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SCIDEV LTD — Annual Report 2005
Sep 29, 2005
65761_rns_2005-09-29_f2e0f4b6-dc6a-4374-9983-799f5b986401.pdf
Annual Report
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Thire Had
ASX Code: INL ABN 25 001 150 849
Superior and Sustainable Metals Production

Annual Report 2005
Contents
| Letter from the Chairman and Managing Director & Chief Executive Officer | |
|---|---|
| Review of operations | 2 |
| Directors' report | 9 |
| Auditors independence declaration | 14 |
| Statements of financial performance | 15 |
| Statements of financial position | 16 |
| Statements of cash flows | 17 |
| Notes to the financial statements | 18 |
| Directors' declaration | 41 |
| Independent audit report | 42 |
| Australian Stock Exchange information | 45 |
| Corporate governance | 46 |
| Corporate directory | Inside back cover |
Photo Front Cover: Hellyer tailings being fed for the first time into the Intec Hellyer Metals Demonstration Plant at Burnie in August 2005. This marked the end of the 'water commissioning' phase (essentially mechanical) and the commencement of hydrometallurgy at the demonstration plant. A front end loader lifts the tailings from a 15-tonne skip, supervised by (standing on the floor) Justin Resta (seconded from Ammtec Ltd as Demonstration Plant Manager) and (standing on the stairs) Jean-Louis Huens, Intec's Chief Operating Officer and General Manager, Intec Hellyer Metals Demonstration Plant.
Intec Ltd
Superior and Sustainable Metals Production
Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612-9351-6741 Facsimile: +612-9351-7180 Email: [email protected] Website: www.intec.com.au
30 September 2005
Dear Shareholders
Letter from the Chairman and Managing Director & Chief Executive Officer
This is Intec Ltd's fourth Annual Report since listing on the Australian Stock Exchange and includes its financial statements for the year to 30 June 2005.
During the last financial year all of the Company's stakeholders have worked together very effectively to make decisive progress on our wholly-owned Hellyer Metals Project. Its essence is to maximise economic recovery (projected to be around 80%) of the A\$1.8 billion in-situ value of zinc, lead, silver, gold and copper
contained in the Hellyer tailings dam. This is a metallurgical challenge that only achievable via is. Intec's proprietary and technology $i$ s symbolised in $\alpha$ III internally-designed logo (at right) for Intec's 100% subsidiary Intec Hellyer Metals Pty Ltd.
In the December quarter of 2005 Intec Ltd raised A\$12 million at 6.9 cents per share through an institutional placement and
underwritten share purchase plan. The principal application of these funds has since been the design, construction and commissioning of the Intec Hellyer Metals demonstration plant in Burnie, Tasmania.
This plant was officially opened on 15 September 2005 in front of over 100 invited guests by the Hon. Bryan Green MHA, Tasmanian Minister for Infrastructure, Energy and Resources, who unveiled the plaque appearing on this page.
'Steady state' operations at the demonstration plant are anticipated during the final quarter of 2005, generating data that will be fed into the design of the commercial scale plant at Hellver by H.G. Engineering of Toronto, Yours faithfully
Richard H Jenkins Chairman
Canada as part of the Bankable Feasibility Study (BFS) being managed by WorleyParsons Limited.
The BFS is expected to be completed during the March quarter of 2006 and will form the basis of the Hellyer Metals Project financing to be led by Macquarie Bank Limited (MBL). MBL is now an Intec shