entities of $1.458m (2010: $1.760m).

67

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3: INCOME TAX (continued)

NOTE 3: INCOME TAX (continued)
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
3,049


1,452
(1,349)
1,520
(575)
77
1,125
3,049
4,898
49
20,589
16,832
1,724
3,142
3
297
7,272
7,473
382
8
34,868
27,801
(33,743)
(24,752)
1,125
3,049
1,922
2,124
2,568
2,566
48
70
4,538
4,760
(g) Movements in the deferred tax liabilities balance
Balance at the beginning of the year
Charged to equity
(Credited)/charged to the income statement
Foreign exchange
Balance as at the end of the year
Receivables
Mineral exploration and development interests
Property, plant and equipment
Financial derivative assets
Interest bearing liabilties
Other
Set off of deferred tax liabilities pursuant to set off provisions
Net deferred tax liabilities
The deferred tax liabilities balance comprises temporary differences
attributable to:
(h) The equity balance comprises temporary differences attributable to:
Convertible notes equity reserve
Option equity reserve
Unrealised gain/(loss) reserve
Net temporary differences in equity

(i) Tax consolidation

Resolute Mining Limited and its wholly owned Australian controlled entities implemented the tax consolidation legislation on 1 July 2002. On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement, which limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Resolute Mining Limited.

68

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3: INCOME TAX (continued)

The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Resolute Mining Limited for any current tax payable assumed and are compensated by Resolute Mining Limited for any current tax receivable. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ financial statements. The head entity and controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Group has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group.

The amount receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The tax funding agreement requires payments to/from the head entity to be recognised via an inter‐entity receivable/payable which is at call.

NOTE 4: DIVIDENDS PAID OR PROVIDED FOR

As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
There were no dividends paid or provided for during the year.
Franking Credits
The amount of franking credits available for subsequent financial years
is as follows. The amount has been determined using a tax rate of 30%.
7,417
7,417
NOTE 5: CASH 11,213
18,259
11,213
18,259
(7,542)
(6,359)
3,671
11,900
Cash at bank and on hand
Reconciliation to cash flow statement
For the purpose of the cash flow statement, cash and cash equivalents comprise
the following at 30 June:
Cash at bank and on hand
Bank overdraft (Note 17)

Cash at bank earns interest at floating rates based on bank deposit rates.

Short‐term deposits are made for varying periods depending on the immediate cash requirements of the Group, and earn interest at the respective short term deposit rates.

The fair value of cash and cash equivalents is equal to their book value.

69

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6: RECEIVABLES

NOTE 6: RECEIVABLES
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Current
Sundry debtors (a)
Allowance for impairment loss
4,940
8,390
(907)
(1,857)
4,033
6,533
Non Current
Sundry debtors
Allowance for impairment loss
7,500
7,070
(3,731)
(2,987)
3,769
4,083
a) Current sundry debtors are non interest bearing and are generally
on 30‐60 day terms. A provision for doubtful debt is recognised
when there is objective evidence that the Group may not be able
to collect all amounts due according to original terms of the
transaction.
Receivables past due but not considered impaired are $3.245m
(2010: $3.761m). Payment terms on these amounts have not
been re‐negotiated, however the Group maintains direct contact
with the relevant debtor and is satisfied that payment will be
received in full.

Movements in the allowance for impairment losses were as follows:

At start of year
Charge for the year
Amount reversed
Foreign exchange translation
At end of year
(4,844)
(3,339)
(1,355)
(918)
890

671
(587)
(4,638)
(4,844)

70

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 6: RECEIVABLES (continued)

NOTE 6: RECEIVABLES (continued)
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
As at 30 June 2011, the aging analysis of current and non current sundry
debtors is as follows:
4,165
3,511
392
3,344
130
3,241
3,115
520
4,638
4,844
12,440
15,460
0‐30 days
31‐60 days
61‐90 days (Past due but not impaired)
+91 days (Past due but not impaired)
+91 days (Considered impaired)
Total
NOTE 7: INVENTORIES
Gold in circuit
‐At cost
‐At net realisable value
Total gold in circuit
Consumables at cost
Ore stockpiles
‐At cost
‐At net realisable value
Total ore stockpiles
10,530
10,899
19,670
14,672
30,200
25,571
44,186
42,112
14,914
14,477
7,164
3,594
22,078
18,071
96,464
85,754

Inventory recognised as an expense for the year ended 30 June 2011 totalled $94.041m (2010: $65.383m) for the Group. Inventory costs relating to the Syama redevelopment and pre‐production costs up until 31 December 2009 were capitalised into pre‐production costs.

NOTE 8: AVAILABLE FOR SALE FINANCIAL ASSETS

Shares at fair value ‐ listed 692 818

Available for sale financial assets consist of investments in ordinary shares, and therefore have no maturity date or coupon rate. Refer to Note 36(f) for information on the determination of fair value.

71

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 9: FINANCIAL DERIVATIVE ASSETS

NOTE 9: FINANCIAL DERIVATIVE ASSETS
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Current 11
89

901
3,270
3,866
Gold put options (Note 36)
Non Current
Gold put options (Note 36)
NOTE 10: OTHER ASSETS
Current
Prepayments

NOTE 11: EXPLORATION AND EVALUATION EXPENDITURE ‐ AT COST

The consolidated entity has the following gold mineral exploration and evaluation expenditure carried forward in respect of areas of interest:

NOTE 11: EXPLORATION AND EVALUATION EXPENDITURE ‐ AT COST
The consolidated entity has the following gold mineral exploration and
evaluation expenditure carried forward in respect of areas of interest:
Areas in exploration and evaluation (at cost)
Balance at the beginning of the year 10,970
8,928
‐ Expenditure during the year
‐ Transfers from areas in production or development
‐ Other transfers
‐ Impaired during the year
‐ Foreign currency translation
‐ Disposals during the year

1,448

656

353
(362)

(1,563)
(406)

(9)
Balance at the end of the year 9,045
10,970

Ultimate recoupment of costs carried forward, in respect of areas of interest in the exploration and evaluation phase, is dependent upon the successful development and commercial exploitation, or alternatively the sale of the respective areas at an amount at least equivalent to the carrying value. For areas which do not meet the criteria of the accounting policy per Note 1(p), those amounts are charged to the consolidated statement of comprehensive income.

72

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 12: DEVELOPMENT EXPENDITURE

NOTE 12: DEVELOPMENT EXPENDITURE
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Areas in development (at cost)
Balance at the beginning of the year
‐ Additions
‐ Syama gold mine preproduction gold sales
‐ Transfers to property, plant & equipment
‐ Transfers to areas in exploration and evaluation
‐ Transfers to areas in production
‐ Transfers to inventories
‐ Foreign currency translation
Balance at the end of the year
Areas in production (at cost)
Balance at the beginning of the year
‐ Additions
‐ Transfers from areas in development
‐ Transfers (to)/from inventory
‐ Transfers from areas in exploration and evaluation
‐ Amount amortised during the year (including finance costs)
‐ Foreign currency translation
‐ Adjustments to rehabilitation obligations
Balance at the end of the year

341,788

71,535

(38,253)

(143,489)

(707)

(206,004)

(1,636)

(23,234)


231,030
57,628
9,443
11,354

206,004
(58)
5,451

51
(24,622)
(15,917)
(11,142)
(38,362)
14,678
4,821
219,329
231,030
219,329
231,030
Total development expenditure 219,329
231,030

73

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 13: PROPERTY, PLANT & EQUIPMENT

Consolidated
30 June 2011
At 1 July 2010 net of accumulated depreciation
Additions
Depreciation expense
Foreign exchange translation
Buildings
Plant &
Equipment
Motor Vehicles
Office
Equipment
Plant and
Equipment
under Lease
Total
$'000
$'000
$'000
$'000
$'000
$'000
6,669
204,023
3,158
3,368
4,056
221,274
196
12,701
526
212
6,851
20,486
(1,247)
(32,903)
(1,060)
(1,158)
(2,561)
(38,929)
(412)
(11,163)
(191)
(187)

(11,953)
Buildings
Plant &
Equipment
Motor Vehicles
Office
Equipment
Plant and
Equipment
under Lease
Total
$'000
$'000
$'000
$'000
$'000
$'000
6,669
204,023
3,158
3,368
4,056
221,274
196
12,701
526
212
6,851
20,486
(1,247)
(32,903)
(1,060)
(1,158)
(2,561)
(38,929)
(412)
(11,163)
(191)
(187)

(11,953)
At 30 June 2011 net of accumulated depreciation 5,206
172,658
2,433
2,235
8,346
190,878
Summary
Cost
Accumulated depreciation
10,404
281,323
5,223
(5,198)
(108,665)
(2,790)
4,839
19,368
321,157
(2,604)
(11,022)
(130,279)
Net carrying amount 5,206
172,658
2,433
2,235
8,346
190,878
30 June 2010
At 1 July 2009 net of accumulated depreciation
Additions
Transfers from areas in development
Disposals
Depreciation expense
Foreign exchange translation
2,871
86,963
2,165
607
10,353
485
4,083
137,265
1,400

(15)
(7)
(872)
(23,086)
(610)
(20)
(7,457)
(275)
1,204
6,932
100,135
2,003
21
13,469
741

143,489
(13)

(35)
(480)
(2,897)
(27,945)
(87)

(7,839)
At 30 June 2010 net of accumulated depreciation 6,669
204,023
3,158
3,368
4,056
221,274
Summary
Cost
Accumulated depreciation
11,318
290,201
5,719
(4,649)
(86,178)
(2,561)
5,012
12,517
324,767
(1,644)
(8,461)
(103,493)
Net carrying amount 6,669
204,023
3,158
3,368
4,056
221,274
NOTE 14: DEFERRED MINING COSTS As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
20,585
13,504
Deferred mining costs

These costs represent prepaid mining expenses deferred in accordance with the accounting policy referred in Note 1(o).

74

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 15: INVESTMENT IN ASSOCIATE

NOTE 15: INVESTMENT IN ASSOCIATE
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(a) Investment details
Listed
Viking Ashanti Limited
5,092
5,892

The Group holds 23 million shares in Viking Ashanti Limited which represents 33.25% of their ordinary shares on issue.

(b) Movements in the carrying amount of the Group's investment in associate

Viking Ashanti Limited
At 1 July
Purchase of investment
Share of loss after income tax
At 30 June
5,892


6,150
(800)
(258)
5,092
5,892

(c) Fair value of investment in listed associate

At 30 June, the market value of the Group's investment in Viking Ashanti Limited was $3.220m (2010: $5.290m).

(d) Summarised financial information

The following table illustrates summarised financial information relating to the Group's associate:

Extract from the associate's statement of financial position

Current assets
Non‐current assets
Total assets
Current liabilities
Non‐current liabilities
Total liabilities
Net assets
Share of associates' net assets
Extract from the associate's statement of comprehensive income:
Revenue
Total comprehensive loss
4,230
7,856
6,435
6,374
10,665
14,230
456
477

456
477
10,121
13,753
3,365
4,573


(3,632)
(1,030)

75

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 16: PAYABLES

NOTE 16: PAYABLES
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Current 47,433
47,652
Trade creditors and accruals (a)
  • a) Payables are non interest bearing and generally settled on 30‐90 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

NOTE 17: INTEREST BEARING LIABILITIES

NOTE 17: INTEREST BEARING LIABILITIES
Current
Lease liabilities (a)
Borrowings (b)
Bank overdraft (d)
3,353
1,865
12,644
21,221
7,542
6,359
23,539
29,445
Non Current
Lease liabilities (a)
Borrowings (b)
Convertible notes (c)
4,189
1,851
11,223
26,213
62,929
65,236
78,341
93,300
  • a) Carpentaria Gold Pty Ltd (“CGPL”), a wholly owned subsidiary of RML, has entered into hire purchase agreements with Esanda Finance Corporation Limited, Caterpillar Financial Australia Limited, Atlas Copco Customer Finance Pty Ltd and the Commonwealth Bank of Australia for the purchase of mining equipment which is being used at Mt Wright, Ravenswood. Monthly instalments are required under the terms of the contracts which expire between July 2011 and March 2014. RML has provided an unsecured parent entity guarantee to these financiers in relation to some of these finance facilities.

  • b) The US$32.425m (or $30.250m in AUD equivalent terms) senior debt facility provided by Barclays Bank Plc and Investec Bank (Australia) Limited, the $18.910m of derivative facilities provided by Barclays Bank Plc and Investec Bank (Australia) Limited, a $5.000m environmental bond facility and a US$4.644m (or $4.333m in AUD equivalent terms) deferred premium loan facility provided by Barclays Bank Plc are secured by the following:

76

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 17: INTEREST BEARING LIABILITIES (CONTINUED)

  • (i) Cross Guarantee and Indemnity given by RML, Carpentaria Gold Pty Ltd, Resolute (Tanzania) Limited, Mabangu Mining Limited, Resolute Pty Ltd, Resolute (Treasury) Pty Ltd and Resolute (Somisy) Limited;

  • (ii) fixed and floating charge over all the current and future assets of Resolute (Tanzania) Limited including onshore and offshore bank accounts and shares of Mabangu Mining Ltd;

  • (iii) fixed and floating charge over all the current and future assets of Mabangu Mining Limited including onshore and offshore bank accounts;

  • (iv) mortgage over mining lease ML 19/97 of the Resolute (Tanzania) Limited group of companies;

  • (v) mortgage over prospecting licences PL 1461/2000, PL 1462/2000, PL 1732/2001, PL 347/95, PL 1833/2001, PL 1890/2002, PL 1891/2002 and PL 1892/2002 of Resolute (Tanzania) Limited;

  • (vi) share Mortgage by Resolute Pty Ltd over all of its shares in Resolute (Tanzania) Limited and including an assignment of Tanzanian general and political risks insurance policies with the Security Trustee being named as the loss payee;

  • (vii) share Mortgage by the Borrower over all of its shares in Carpentaria Gold Pty Ltd;

  • (viii) share Mortgage by the Borrower over all of its shares in Resolute (Somisy) Limited and including an assignment of rights under Malian general and political risks insurance policies with the Security Trustee being named as the loss payee;

  • (ix) fixed and floating charge over all the current and future assets of Resolute (Treasury) Pty Ltd including bank accounts and an assignment of all Hedging Contracts;

  • (x) fixed and floating charges over all the current and future assets of Carpentaria Gold Pty Ltd including bank accounts and an assignment of all Hedging Contracts;

  • (xi) mortgage over key Carpentaria Gold Pty Ltd mining tenements, and

  • (xii) caveat over Carpentaria Gold Pty Ltd’s Exploration permits for Minerals 14778, 15098, 15099, 16203, 16204 and 16847; and

  • (xiii) mortgage over the $436.601m (2010: $410.499m) loan receivable from Societe des Mines de Syama SA.

The US$32.425m senior debt facility is a revolving corporate loan that is currently drawn to US$22.425m (or A$20.923m). The amortisation profile of this revolving facility was amended in June 2011 to provide RML with more financial flexibility going forward. The revised amortisation schedule is now as follows:

RML with more financial flexibility going forward. The revised amorti
Date Facility Limit
30 June 2011 US$32.425m
31 December 2011 US$25.000m
30 June 2012 US$12.500m
10 December 2012 Nil

The term of the derivative facilities extends to 30 September 2011 and the deferred premium loan facility extends to 30 June 2012. The environmental bond facility expires on 31 December 2012.

The total assets of the entities over which security exists amounts to A$696.798m, of these assets $55.059m relates to property plant and equipment.

77

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 17: INTEREST BEARING LIABILITIES (continued)

The following debt ratios are required to be maintained:

  • (i) A debt service cover ratio of not less than 1.35:1;

  • (ii) a loan life cover ratio of not less than 1.65:1; and,

  • (iii) a reserve tail ratio of not less than 30%.

There have been no breaches of the above ratios.

Refer to Note 36(b) for details of average interest rates.

  • c) The Group has 136,862,475 convertible notes on issue at a price of $0.50 each. Subscribers also received one free option for every 3 convertible notes taken up under this offer. The average effective interest rate on these convertible notes for accounting purposes is 17.48%. A portion of the funds raised pursuant to the issue have been recognised in the Convertible Notes Equity Reserves.

The notes are unsecured and subordinated to the senior credit facilities, have a coupon rate of 12% on the $0.50 face value and are convertible into ordinary shares, one for one, at the option of the holder up until 31 December 2012 or repayable by the Company on 31 December 2012. The Company has the right to redeem the notes from 31 December 2011 by paying $0.50 per note to the note holders, and in this event, the note holder has the right to convert their notes into ordinary shares on a one for one basis prior to them being redeemed. Full terms and conditions of the convertible notes can be found in the Convertible Note Trust Deed.

During the year ended 30 June 2011, 14,289,793 convertible notes were converted into ordinary shares.

  • d) This facility is in place indefinitely, is subject to an annual revision in approximately September 2011, and has an interest rate of 8% per annum on the basis of usage. The maximum limit of this facility is $10.387m (AUD equivalent), and as at balance date $2.845m (AUD equivalent) of the facility was unused.

NOTE 18: FINANCIAL LIABILITIES

NOTE 18: FINANCIAL LIABILITIES
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Current 18,910


92,075
18,910
92,075
Financial liabilities (a)
Gold forwards (Note 36)

78

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 18: FINANCIAL LIABILITIES (continued)

  • a) In October 2010, the Group completed the close out of its hedge book. Funding for gold purchases to achieve this comprised approximately A$30.368m from an equity raising in October and A$47.991m of credit from the hedging counterparties, Barclays and Investec. The credit was scheduled to be repaid in monthly instalments between February and September 2011. The remaining balance owing as at 30 June 2011 is A$18.910m and is scheduled to be fully repaid by September 2011. The financing arrangement to fund the gold purchases has the same securities in place as the other financing facilities listed at Note 17(b).
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Non current
21,026
5,341
5,319
6,197
4,724
68
69
2,849
821
14,455
10,933
37,236
28,103
764
521
38,000
28,624
Gold forwards (Note 36)
NOTE 19: PROVISIONS
Current
Site restoration (a)
Employee entitlements
Dividend payable
Other provisions
Non Current
Site restoration (a)
Employee entitlements

79

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 19: PROVISIONS (continued)

NOTE 19: PROVISIONS (continued)
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(a) Site restoration
Balance at the beginning of the year
Restoration borrowing cost unwound
Change in scope of restoration provision
Utilised during the year
Foreign exchange translation
Balance at the end of the year
Reconciled as:
Current provision
Non‐current provision
Total provision
33,422
31,669
985
519
13,587
4,081
(2,980)
(985)
(2,437)
(1,862)
42,577
33,422
5,341
5,319
37,236
28,103
42,577
33,422

The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. Typically the obligation arises when the asset is installed at the production location. When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related mining assets. Over time, the liability is increased for the change in present value based on the discount rates that reflect the current market assessments and the risks specific to the liability. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation liability when incurred.

NOTE 20: OTHER LIABILITIES

Financial guarantees (a) ‐ 37

a) RML agreed to provide financial support to the Syama mining contractor (PW Mining International Ltd S.A.R.L) by guaranteeing the repayment to its financier of outstanding amounts borrowed. The amount outstanding at 30 June 2011 by PW Mining International Ltd S.A.R.L to its financier is $nil (2010: US$3.100m). The amount shown is the recognition of the financial guarantee at fair value. The fair value has been calculated by assessing the probability of this guarantee being called by the financier.

80

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21: CONTRIBUTED EQUITY

NOTE 21: CONTRIBUTED EQUITY
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(a) Contributed equity 287,125
237,083
237,083
209,680
6,833

151

25,015

62

71

4,446

13,464


269

17,862

66

4,540

116

4,550
287,125
237,083
Ordinary share capital:
467,638,948 ordinary fully paid shares (2010: 392,586,434)
(b) Movements in contributed equity, net of issuing costs
Balance at the beginning of the year
Conversion of 14,289,793 convertible notes to shares at $0.50 per share
Exercise of 359,001 unlisted options at $0.42 per share
Exercise of 44,917,993 listed options at $0.60 per share
Exercise of 55,000 unlisted options at $1.12 per share
Exercise of 65,000 unlisted options at $1.09 per share
Issue of 3,603,264 shares to Convertible Note holders in lieu of interest payable at $1.24 per share
Placement of 11,762,463 shares at $1.24 per share
Conversion of 583,558 convertible notes to shares at $0.50 per share
269
Placement of 30,000,000 shares to M&G Investments at $0.63 per share
Exercise of 109,640 listed options at $0.60 per share
Issue of 4,818,911 shares to Convertible Note holders in lieu of interest payable at $0.94 per share
Exercise of 286,998 unlisted options at $0.42 per share
Issue of 4,474,355 shares to Convertible Note holders in lieu of interest payable at $1.02 per share
Balance at the end of the year

Effective 1 July 1998, the Corporations legislation abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued capital.

(c) Terms and conditions of contributed equity

Ordinary shares have the right to receive dividends as declared and in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

(d) Employee share options

Refer to Note 31 for details of the Employee Share Option Plan. Each option entitles the holder to purchase one share. The names of all persons who currently hold employee share options, granted at any time, are entered into the register kept by the Company, pursuant to Section 215 of the Corporations Act 2001 . Persons entitled to exercise these options have no right, by virtue of the options, to participate in any share issue by the parent entity or any other body corporate.

81

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 21: CONTRIBUTED EQUITY (continued)

(e) Capital management

The Group’s and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure that is appropriate for the Group’s current and/or projected financial position.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders (if any), return capital to shareholders, issue new shares, borrow from financiers or sell assets to reduce debt.

The Group monitors the adequacy of capital by analysing cash flow forecasts over the term of the Life of Mine for each of its projects. To a lesser extent, gearing ratios are also used to monitor capital. Appropriate capital levels are maintained to ensure that all approved expenditure programs are adequately funded. This funding is derived from an appropriate combination of debt and equity.

The gearing ratio is calculated as net debt divided by total capital. Net debt is defined as interest bearing liabilities less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the Consolidated statement of financial position (including non‐controlling interest) plus net debt.

Consolidated Consolidated
2011 2010
Gearing ratio 25% 37%

The Group is not subject to any externally imposed capital requirements.

82

RESOLUTE MINING LIMITED FINANCIAL REPORT

For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 22: RESERVES

(a) Movements in reserves

Consolidated Foreign
currency
translation
reserve
Hedge reserve
forwards
gain/(loss)
Net unrealised
gain/(loss)
reserve
Employee
equity benefits
reserve
Convertible
notes equity
reserve
Share options
equity reserve
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
As at 1 July 2009 633
5,343
364
1,499
3,492
4,064
15,395
Currency translation differences (348)





(348)
Hedge reserve forwards, net of tax
Unrealised gain/(loss) reserve, net of tax
Share based payments to employees
Value of conversion rights on convertible notes (including transaction
costs, net of tax (i))
Value of options issued to convertible note and share holders, net of
tax
As at 30 June 2010
Currency translation differences
Unrealised gain/(loss) reserve, net of tax
Share based payments to employees
Conversion of convertible notes (including transaction costs, net of tax)
As at 30 June 2011

(5,343)




(5,343)


(200)



(200)



522


522




10,741

10,741





1,923
1,923
285

164
2,021
14,233
5,987
22,690
(23,826)





(23,826)


(52)



(52)



1,215


1,215




(469)

(469)
(23,541)

112
3,236
13,764
5,987
(442)

83

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 22: RESERVES (continued)

  • (i) Gross transaction costs of $0.126m were allocated to the equity component of the convertible notes in the year ended 30 June 2010.

  • (b) Nature and purpose of reserves

  • (i) Foreign currency translation reserve

  • Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, refer Note 1(d)(ii).

(ii) Hedge reserve forwards gain/(loss)

  • The hedging reserves are used to record gains or losses on an effective hedging instrument, refer Note 1(n). Ineffective amounts are recognised in the consolidated statement of comprehensive income.

  • (iii) Net unrealised gain/(loss) reserve

This reserve records fair value changes on available for sale investments, refer Note 1(l)(iv).

  • (iv) Share based payment reserve

  • The share based payments reserve is used to recognise the fair value of options granted over the vesting period of the option, refer Note 1(y)(iv).

  • (v) Convertible notes equity reserve

  • This reserve records the value of the equity portion (conversion rights) of the convertible notes.

  • (vi) Share options equity reserve

The equity reserve records transactions between owners as owners.

NOTE 23: RETAINED EARNINGS

NOTE 23: RETAINED EARNINGS
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Retained profits at the beginning of the year
Net profit/(loss) attributable to members of the parent
Retained profits at the end of the financial year
41,058
78,231
59,700
(37,173)
100,758
41,058

NOTE 24: EXPLORATION AND DEVELOPMENT COMMITMENTS

Exploration commitments:

Due to the nature of the consolidated entity's operations in exploring and evaluating areas of interest, it is very difficult to accurately forecast the nature or amount of future expenditure, although it will be necessary to incur expenditure in order to retain present interests in mineral tenements. Expenditure commitments on mineral tenure for the parent entity and consolidated entity can be reduced by selective relinquishment of exploration tenure or by the renegotiation of expenditure commitments. The approximate level of exploration expenditure

84

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 24: EXPLORATION AND DEVELOPMENT COMMITMENTS (continued)

expected in the year ending 30 June 2012 for the consolidated entity is approximately $20.294m (2011: $8.649m). This includes the minimum amounts required to retain tenure. There are no material exploration commitments further out than one year.

NOTE 25: LEASE COMMITMENTS

NOTE 25: LEASE COMMITMENTS
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
a) Finance lease
Lease expenditure contracted and provided for:
Due within one year
Due between one and five years
Total minimum lease payments
Less finance charges
Present value of minimum lease payments
Reconciled to:
Current liability
Non current liability
3,829
2,119
4,513
1,937
8,342
4,056
(800)
(340)
7,542
3,716
3,353
1,865
4,189
1,851
7,542
3,716

b) Operating lease (non‐cancellable)

Due within one year
Due between one and five years
Aggregate lease expenditure contracted for at balance date but not provided for
787
773
2,040
2,827
2,827
3,600

The operating lease expenditure relates to the rental of office

premises and is fixed.

c) Other expenditure commitments

Due within one year (a)
Due between one and five years
Aggregate expenditure contracted for at balance date but not provided for
1,116


1,116
  • a) Other expenditure commitments represent the expected minimum expenditure required under the electricity supply agreement between Carpentaria Gold Pty Ltd and AGL Energy Limited up until 31 December 2011.

85

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 26: RELATED PARTY TRANSACTIONS

  • (i) Refer to Note 34 for directors’ indirect and direct interests in securities.

  • (ii) RML is the ultimate Australian holding company and there is no controlling entity of RML at 30 June 2011.

  • (iii) The directors received the following shares in lieu of interest payable on convertible notes held by them:

Directors Fully paid
ordinary
shares
P. Huston
P. Sullivan 4,838
T. Ford 4,838
H. Price 2,419

NOTE 27: INTERESTS IN JOINT VENTURES

The consolidated entity has an interest in the following material joint ventures, whose principal activities are to explore for gold. The Group's interests in the assets employed in the joint venture are included in the consolidated statement of financial position, in accordance with the accounting policy as described in Note 1(b)(ii).

There are no commitments relating to the joint ventures (2010: nil).

Jointly controlled assets

Entity Holding Interest
Mabangu Mining Limited
Mabangu Mining Limited
Mabangu Mining Limited
Resolute Pty Ltd
Carpentaria Gold Pty Ltd
Resolute (Tanzania) Limited
Other Participant/Joint Venture
2011
%
Sub Sahara/Nyakafuru JV
49%
Yellowstone/Mega JV
49%
Yellowstone/Kanegele JV
65%
Etruscan/Finkolo JV
60%
Denjim/Welcome Breccia JV
87%
Sub Sahara/Kahama JV
49%
2010
%
51%
Elected to earn additional 19%
nil
nil
60%
80%
49%
Percentage of Interest Held

86

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 28: NOTES TO THE CASH FLOW STATEMENTS

NOTE 28: NOTES TO THE CASH FLOW STATEMENTS
For the year
For the year
ended
ended
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
(a) Reconciliation of net profit/(loss) from continuing
operations after income tax to the net cash flows:
42,930
(56,571)
1,215
522

(7,208)
(139)
(1,934)

28
985
519
(1,073)
(726)
62,641
43,412
(34,742)

2,865
72,520
1,361

362


(536)
14,331
7,625
(104)
52
(1,989)
(10,068)
(19,840)
(10,489)
979
(4,082)
596
3,800
(9,117)
3,684
(3,336)
(14,775)
(729)
1,294
(1,924)
2,124
3,368
2,600
58,640
31,791
Net profit/(loss) from ordinary activities after income tax
Add/(deduct):
Share based payments expense
Profit on sale of subsidiaries
Profit on sale of property, plant and equipment
Loss on sale of available for sale financial assets
Rehabilitation provision discount adjustment
Rehabilitation provision adjustment to non operating mine sites
Depreciation and amortisation
Movement on gold forward contracts closed out
Foreign exchange loss
Impairment of accounts receivable
Business development write off
Capitalised finance costs
Non cash finance costs
Other
Changes in operating assets and liabilities:
Increase in receivables
Increase in inventories
Decrease/(increase) in financial derivatives
Decrease in prepayments
(Increase)/decrease in deferred mining costs
Decrease in payables
(Decrease)/increase in provision for taxation
(Decrease)/increase in deferred tax balances
Increase in provisions
Net operating cash flows

87

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 28: NOTES TO THE CASH FLOW STATEMENTS (continued)

  • (b) Finance Leases

Refer to Note 17(a) for additions to finance leases and for terms and conditions.

  • (c) Non cash operating, financing and investing activities

2011

The consolidated entity issued 3,603,264 shares at an issue price of $1.24 each to raise proceeds of $4.469m which was simultaneously paid to convertible note holders in lieu of interest owing.

2010

The consolidated entity repaid the Utilico debt facility, interest and fees (totalling $10.400m) by issuing 14,201,475 convertible notes at an issue price of 70 cents each and 4,733,825 listed options at an issue price of 10 cents each.

The consolidated entity issued 500,000 options in lieu of fees owing with a strike price of 74 cents to Utilico Limited as facility fees. The value of the options issued was $0.114m. Refer to Option issue 2 below for the assumptions used in the valuation of options.

The consolidated entity issued 9,293,266 shares with an average issue price of $0.98 each to raise proceeds of $9.090m which was simultaneously paid to convertible note holders in lieu of interest owing.

The consolidated entity issued 3,000,000 options with a strike price of 72 cents to Barclays Bank Plc upon the restructuring of the senior debt facility. The value of the options issued was $1.086m. Refer to Option issue 1 below for the assumptions used in the valuation of options.

The consolidated entity received shares in Viking Ashanti Limited as consideration for the disposal of a number of its Ghanaian subsidiaries (refer Note 37).

Ghanaian subsidiaries (refer Note 37).
Option issue
Input 1 2
Number of Options 3,000,000 500,000
Grant date 24/10/2009 20/07/2009
Expected volatility (%) 50% 50%
Risk free rate (%) 7% 7%
Expected life of options (years) 3 3
Original option exercise price ($) 0.72 0.74
Share price at grant date ($) 0.81 0.64
Value per option at grant date ($) 0.36 0.22

88

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 29: CONTROLLED ENTITIES

The following were controlled entities during the year and have been included in the consolidated accounts. All entities in the consolidated entity carry on business in their place of incorporation.

Name of Controlled Entity and Consolidated Entity Percentage of Percentage of
Country of Incorporation Company Holding Shares Held by
the Investment Consolidated Entity
2011 2010
% %
Broken Hill Metals Pty Ltd, Aust. (a) Resolute (Treasury) Pty Ltd 100 100
Carpentaria Gold Pty Ltd, Aust. Resolute Mining Limited 100 100
Goudhurst Pty Ltd, Aust. (a) Resolute (Treasury) Pty Ltd 100 100
Mabangu Exploration Limited, Tanzania Resolute (Tanzania) Limited 100 100
Mabangu Mining Limited, Tanzania Resolute (Tanzania) Limited 100 100
Resolute (CDI Holdings) Limited, Jersey (a) Resolute Mining Limited 100 100
Resolute CI SARL, Cote d'Ivoire Resolute (CDI Holdings) Limited 100 100
Resolute (Finkolo) Limited, Jersey (a) Resolute Mining Limited 100 100
Resolute (Ghana) Limited, Ghana Resolute Mining Limited 100 100
Resolute Mali S.A.,Mali Resolute (Somisy) Limited 100 100
Resolute (Somisy) Limited, Jersey (a) Resolute Mining Limited 100 100
Resolute (Tanzania) Limited, Tanzania Resolute Pty Ltd 100 100
Resolute (Treasury) Pty Ltd, Aust. (a) Resolute Mining Limited 100 100
Resolute Pty Ltd, Aust. Resolute Mining Limited 100 100
Resolute Resources Pty Ltd, Aust. (a) Resolute Pty Ltd 100 100
Societe des Mines de Syama S.A., Mali Resolute (Somisy) Limited 80 80
Stockbridge Pty Ltd, Aust. (a),(b) Resolute (Treasury) Pty Ltd 100
Tuki Nominees Pty Ltd, Aust. (a),(b) Resolute Pty Ltd 100

(a) These entities are not required to be separately audited. An audit of the entity's results and position is performed for the purpose of inclusion in the consolidated entity's accounts.

(b) On 26 January 2011, Stockbridge Pty Ltd, Aust. and Tuki Nominees Pty Ltd, Aust. were de‐registered.

89

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 30: AUDITOR REMUNERATION

NOTE 30: AUDITOR REMUNERATION NOTE 30: AUDITOR REMUNERATION
2011
2010
$
$
Consolidated
Amounts received or due and receivable by Ernst & Young Australia, from entities in
the consolidated entity or related entities:
Auditing (i)
Taxation planning advice and review
306,180
305,580
102,890
81,560
409,070
387,140
i) Included in the current year is $9,000 (2010: $11,000) pertaining
to additional work performed in relation to the audit of the prior
year.
Amounts received or due and receivable by a related overseas office of Ernst &
Young, from entities in the consolidated entity or related entities:
12,111
6,646

8,750
12,111
15,396
421,181
402,536
40,149
37,522
Auditing (Ernst & Young, Ghana and Tanzania)
Tax Advice (Ernst & Young, Ghana)
Total amounts received or due and receivable by Ernst & Young globally
Amounts received or due and receivable by non Ernst & Young firms for auditing

90

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 31: EMPLOYEE BENEFITS

a) Employee entitlements

The aggregate employee entitlement liability is comprised of:

NOTE 31: EMPLOYEE BENEFITS
a) Employee entitlements
The aggregate employee entitlement liability is comprised of:
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
Consolidated
Provisions (current) (Note 19)
Provisions (non current) (Note 19)
6,197
4,724
764
521
6,961
5,245

b) Employee share option plan

An employee share option plan has been established where executives and members of staff of the consolidated entity are issued with options over the ordinary shares of RML. The options, issued for nil consideration, are issued in accordance with the terms and conditions of the shareholder approved RML Employee Share Option Plan and performance guidelines established by the directors of RML.

The options do not provide any dividend or voting rights. The options are not quoted on the ASX.

During the year the remaining balance of 55,000 options (Options C) were exercised. These options were issued on 24 March 2006 with an exercise price of $1.28 and an expiry date of 23 March 2011. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. Pursuant to the rights issues in the year ended 30 June 2008 and 30 June 2009, the strike price reduced by 16 cents, to $1.12 per option in accordance with the RML Share Option Plan.

Outstanding at balance date are 125,000 options (Options D) which are comprised of the opening balance of 255,000 less 130,000 options which lapsed during the year. These options were issued on 25 October 2006 with an exercise price of $1.48 and an expiry date of 24 October 2011. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. Pursuant to the rights issues in the years ended 30 June 2008 and 30 June 2009, the strike price reduced by 16 cents per option in accordance with the RML Share Option Plan. The strike price is now $1.32.

Also outstanding at balance date are 213,000 options (Options E). There was no change in the balance outstanding during the year. These options were issued on 25 March 2008 with an exercise price of $2.13 and an expiry date of 23 May 2013. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. Pursuant to the rights issues in the years ended 30 June 2008 and 30 June 2009, the strike price reduced by 1 cent per option in accordance with the RML Share Option Plan. The strike price is now $2.12.

Also outstanding at balance date are 51,000 options (Options F) which are comprised of the opening balance of 75,000 less 24,000 options which lapsed during the year. These options were issued on 29 August 2008 with an exercise price of $1.63. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. Pursuant to the rights issues in the year ended 30 June 2009, the strike price reduced by 1 cent per option in accordance with the RML Share Option Plan. The strike price is now $1.62.

91

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 31: EMPLOYEE BENEFITS (continued)

Also outstanding at balance date are 680,667 options (Options G) which are comprised of the opening balance of 1,173,002 less 359,001 options exercised during the year and 133,334 options which lapsed during the year. These options were issued on 31 January 2009 with an exercise price of $0.42 and an expiry date of 31 January 2014. One third of the options were able to be exercised 12 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue.

Also outstanding at balance date are 739,000 options (Options H) which are comprised of the opening balance of 1,064,000, less 65,000 options exercised during the year and 260,000 options which lapsed during the year. These options were issued on 15 February 2010 with an exercise price of $1.09 and an expiry date of 14 February 2015. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue.

Options I were granted under the employee share option plan on 30 June 2010 and subsequently issued on 16 July 2010. These options were comprised of 179,000 options with an exercise price of $1.21 and an expiry date of 15 July 2015. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. The balance of these options is 99,000 options, being 179,000 options less 80,000 options which lapsed during the year.

Options J were granted under the employee share option plan on 27 October 2010 and subsequently issued on 16 November 2010. These options were comprised of 135,000 options with an exercise price of $1.43 and an expiry date of 15 November 2015. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. The balance of these options is 135,000 at balance date.

Options K were granted under the employee share option plan on 2 December 2010 and subsequently issued on 5 January 2011. These options were comprised of 2,000,000 options with an exercise price of $1.36 and an expiry date of 4 January 2016. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. The balance of these options is 2,000,000 at balance date.

Options L were granted under the employee share option plan on 23 December 2010 and subsequently issued on 25 January 2011. These options were comprised of 1,338,000 options with an exercise price of $1.43 and an expiry date of 24 January 2016. One third of the options were able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. The balance of these options is 1,163,000 options, being 1,338,000 options less 175,000 options which lapsed during the year.

Options M were granted under the employee share option plan on 29 June 2011 and subsequently issued on 30 June 2011. These options were comprised of 130,000 options with an exercise price of $1.18 and an expiry date of 15 July 2016. One third of the options are able to be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. The balance of these options is 130,000 at balance date.

Employees will only be able to exercise the options allocated to them if they meet certain performance criteria. Details of the employee share option plan for both the parent and the consolidated entity are as follows:

92

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 31: EMPLOYEE BENEFITS (continued)

Balance at the beginning of the year
‐ granted
‐ exercised
‐ lapsed
Number of
Weighted
Number of
Weighted
Employee Options
Average
Employee Options
Average
Exercise Price
Exercise Price
$ $ 2,835,002
0.90
2,571,000
0.74
3,782,000
1.37
1,237,000
1.09
(479,001)
0.59
(286,998)
0.42
(802,334)
1.17
(686,000)
0.85
2010
2011
Balance at end of year
a
5,335,667
1.22
2,835,002
0.90
Vested and exercisable at the end of the year 1,079,111
1.00
406,000
1.47

a) The weighted average remaining contractual life for the share options outstanding as at 30 June 2011 is 3.94 years (2010: 3.66 years).

The following tables summarises information about options exercised by employees during the year:

2011
Number of Grant Exercise Expiry Weighted Average Proceeds from Number of Shares Issue Date of the Fair Value of
Options Date Date Date Exercise Price Shares Issued Issued Shares Shares Issued
$ $ $
149,999 31 Jan 09 11 Aug 10 31 Jan 14 0.42 63,000 149,999 11 Aug 10 0.76
137,335 31 Jan 09 14 Sep 10 31 Jan 14 0.42 57,681 137,335 14 Sep 10 1.20
21,667 31 Jan 09 6 Oct 10 31 Jan 14 0.42 9,100 21,667 6 Oct 10 1.40
50,000 31 Jan 09 23 Nov 10 31 Jan 14 0.42 21,000 50,000 23 Nov 10 1.32
50,000 15 Feb 10 23 Nov 10 14 Feb 15 1.09 54,500 50,000 23 Nov 10 1.32
45,000 24 Mar 06 23 Nov 10 23 Mar 11 1.12 50,400 45,000 23 Nov 10 1.32
15,000 15 Feb 10 10 Feb 11 14 Feb 15 1.09 16,350 15,000 10 Feb 11 1.38
10,000 24 Mar 06 10 Feb 11 23 Mar 11 1.12 11,200 10,000 10 Feb 11 1.38
2010
Number of Grant Exercise Expiry Weighted Average Proceeds from Number of Shares Issue Date of the Fair Value of
Options Date Date Date Exercise Price Shares Issued Issued Shares Shares Issued
$ $ $
137,000 31 Jan 09 15 Feb 10 31 Jan 14 0.42 57,540 137,000 15 Feb 10 0.98
38,333 31 Jan 09 26 Mar 10 31 Jan 14 0.42 16,100 38,333 26 Mar 10 1.00
66,666 31 Jan 09 1 Apr 10 31 Jan 14 0.42 28,000 66,666 1 Apr 10 1.10
44,999 31 Jan 09 16 Apr 10 31 Jan 14 0.42 18,900 44,999 16 Apr 10 1.20

Fair value of the shares issued is estimated to be the market price of the shares of Resolute Mining Limited on the ASX as at close of trading on their respective issue dates.

93

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 31: EMPLOYEE BENEFITS (continued)

The following table lists the key variables used in the option valuation:

Options D
Options E
Options F
Options G Options H
Options I
Options J
Options K
Options L
Options M
Number of options at year end 125,000
213,000
51,000
680,667 739,000
99,000
135,000
2,000,000
1,163,000
130,000
Expected life of options (years)
Original option exercise price ($)
Share price at grant date ($)
Value per option at grant date ($)
Dividend yield (%)
Expected volatility (%)
Risk free interest rate (%)
0.00%
0.00%
0.00%
50%
40%
40%
5.50%
8.30%
7.00%
5
5
5
1.48
2.13
1.63
1.35
1.94
1.48
0.65
0.88
0.64
0.00%
50%
7.00%
5
0.42
0.38
0.20
0.00%
0.00%
0.00%
0.00%
0.00%
50%
64%
63%
63%
63%
7.00%
6.25%
6.25%
6.25%
6.25%
5
5
5
5
5
1.09
1.21
1.43
1.36
1.43
0.99
1.08
1.28
1.22
1.27
0.49
0.61
0.73
0.70
0.72
0.00%
63%
6.25%
5
1.18
1.13
0.66

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

The fair value of the options is measured at the grant date using the Black and Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The services received and liabilities to pay for those services are recognised over the expected vesting period.

The weighted average fair value of options granted during the year was $0.70 per option (2010: $0.42).

NOTE 32: CONTINGENT LIABILITIES & COMMITMENTS

Contingent Liabilities

(a) Native Title Claims

Native title determination applications have been lodged with the National Native Title Tribunal established under the Native Title Act 1993 over areas of interest currently leased by the consolidated entity. Some of those claims have been accepted by the Tribunal. Acceptance of an application by the Tribunal is merely a preliminary step in the procedure established by the Native Title Act to determine whether or not native title exists. The final effect of these claims is not known and the claims are not currently affecting the mining and exploration projects of the consolidated entity.

(b) Tanzanian Tax Authorities

i) General

The operations and earnings of the Group continue, from time to time, to be affected to varying degrees by fiscal, legislative, regulatory and political developments, including those relating to environmental protection, in the countries in which the Group operates.

The industry in which the Group is engaged is also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

94

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 32: CONTINGENT LIABILITIES & COMMITMENTS (continued)

ii) Corporations Tax Assessment

1) In 2005, Resolute (Tanzania) Limited (“RTL”) received an income tax assessment from the Tanzanian Revenue Authority (“TRA”). The assessment is in relation to the period 1 July 1998 to 30 June 2004 and is for an amount of US$32.400 million. The assessment follows a review of RTL’s affairs by a government appointed auditor. The review purports that RTL has not been able to substantiate the capital development costs and operating costs associated with the Golden Pride gold mine. In formulating the assessment, the TRA has decided to arbitrarily deny RTL deductions for 60% of its capital expenditure and 40% of all operating expenditure between 1 July 1998 and 30 June 2004. It has also increased assessable sales revenue by 40% over the same period, and did not recognise some of the carry forward losses for expenditures incurred prior to 30 June 1998.

The TRA assessment, in the Company’s opinion, contains fundamental and material errors, has no substance or foundation in fact, and its issue appears to be a serious breach of due process. The Company strongly disputes the validity of the assessment and believes that there is no amount of income tax owing by RTL to the TRA. RTL will vigorously defend its position. Pursuant to the Tanzanian taxation system, taxpayers have the ability to object against an income tax assessment by lodging a deposit with the tax authorities equal to one third of the assessed amount. The deposit must be made within one month of receiving an assessment. An objection to the assessment and a waiver to the requirement to lodge a deposit has been lodged by RTL with the appropriate Authority.

An additional income tax assessment was received in June 2008 for US$1.600 million. The company believes that this assessment is equally flawed.

Considerable time has since lapsed, and no response has been received on RTL's objection or waiver request, nor has any attempt been made to enforce the payment of the assessed tax.

2) As previously reported in the prior period reports, in February 2009 and again in April 2011, MML received an assessment for US$4.700m from the TRA who claim that MML has entered into a tax avoidance scheme by not following through with its initial intention of liquidating MML in 2006. The TRA claim that MML ceased the liquidation of MML to avoid paying withholding tax that they believe would have been payable if MML had been liquidated and its retained profits distributed to RTL in the form of a dividend. In MML’s opinion, the TRA assessment is fundamentally flawed and has no substance or foundation in fact. MML strongly disputes the validity of the assessment and believes there is no amount of withholding tax owing by MML to the TRA. MML has received professional advice confirming that even if MML were liquidated and its profits were distributed to RTL, no such withholding tax is payable on dividends paid by one Tanzanian entity to another. MML will vigorously defend its position and has applied for a waiver of any deposit payable to the TRA ordinarily required to defend the claim. A letter of objection was sent to the TRA in March 2009 and again in April 2011 and a request to the Commissioner General for a waiver of the one third tax deposit was submitted. A response to this request is yet to be received. In May 2011, a hearing before the Tax Revenue Appeals Board was successful in barring the TRA taking any recovery measures while the issue is before the court.

The financial effects of all of the above TRA assessments have not been recognised within the accounts.

iii) Indirect Taxes

The TRA has changed its interpretation on the tax legislation relating to the fuel levy and fuel excise and duties ("fuel taxes"). The amount paid by RTL when it purchases fuel includes this payment of fuel taxes. The fuel supplier remits the fuel tax to the TRA, and as in a similar manner as is done with a Goods and Services Tax or a Value Added Tax, RTL would then lodge a claim to claim back from the TRA the fuel taxes it has paid to the supplier.

95

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 32: CONTINGENT LIABILITIES & COMMITMENTS (continued)

Up until December 2005, the TRA refunded all of the fuel taxes paid by RTL. From January 2006 onwards, the TRA has changed its interpretation and has denied further refunding of fuel taxes if the fuel is used by a sub‐contractor.

The TRA had previously refunded 9.100b Tanzanian Shillings (“Tsh”) (or US$5.987m) of fuel taxes to RTL during the period from 1999 to 2005, but due to their new interpretation are now arguing they should not have. As a result, they demanded that the refunded amount be returned by RTL to the TRA by 3 October 2008, which did not occur.

RTL strongly disagrees with the TRA revised interpretation and it will continue to vigorously defend its position. The majority of the amounts sought by the TRA are “time barred” and can only be claimed from RTL if RTL has acted in a fraudulent manner. RTL has acted in accordance with the law. In addition, further protection is provided to RTL by its Mining Development Agreement, which limits the amount of fuel taxes to be paid by RTL.

In October 2008, RTL lodged an appeal against this demand and was ordered to pay a deposit equal to one third of the amount in dispute for the case to be heard by the Tax Revenue Appeals Board (expected to be in 2011/12). Up until 30 June 2011, RTL has paid 3.030b Tsh (or US$2.023m) as a deposit to have its appeal heard. These deposits are treated as a non‐current receivable.

(c) Tanesco Electricity Supply Contract

Tanesco (the Tanzanian national electricity provider) provides electricity to RTL pursuant to an Electricity Supply Agreement. The Agreement refers to an annual price escalation formula containing escalation factors that are open to interpretation. Pursuant to Tanesco’s interpretation of the escalation formula, 4.700b Tsh (USD$3.200m) relating to amounts in excess of the general Tanzanian public rate covering the period from 1 January 2008 to 30 June 2008 was invoiced to RTL. The rates charged by Tanesco in their invoice were significantly higher than the general Tanzanian public rate. The amount recognised by RTL reflected the amounts payable to Tanesco by RTL if it had terminated the Agreement and elected to receive and pay for electricity under the general Tanzanian public rate. Contract discussions are continuing and both parties have confirmed their commitment to find a fair and reasonable solution.

Since 1 July 2008, RTL has continued to pay (or accrue) the electricity costs at the general Tanzanian public rate, as both Tanesco and RTL have agreed that while rate negotiations are ongoing, RTL will continue to pay the general Tanzanian public rate. The difference between the billed rate and the general Tanzanian public rate for electricity used by RTL between 1 July 2008 to 30 June 2009, which has not been accrued for or paid, is approximately 3.800b Tsh (or US$2.500m), bringing the total unrecognised amount in dispute to 8.500b Tsh (US$5.700m).

(d) Syama Construction Contract

As part of the refurbishment and construction of the Syama gold mine in Mali, various contractors were engaged by Societe des Mines de Syama SA (“SOMISY”) to perform specific tasks. The installation portion of the contract for the supply and installation of structural steel, mechanical, piping and platework for the refurbishment and construction of the mine was awarded to Group Five International Limited (“Group Five”). Group Five has lodged a claim of US$5.2m against SOMISY relating to the amount it believes is owing under this installation contract. SOMISY has not provided for any of the claimed amount in its accounts. SOMISY is conducting further investigation to determine the validity of this claim, and to date, has not received evidence that confirms this amount is payable to Group Five. Based on the information provided, SOMISY denies this amount is payable to Group Five and will strongly defend its position. Pursuant to the terms of the contract, Group Five has filed a Request for Arbitration with the Secretariat of the International Court of Arbitration in Paris, France.

96

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 32: CONTINGENT LIABILITIES & COMMITMENTS (continued)

(e) INPS claim

The Institut National de Prevoyance Sociale (INPS) in Mali has issued SOMISY with a CFA3.895b ($8.067m) assessment in relation to INPS allegedly owing on salaries paid by SOMISY to its expatriate employees between January 2005 and July 2010. Malian legislation requires the remittance of 24% of an employee’s gross salary to the government’s INPS department and is a form of social tax. In accordance with the Establishment Convention between the State of Mali and SOMISY, SOMISY is exempted from paying INPS on expatriate employees during the Syama mine Development Period. The Development Period is defined as being the period up to first commercial production (which is yet to occur). First commercial production is defined in the Establishment Convention as the date on which the Syama mine reaches 60 uninterrupted days of production at 90% of its design capacity of production as established in the submitted feasibility study. Syama is yet to achieve these production levels to date and consequently has not reached and declared first commercial production. As a result, the INPS assessment, which infers a first production date of January 2005, which is before the Syama redevelopment had even commenced, is considered to be fundamentally flawed and is being strongly disputed by SOMISY. The dispute was heard by the Malian Labour Tribunal in August 2011, which ruled that SOMISY owes CFA3.895b ($8.067m) to INPS. SOMISY is awaiting formal notification of this decision together with the Tribunal’s rationale for this decision. When formal notification is received, an appeal will be immediately lodged. SOMISY has not provided for this assessment as a liability, as it is confident that it will win its appeal against the Labour Tribunal’s decision when the matter is elevated for consideration at a higher level within the judicial system.

Commitments

(a) Randgold/Syama Royalty

Pursuant to the terms of the Syama Sale and Purchase agreement, Randgold Resources Limited will receive a royalty on Syama production, where the gold price exceeds US$350 per ounce, of US$10 per ounce on the first million ounces of gold production attributable to Resolute Mining Limited (“RML”) and US$5 per ounce on the next three million attributable ounces of gold production.

(b) Nyakafuru Royalty

Resolute will be required to pay a royalty of US$10 per ounce for each additional resource ounce, attributable to the former Iamgold 34% interest that is proven up on the project, up to a total cap of US$3.75m.

97

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 33: EARNINGS PER SHARE (EPS)

Basic earnings per share
Profit/(loss) used in calculation of basic earnings per share ($'000)
Weighted average number of ordinary shares outstanding during the
period used in the calculation of basic EPS
Basic EPS (cents per share)
Diluted earnings per share
Profit/(loss) used in calculation of basic earnings per share ($'000)
Tax effected interest on convertible notes ($'000)
Net profit/(loss) attributable to ordinary equity holders of the parent adjusted
for the effect of convertible notes ($'000)
Weighted average number of ordinary shares outstanding during the
period used in the calculation of basic EPS
Weighted average number of notional shares used in determining diluted EPS
Weighted average number of ordinary shares outstanding during the
period used in the calculation of diluted EPS
Number of potential ordinary shares that are not dilutive and hence
not included in calculation of diluted EPS
Diluted EPS (cents per share)
2011
2010
59,700
(37,173)
444,809,350
375,297,701
13.42
(9.90)
59,700
(37,173)
8,305
6,363
Consolidated
68,005
(30,810)
444,809,350
375,297,701
175,133,158
n/a*
619,942,508
375,297,701
1,873,000
200,669,184
10.97
(9.90)

*Dilutive instruments have not been included in the calculation of diluted earnings per share for 2010 because the result for the year was a loss.

Between the reporting date and the date of completion of these financial statements there have been the following transactions involving ordinary shares or potential ordinary shares:

  • a) 246,334 unlisted and 723,492 listed options over Resolute Mining Limited Ordinary Shares were issued at an average exercise price of $0.65 per option.

Information on the classification of securities

i) Options

  • Options granted to employees (including KMP) as described in Note 31 are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent they are dilutive. These options have not been included in the determination of basic earnings per share.

  • ii) Convertible notes

Convertible notes are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share. The convertible notes have not been included in the determination of basic earnings per share.

98

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34: KEY MANAGEMENT PERSONNEL

(a) Key management personnel

(i) Directors

P. Huston Non‐Executive Chairman P. Sullivan Director and Chief Executive Officer T. Ford Non‐Executive Director H. Price Non‐Executive Director

(ii) Executives

G. Fitzgerald General Manager ‐ Finance & Administration and Company Secretary P. Venn General Manager ‐ Business Development P. Beilby General Manager ‐ Operations (Appointed 20 September 2010) A. King General Manager ‐ Operations (Contract terminated 30 July 2010)

(b) Compensation of key management personnel

Details of remuneration provided to key management personnel are as follows:

Short‐term employee benefits
Post‐employment benefits
Share‐based payments
2011
2010
$
$
1,905,828
2,032,378
264,157
199,175
860,341
119,004
Consolidated
3,030,326
2,350,557

99

RESOLUTE MINING LIMITED FINANCIAL REPORT

For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34: KEY MANAGEMENT PERSONNEL (continued)

(a) Details of option holdings of key management personnel are as follows

2011 Options type Balance at the Granted during Grant date Fair value of Total fair value Total fair value First exercise Expiry & last Exercise price of Exercised during Lapsed Acquired Balance at Granted & Vested and exercisable at Vested and exercisable at Value of
start of the the year as options at grant of options at date of options exercise date of options granted the year during the during the the end of vested during the end of the year options
year compensation date grant date granted during options granted during the year year year the year the year exercised
(i) the year during the year during the
year
$ $ $ No. No. % $
Directors
P. Huston Listed 26,761 26,761 26,761 100.00
P. Sullivan Unlisted
2,000,000
2 Dec 2010 0.70 1,390,904 5 Jul 2011 4 Jan 2016 1.36 2,000,000
P. Sullivan Listed 133,333 133,333 133,333 100.00
T. Ford Listed 133,333 133,333 133,333 100.00
H. Price Listed 67,554 67,554 67,554 100.00
Officers
G. Fitzgerald Unlisted 315,000 100,000 23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 415,000 205,000 49.40
P. Beilby Unlisted
90,000
27 Oct 2010
0.73
65,546 16 May 2011 15 Nov 2015 1.43 90,000 30,000 30,000 33.33
P. Beilby Unlisted
100,000
23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 100,000
P. Venn Unlisted 315,000 100,000 23 Dec 2010 0.72 71,980 25 Jul 2011 24 Jan 2016 1.43 415,000 205,000 49.40
P. Venn Listed 5,000 5,000 5,000 100.00
A. King (ii),(iii) Unlisted 190,000 (50,000) (140,000)
16,500

100

RESOLUTE MINING LIMITED FINANCIAL REPORT

For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34: KEY MANAGEMENT PERSONNEL (continued)

2010 Options type Balance at the Options type Balance at the Granted during Grant date Fair value of Total fair value First exercise Expiry & last Exercise price of Exercised during Lapsed Acquired Balance at Granted & Vested and exercisable at Vested and exercisable at Value of
start of the the year as options at grant of options at date of options exercise date of options granted the year during the during the the end of vested during the end of the year options
year compensation date grant date granted during options granted during the year year year the year the year exercised
(i) the year during the year during the
year
$ $ $ No. No. % $
Directors
P. Huston Listed 26,761 26,761 26,761 100.00
P. Sullivan Listed 133,333 133,333 133,333 100.00
T. Ford Listed 133,333 133,333 133,333 100.00
H. Price Listed 67,554 67,554 67,554 100.00
Officers
G. Fitzgerald Unlisted 225,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 315,000 100,000 31.75
P. Venn Unlisted 225,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 315,000 100,000 31.75
P. Venn (v) Listed
5,000 5,000 5,000 100.00
A. King (iv) Unlisted 150,000 90,000 15 Feb 2010 0.49 44,100 15 Aug 2010 14 Feb 2015 1.09 (50,000) 190,000 32,500

101

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34: KEY MANAGEMENT PERSONNEL (continued)

  • (i) Options granted vest in accordance with the Resolute Mining Limited Employee Share Option Plan following the review by the relevant supervisor of the key management personnel’s performance. For details on the valuation of the options, including models and assumptions used, refer to Note 31. The percentage of options granted during the financial year that also vested during the financial year is 1.3% (2010: nil). None of these options were forfeited during the financial year.

  • (ii) On 30 July 2010, 50,000 options were exercised at a price of $0.42 per option. The fair value at grant date of the options exercised was $10,200. In each instance of exercising options, one ordinary share was issued for each option exercised. There were no unpaid amounts relating to any ordinary shares acquired through the exercise of options.

  • (iii)

  • The value of options at the date of lapse was $69,900.

  • (iv) On 1 April 2010, 50,000 options were exercised at a price of $0.42 per option. These options were due to expire on 31 January 2014. The fair value at grant date of the options exercised was $10,200. In each instance of exercising options, one ordinary share was issued for each option exercised. There were no unpaid amounts relating to any ordinary shares acquired through the exercise of options.

  • (v) During the year ended 30 June 2010, P. Venn acquired on the market 5,000 listed options over Resolute Mining Limited ordinary shares.

(c) Details of share holdings of key management personnel are as follows:

2011 Balance at the Received Other changes Balance at the
start of the during the year
during the year
end of the year
year on the
exercise of
options
Directors
P. Huston 401,421 401,421
P. Sullivan (i) 3,169,277 4,838 3,174,115
T. Ford (i) 26,477 104,838 131,315
H. Price (i) 24,772 2,419 27,191
Officers
G. Fitzgerald
P. Beilby 8,000 8,000
P. Venn
A. King (ii) 70,000 (70,000)
2010 Balance at the Received Other changes Balance at the
start of the during the year
during the year
end of the year
year on the
exercise of
options
Directors
P. Huston 401,421 401,421
P. Sullivan (i) 3,157,008 12,269 3,169,277
T. Ford (i) 14,208 12,269 26,477
H. Price (i) 18,638 6,134 24,772
Officers
G. Fitzgerald
P. Venn (iii) 16,000 (8,000) 8,000
A. King (iv) 20,000 50,000 70,000

102

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 34: KEY MANAGEMENT PERSONNEL (continued)

  • (i) These shares were issued by the Company in lieu of interest owing on convertible notes held by the director.

  • (ii) A. King’s shares are no longer held in the capacity as a member of key management personnel.

  • (iii) These shares were acquired or sold at the prevailing market price; no amounts remain unpaid as at 30 June 2010.

  • (iv) These shares were acquired through the exercise of options.

  • (c) Details of convertibles note holdings of key management personnel are as follows:

2011 Balance at the Acquired Balance at the
start of the during the year end of the year
year
Directors
P. Huston
P. Sullivan 200,000 200,000
T. Ford 200,000 200,000
H. Price 100,000 100,000
Officers
G. Fitzgerald
P. Beilby
P. Venn
A. King
2010 Balance at the Acquired Balance at the
start of the during the year end of the year
year
Directors
P. Huston
P. Sullivan 200,000 200,000
T. Ford 200,000 200,000
H. Price 100,000 100,000
Officers
G. Fitzgerald
P. Venn
A. King

These convertible notes were acquired through participation in a capital raising.

103

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS

The Group has identified three operating segments based on the internal reports that are reviewed and used by the chief executive officer and his management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments are identified by management as being operating mine sites. Each of the mine sites are managed separately and they operate in different regulatory and economic environments.

The principal activities of each operating segment are gold mining and prospecting and exploration for minerals.

Information regarding the operations of each reportable segment is included below. Performance is measured based on ounces delivered and cost of production per ounce. Management believe that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within the gold mining industry.

The accounting policies used by the Group in reporting segments are the same as those used in the preparation of financial statements.

Inter‐entity gold sales are recognised based on the prevailing spot price. The price is aimed to reflect what the segment would have achieved if it sold its gold to external parties at arm’s length.

Income tax expense is calculated based on the segment operating net profit using a notional charge of the respective tax jurisdiction. No effect is given for taxable or deductible temporary differences.

The following items and associated assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

  • Realised and unrealised treasury transactions, including derivative contract transactions;

  • Finance costs ‐ including adjustments on provisions due to discounting; and,

  • Net gains/losses on disposal of available‐for‐sale investments.

104

RESOLUTE MINING LIMITED FINANCIAL REPORT

For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS (continued)

NOTE 35: OPERATING SEGMENTS (continued)
2011
Revenue
Gold sales at spot to external customers (a)
Total segment gold sales revenue
Cash costs
RAVENSWOOD
GOLDEN PRIDE
SYAMA
CORP/OTHER
TREASURY
TOTAL
(AUSTRALIA)
(TANZANIA)
(MALI)
$'000
$'000
$'000
$'000
$'000
$'000
( c )
( c )
170,036
176,745
116,130


462,911
UNALLOCATED
170,036
176,745
116,130


462,911
(109,435)
(87,710)
(103,197)


(300,342)
Depreciation and amortisation (24,791)
(6,502)
(31,098)


(62,391)
Other operating costs (b)
Other corporate/admin costs (b)
Segment operating result before treasury, other income/(expenses)
and tax
Other income
Exploration expenditure
Finance costs
(5,672)
(9,383)
(4,175)
(682)

(19,912)
(64)


(4,585)

(4,649)
30,074
73,150
(22,340)
(5,267)

75,617



1,073
572
1,645
(2,374)
(1,950)
(2,933)
(1,469)

(8,726)




(19,597)
(19,597)
Realised loss on gold forward contracts delivered into with production



(17,856)
(17,856)
Other


(2,429)

(2,429)
Segment operating result before treasury and tax
27,700
71,200
(25,273)
(8,092)
(36,881)
28,654
Treasury ‐ movement on gold forward contracts closed out



34,742
34,742
Treasury ‐ other realised losses
Treasury ‐ other unrealised losses
Income tax expense
Net profit/(loss) after tax




(4,574)
(4,574)




730
730

(16,314)

(308)

(16,622)
27,700
54,886
(25,273)
(8,400)
(5,983)
42,930

105

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS (continued)

NOTE 35: OPERATING SEGMENTS (continued)
2011 RAVENSWOOD
GOLDEN PRIDE
SYAMA
CORP/OTHER
TREASURY
TOTAL
(AUSTRALIA)
(TANZANIA)
(MALI)
$'000
$'000
$'000
$'000
$'000
$'000
( c )
( c )
UNALLOCATED
Reconciliation of total segment revenue to statement of
comprehensive income:
Total segment gold sales revenue to external customers
Realised loss on gold forward contracts
Total revenue per statement of comprehensive income
Cash flow by segment, including receivables ‐ gold bullion sales
Reconciliation of cash flow by segment to the cash flow statement:
Movement in receivables ‐ gold bullion sales
Movement in bank overdraft
Exchange rate adjustment
Movement in cash and cash equivalents per cash flow statement
Capital expenditure
Segment assets
Segment liabilities
23,541
60,409
(29,779)
(3,193)
(53,221)
12,545
1,021
6,704
217
462,911
(17,856)
445,055
(2,243)
(4,803)
(1,183)
822
(7,407)

20,487
130,130
65,500
354,333
28,872
11
578,846
39,257
24,392
37,064
10,557
113,258
224,528

106

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS (continued)

NOTE 35: OPERATING SEGMENTS (continued)
2010
Revenue
Gold sales at spot to external customers (a)
Total segment gold sales revenue
Cash costs
Depreciation and amortisation
Other operating costs (b)
Other corporate/admin costs (b)
Segment operating result before treasury, other income/(expenses)
and tax
Other income
Exploration expenditure
Finance costs
Realised loss on gold forward contracts delivered into with production
Other
Segment operating result before unrealised treasury, other
income/(expenses) and tax
Treasury ‐ other realised losses
Treasury ‐ other unrealised losses
Income tax (expense)/benefit
Net profit/(loss) after tax
RAVENSWOOD
GOLDEN PRIDE
SYAMA
CORP/OTHER
TREASURY
TOTAL
(AUSTRALIA)
(TANZANIA)
(MALI)
$'000
$'000
$'000
$'000
$'000
$'000
( c )
( c )
158,456
181,446
54,034


393,936
UNALLOCATED
158,456
181,446
54,034


393,936
(101,081)
(86,617)
(46,441)


(234,139)
(21,034)
(6,155)
(15,952)


(43,141)
(6,112)
(6,990)
(291)
(388)

(13,781)
(53)


(4,353)

(4,406)
30,176
81,684
(8,650)
(4,741)

98,469
38
9

10,023
294
10,364
(1,586)
(2,415)
(2,995)
(2,284)

(9,280)




(11,220)
(11,220)




(51,452)
(51,452)



(1,052)

(1,052)
28,628
79,278
(11,645)
1,946
(62,378)
35,829




195
195




(75,976)
(75,976)
(2,290)
(15,555)

1,226

(16,619)
26,338
63,723
(11,645)
3,172
(138,159)
(56,571)

107

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS (continued)

NOTE 35: OPERATING SEGMENTS (continued)
2010 RAVENSWOOD
GOLDEN PRIDE
SYAMA
CORP/OTHER
TREASURY
TOTAL
(AUSTRALIA)
(TANZANIA)
(MALI)
$'000
$'000
$'000
$'000
$'000
$'000
( c )
( c )
UNALLOCATED
Reconciliation of total segment revenue to statement of
comprehensive income:
Total segment gold sales revenue to external customers
Realised loss on gold forward contracts
Amortisation of gold hedge reserve
Total revenue per statement of comprehensive income
Cash flow by segment, including receivables ‐ gold bullion sales
Reconciliation of cash flow by segment to the cash flow statement:
Movement in receivables ‐ gold bullion sales
Movement in bank overdraft
Exchange rate adjustment
Movement in cash and cash equivalents per cash flow statement
Capital expenditure
Segment assets
Segment liabilities
393,936
(59,084)
7,632
342,484
30,292
73,726
(49,711)
(5,898)
(33,360)
15,049
(9,405)
(538)
(43)
5,063
18,160
3,407
67,303
8,936

97,806
393,936
(59,084)
7,632
342,484
5,063

97,806
121,117
79,131
380,726
31,572
89
612,635
26,983
24,685
40,929
6,373
230,625
329,595

108

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 35: OPERATING SEGMENTS (CONTINUED)

  • (a) Revenue from external sales for each reportable segment is derived from several customers. The customers each make up greater than 10% of the respective segments’ sales revenue.

  • (b) Includes inter‐segment revenue and expenditure.

  • (c) This information does not represent an operating segment as defined by AASB 8, however this information is analysed in this format by the Chief Operating Decision Makers, and forms part of the reconciliation of the results and positions of the operating segments to the financial statements.

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The Group's activities expose it to a variety of financial risks: market risk (including gold price risk, diesel fuel price risk, currency risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks, where considered appropriate, to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments to manage certain risk exposures. Derivatives have been used exclusively for managing financial risks, and not as trading or other speculative instruments.

Risk management is carried out by the Group's Financial Risk Management Committee under policies approved by the Board of Directors. The Financial Risk Management Committee identifies, evaluates and manages financial risks as deemed appropriate. The Board provides guidance for overall risk management, including guidance on specific areas, such as mitigating commodity price, foreign exchange, interest rate and credit risks, by using derivative financial instruments.

(a) Market risk

Use of derivative instruments to assist in managing gold price risk

The Group is exposed to movements in the gold price. As part of the risk management policy of the Group and in compliance with the conditions required by the Group’s financiers, a variety of financial instruments (such as gold forward sales contracts, gold call options and gold put options) are used from time to time to reduce exposure to unpredictable fluctuations in the project life revenue streams. Within this context, the programs undertaken are structured with the objective of retaining as much upside to the gold price as possible, but in any event, by limiting derivative commitments to no more than 50% of the Group’s gold reserves. The value of these financial instruments at any given point in time, will in times of volatile market conditions, show substantial variation over the short term. The facilities provided by the Group's various counterparties do not contain margin calls. The Group does not hedge account for these instruments as at balance date as noted below.

During the financial year, the Group delivered 32,013 ounces of gold into forward sales contracts at an average price of A$797 per ounce (2010: 114,423 ounces of gold at an average price of A$731 per ounce).

Details of the gold derivative contracts at year end are shown below. To calculate the Group’s total gold derivative contracts in the table below, gold denominated in USD has been converted to an AUD equivalent using the year end USD/AUD spot rate of US$1.0718 (2010: US$0.8520).

109

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

Gold forwards and put options

Gold forwards and put options
2011
AUD Denominated Contracts
Maturity within 1 year
Ounces
Sales Price
Ounces
Strike Price
$/Ounce
$/Ounce
Ounces
$/Ounce


57,200
1,000
57,200
1,000
Forward Sales
Put Options Bought
Total
2010
AUD Denominated Contracts
Maturity within 1 year
Between 1 and 2 years
Total
Ounces
Sales Price
Ounces
Strike Price
$/Ounce
$/Ounce
Ounces
$/Ounce
128,065
761
52,800
1,000
180,865
830
27,015
726
57,200
1,000
84,215
912
Forward Sales
Put Options Bought
Total
155,080
755
110,000
1,000
265,080
856

Movements in the fair value of these contracts are accounted for through the consolidated statement of comprehensive income. From 1 July 2007, no contracts satisfy the criteria for hedge accounting. As at 30 June 2007, 625,404 contracted ounces met the criteria for hedge accounting. As a result $43.4m was deferred in equity in the prior years. In accordance with the accounting policy at Note 1(n) this amount was transferred to the consolidated statement of comprehensive income when the forecasted sales transaction occurred. There were no amounts remaining in reserves by the end of 30 June 2010.

Diesel fuel price risk

The Group is exposed to movements in the diesel fuel price. The costs incurred purchasing diesel fuel for use by the Group’s operations is significant. The Group's Financial Risk Management Committee continues to manage and monitor diesel fuel price risk. At present, the Group does not specifically hedge its exposure to diesel fuel price movements.

Foreign exchange currency risk

The Group receives USD proceeds on the sale of some of its gold production and significant costs for the Syama Gold Project and the Golden Pride Project are denominated in both USD and the local currencies of those operations, and as such movements within these currencies expose the Group to exchange rate risk.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk can be measured by performing a sensitivity analysis that quantifies the impact of different assumed exchange rates on the Group’s forecast cash flows.

The Group's Financial Risk Management Committee continues to manage and monitor foreign exchange currency risk. At present, the Group does not specifically hedge its exposure to foreign currency exchange rate movements.

110

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

The Group’s exposure to foreign exchange currency risk at the reporting date was as follows:

2011
Financial Assets
Cash
Receivables
Available for sale financial assets
Financial derivative assets
Financial Liabilities
Payables
Interest bearing liabilities (i)
Financial derivative liabilities
2010
Financial Assets
Cash
Receivables
Available for sale financial assets
Financial derivative assets
Financial Liabilities
Payables
Interest bearing liabilities (i)
Financial derivative liabilities
Other financial liabilities
United
States
Dollars
Australian
Dollars
Tanzanian
Shillings
Other
No foreign
currency risk
Total
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
3,944
92
381

6,796
11,213
129
12
3,914

18,212
22,267




692
692




11
11
4,073
104
4,295

25,711
34,183
2,993
7,303
42
677
36,418
47,433
23,867



78,013
101,880




18,910
18,910
26,860
7,303
42
677
133,341
168,223
United
States
Dollars
Australian
Dollars
Tanzanian
Shillings
Other
No foreign
currency risk
Total
A$'000
A$'000
A$'000
A$'000
A$'000
A$'000
3,540
987
1,725
15
11,992
18,259
9,614
83
10,128
8
445
20,278



126
692
818




990
990
13,154
1,070
11,853
149
14,119
40,345
6,493
2,031
868
3,317
34,943
47,652
49,327



73,418
122,745




113,101
113,101
37




37
55,857
2,031
868
3,317
221,462
283,535

(i) Several of the intercompany balances between Group entities create foreign exchange differences which have historically been material and are not eliminated from the Group’s consolidated statement of comprehensive income (Refer to note 2(j)). Those intercompany balances are not shown here as they are eliminated from the Group’s consolidated statement of financial position. Refer to the table below for the significant intercompany balances outstanding at 30 June 2011.

111

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

2011
Facility
currency
denomination
Functional
Currency of the
borrower
Resolute Mining Limited (beneficiary)/Resolute (Somisy) Limited
AUD
Central African
Francs
Resolute (Tanzania) Limited (beneficiary)/Resolute Pty Ltd
USD
AUD

2011
$'000
2010
$'000
436,601
410,499
107,179
68,541
AUD equivalent
543,780
479,040

(b) Interest rate risk

The Group’s main interest rate risk arises from long term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. For the 2011 and 2010 financial years, the majority of the Group’s borrowings have been denominated in both USD and AUD.

The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to the potential renewals of existing positions, alternative financing, alternative hedging positions and the mix of fixed and variable interest rates. There is no intention at this stage to enter into any interest rate swaps.

The following tables summarises the financial assets and liabilities of the Group, together with effective interest rates as at balance date.

2011
Financial Assets
Cash
Receivables
Available for sale financial assets
Financial derivative assets
Financial Liabilities
Payables
Interest bearing liabilities
Financial liabilities
Floating
Non Interest
Total
Interest
Bearing
Rate
< 1 Year
1 to 5 Years
> 5 Years
Floating
Fixed
$'000
$'000
$'000
$'000
$'000
$'000
11,213




11,213
3.6%





22,267
22,267






692
692






11
11


11,213



22,970
34,183




47,433
47,433


19,609
15,118
67,153


101,880
4.2%
14.6%

18,910



18,910

5.4%
19,609
34,028
67,153

47,433
168,223
Fixed Interest Rate
Average Interest Rate
Maturing in

112

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

2010
Financial Assets
Cash
Receivables
Available for sale financial assets
Financial derivative assets
Financial Liabilities
Payables
Interest bearing liabilities
Financial derivative liabilities
Other financial liabilities
Floating
Non Interest
Total
Interest
Bearing
Rate
< 1 Year
1 to 5 Years
> 5 Years
Floating
Fixed
$'000
$'000
$'000
$'000
$'000
$'000
18,259




18,259
1.5%





20,278
20,278






818
818






990
990


18,259



22,086
40,345




47,652
47,652


37,455
13,123
72,167


122,745
5.4%
15.2%

92,075
21,026


113,101

9.9%




37
37


37,455
105,198
93,193

47,689
283,535
Maturing in
Fixed Interest Rate
Average Interest Rate

(c) Credit risk exposure

The Group’s exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal to the carrying amount of the financial assets.

Credit risk is managed on a Group basis. Credit risk predominately arises from cash, cash equivalents, derivative financial instruments, deposits with banks and financial institutions and receivables from statutory authorities. For derivative financial instruments, management mitigates some credit risk by using a number of different hedging counterparties.

Credit risk further arises in relation to financial guarantees given to certain parties. Such guarantees are only provided in exceptional circumstances and are subject to Financial Risk Management Committee approval. Refer to Note 17 (a) and (b) and Note 20 for information on guarantees provided.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Cash at bank & short term deposits
Counterparties with external credit ratings
A
BBB
Counterparties without external credit ratings
No rating
Total cash at bank & short term deposits
2011
2010
$'000
$'000
9,801
13,562
1,282
4,376
130
321
Consolidated
11,213
18,259

113

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

2011
2010
$'000
$'000
Consolidated
Trade receivables
Counterparties with external credit ratings
AA+
B‐
_Counterparties without external credit ratings _
Group 1
Group 2
Total trade receivables
Financial derivative assets
Counterparties with external credit ratings
A
Total financial derivative assets*
1,218
1,132

579
3,029
2,249
8,193
11,500
12,440
15,460
11
990
11
990
  • Group 1 refers to existing counterparties with no defaults in the past. Group 2 refers to existing counterparties where difficulty in recovering these debts in the past has been experienced.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, or having the availability of funding through an adequate amount of undrawn committed credit facilities.

As at 30 June 2011, the Group had $12.176m (AUD equivalent) (2010: $4.700m (AUD equivalent)) in unused financing facilities.

The remaining contractual maturities of the Group’s financial liabilities, including future finance costs, are:

Liquidity analysis

Due within 1 to 3 months
Due within 4 months to one year
Due between one and five years
Total contractual repayments
Less finance charges
Present value of minimum repayments
Non‐
derivative
Derivative
Total
Non‐
derivative
Derivative
Total
79,096

79,096
53,912
28,952
82,864
24,235

24,235
40,337
21,812
62,149
84,851

84,851
114,952
62,337
177,289
2011
$'000
Consolidated
2010
$'000
188,182

188,182
209,201
113,101
322,302
(19,959)

(19,959)
(38,767)

(38,767)
168,223

168,223
170,434
113,101
283,535

[114]

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

(e) Instruments recognised at amounts other than fair value

Except for the liability portion of the convertible notes, the fair value of all the Group’s financial instruments recognised in the financial statements approximates or equals their carrying amounts.

The fair value of the liability portion of the convertible notes is estimated using the market interest rate available to the issuer for an instrument with identical terms but without the conversion option.

(f) Fair values for instruments recognised at fair value

The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:

  • Level 1 ‐ the fair value is calculated using quoted prices in active markets.

  • Level 2 ‐ the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

  • Level 3 ‐ the fair value is estimated using inputs for the asset or liability that are not based on observable market data.

The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below.

Financial Assets
Available for sale financial assets
Financial derivative assets
Financial Liabilities
Financial derivative liabilities
Quoted market
price (Level 1)
Valuation
technique ‐
market
observable
inputs (Level 2)
Valuation
technique ‐ non
market
observable
inputs (Level 3)
Total
Quoted market
price (Level 1)
Valuation
technique ‐
market
observable
inputs (Level 2)
Valuation
technique ‐ non
market
observable
inputs (Level 3)
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
As at 30 June 2011
As at 30 June 2010
692


692
818


818


11

11

990

990
692
11

703
818
990

1,808





113,101

113,101





113,101

113,101

Quoted market price represents the fair value determined based on quoted prices on active markets as at the reporting date without any deduction for transaction costs. The fair value of the listed equity investments are based on quoted market prices.

For financial instruments not quoted in active markets, the Group uses a valuation technique such as present value techniques, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants. These valuation techniques use both observable and unobservable market inputs.

115

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

Financial instruments that use valuation techniques with only observable market inputs or unobservable inputs that are not significant to the overall valuation include forward commodity contracts.

The fair value of other debt and equity securities, as well as other investments that do not have an active market, are based on valuation techniques using market data that is not observable. Where the impact of credit risk on the fair value of a derivative is significant, and the inputs on credit risk are not observable, the derivative would be classified as based on non observable market inputs (Level 3). Certain long dated forward commodity contracts where there are no observable forward prices in the market are classified as Level 2 as the unobservable inputs are not considered significant to the overall value of the contract.

(g) Transfer between categories

There were no transfers between Level 1 and Level 2 during the year.

116

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

(h) Sensitivity analysis

The following table summarises the post tax effect of the sensitivity of the Group’s financial assets and financial liabilities on profit and equity at balance date to interest rate risk, foreign exchange currency risk and gold price risk.

The sensitivity analysis below is based on movements that are reasonably possible in interest rates, foreign exchange currency rates and the gold price based on historical information and future expectations.

Consolidated
30 June 2011
Carrying
Amount
$'000
Financial Assets
Cash and cash equivalents
11,213
Trade and other receivables
22,267
Financial derivative assets
11
Financial Liabilities
Payables
47,433
Interest bearing liabilities
101,880
Financial liabilities
18,910
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
(78)
(78)
78
78
319
319
(261)
(261)








315
315
(257)
(257)




1
1
(1)
(1)




39
39
(6)
(6)




(829)
(829)
681
681




146
146
(146)
(146)
(1,959)
(1,959)
1,602
1,602
















+10%
Interest rate risk
Foreign exchange risk
Gold price risk
‐1%
+1%
‐10%
+10%
‐10%
Total increase/(decrease) 69
69
(69)
(69)
(2,154)
(2,154)
1,765
1,765
39
39
(6)
(6)

117

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 36: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)

Consolidated
30 June 2010
Carrying
Amount
$'000
Financial Assets
Cash and cash equivalents
18,259
Trade and other receivables
20,278
Available for sale financial assets
818
Financial derivative assets
990
Financial Liabilities
Payables
47,652
Interest bearing liabilities
122,745
Financial derivative liabilities
113,101
Other financial liabilities
37
Total increase/(decrease)
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
(128)
(128)
128
128
621
621
(421)
(421)








1,489
1,489
(1,217)
(1,217)








(9)
(9)
9
9




77
77
(70)
(70)
(341)
(341)
537
537
611
611
(316)
(316)




(571)
(571)
496
496




275
275
(275)
(275)
(38,933)
(38,933)
31,854
31,854




451
451
(445)
(445)
(17,649)
(17,649)
14,440
14,440
15,877
15,877
(15,877)
(15,877)












Interest rate risk
Foreign exchange risk
Gold price risk
‐1%
+1%
‐10%
+10%
‐10%
+10%
675
675
(662)
(662)
(55,393)
(55,393)
45,698
45,698
16,488
16,488
(16,193)
(16,193)

118

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 37: SALE OF SUBSIDIARIES

During the year ended 30 June 2010 the Group sold a number of its Ghanaian subsidiaries to Viking Ashanti Limited. Consideration was received in the form of 23 million ordinary shares in Viking Ashanti (33.25% of the ordinary share capital) and cash.

Assets and liabilities of disposed entities:

The major classes of assets and liabilities are as follows:

Assets
Trade and other receivables
Inventories
Property, plant and equipment
Other
Liabilities
Trade and other payables
Net (liabilities)/assets attributable to
subsidiaries disposed of
Associated Gold
Fields Pty Ltd
Ghana Mining
Investments Pty Ltd
Kiwi International
Resources Pty Ltd
Obenemase Gold
Mines Ltd
Resolute Amansie
Limited
Kiwi Goldfields
Limited
Abore Mining
Company Limited
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000



12
890
1

903




26


26




35


35






66


66



12
1,017
1

1,030



(37)
(85)

(2)
(124)



(37)
(85)

(2)
(124)



(25)
932
1
(2)
906

119

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 37: SALE OF SUBSIDIARIES (continued)

Gain on disposal of subsidiary

NOTE 37: SALE OF SUBSIDIARIES (continued)
Gain on disposal of subsidiary
As at
30‐Jun‐10
$'000
Consideration received:
Shares in Viking Ashanti Limited
Cash
Total consideration
Less net assets of entities disposed
Add foreign currency translation
disposed of
Gain on disposal of subsidiaries before
income tax
Other costs incidental to sale
Income tax expense
Gain on disposal of subsidiaries after
income tax
Net cash inflow on disposal:
Cash and cash equivalents
consideration
Less cash and cash equivalents balance
disposed of:
Reflected in the consolidated
statement of cash flows
6,000
284
6,284
(906)
1,886
7,264
(56)

7,208
284

284

120

RESOLUTE MINING LIMITED FINANCIAL REPORT For the year ended 30 June 2011

NOTES TO THE FINANCIAL STATEMENTS

NOTE 38: SUBSEQUENT EVENTS

No significant events have occurred from 30 June 2011 to the date of this report.

NOTE 39: PARENT ENTITY INFORMATION

Information relating to Resolute Mining Limited:

NOTE 39: PARENT ENTITY INFORMATION
Information relating to Resolute Mining Limited:
Current Assets
Total Assets
Current Liabilities
Total Liabilities
Issued Capital
Retained Earnings
Convertible Note Equity Reserve
Option Equity Reserve
Share Based Payments Reserve
Reserves‐Unrealised Gain/Loss
Total Shareholders Equity
Loss of Resolute Mining Limited
Total comprehensive expense of Resolute Mining Limited
As at
As at
30‐Jun‐11
30‐Jun‐10
$'000
$'000
1,754
2,422
454,223
434,803
14,105
17,770
88,702
105,315
287,139
237,083
55,395
70,114
11,198
11,646
8,554
8,554
3,236
2,021

70
365,522
329,488
(14,719)
(8,864)
(14,719)
(8,794)

Refer to Note 32 for the contingent liabilities and commitments of Resolute Mining Limited.

The parent company guarantee provided by the Resolute Mining Limited as outlined in Note 17(a) has a written down value of five thousand dollars as at 30 June 2011 (30 June 2010: one thousand dollars).

121

RESOLUTE MINING LIMITED DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of Resolute Mining Limited, I state that:

In the opinion of the directors:

  • (a) The financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and,

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

  • (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1(a);

  • (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and,

  • (d) this declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011.

On behalf of the Board

==> picture [93 x 46] intentionally omitted <==

P.R. Sullivan Director

Perth, Western Australia 22 September 2011

122

==> picture [103 x 61] intentionally omitted <==

Independent audit report to members of Resolute Mining Limited

Report on the financial report

We have audited the accompanying financial report of Resolute Mining Limited, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors' responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements (“AASB 101”), that the financial statements comply 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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls 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 controls. 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 opinion.

Independence

In conducting our audit we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

Liability limited by a scheme approved under Professional Standards Legislation

GB;HG;RESOLUTE;193

Opinion

In our opinion:

  • a. the financial report of Resolute Mining Limited is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2011 and of its performance for the year ended on that date; and

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

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

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 9 to 19 of the directors' report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Resolute Mining Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001 .

==> picture [189 x 54] intentionally omitted <==

Ernst & Young

==> picture [171 x 48] intentionally omitted <==

Gavin A Buckingham Partner Perth 22 September 2011

GB;HG;RESOLUTE;193

SHAREHOLDER INFORMATION

Substantial shareholders at 31 August 2011

Number
Ordinary shares
M&G Investment Management Limited (or Vanguard Precious Metals and Mining Fund)
Alliance Life Common Fund Limited
Vanguard Precious Metals and Mining Fund
Baker Steel Capital Managers LLP (Clients of and associated or connected parties)
Acorn Capital Limited
held
Percentage
89,197,466
19.2%
79,711,370
17.1%
56,975,570
12.2%
47,173,558
10.5%
11,541,979
6.5%

Distribution of equity securities as at 31 August 2011

Size of Holding
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 ‐ and over
Total equity security holders
Convertible
Shares
Options
notes
1,218
292
2
1,904
175
61
750
43
62
877
76
58
117
26
21
Class of equity security
Ordinary shares
4,866
612
204

125

SHAREHOLDER INFORMATION

Voting rights

  • (a) Ordinary shares

Under the Company's Constitution, all ordinary shares issued by the Company carry one vote per share without restriction.

  • (b) Options ‐ Ordinary shares No voting rights

  • (c) Convertible notes

  • No voting rights

Twenty largest shareholders as at 31 August 2011

Name Number of
% of Issued
Ordinary Shares
Capital
J P Morgan Nominees Australia Limited
HSBC Custody Nominees Australia Limited
National Nominees Limited
Citicorp Nominees Pty Ltd
128,255,222
27.42%
122,446,945
26.17%
76,519,111
16.36%
15,221,612
3.25%
JP Morgan Nominees Australia Limited (Cash income A/C) 11,465,547
2.45%
Equity Trustees Limited
AMP Life Limited
Queensland Investments Corporation
UBS Nominees Pty Ltd
Mr Peter Sullivan
Cogent Nominees Pty Ltd
Lim Sun Heng
Avanteos Investments Limited (Symetry Retire)
Share Direct Nominees Pty Ltd
6,984,651
1.49%
6,885,779
1.47%
3,641,558
0.78%
2,706,093
0.58%
2,400,000
0.51%
2,385,864
0.51%
2,371,000
0.51%
2,321,119
0.50%
2,151,233
0.46%
Jersey Investments WA Pty Ltd 2,000,000
0.43%
Berhad Lyne Ching SDN
RBC Dexia Investor SVCS A (MLCI A/C)
Cassim Salim
NEFCO Nominees Pty Ltd
Cogent Nominees Pty Ltd (SMP A/C)
1,957,484
0.42%
1,823,857
0.39%
1,800,000
0.38%
1,731,518
0.37%
1,558,271
0.33%
396,626,864
84.78%

126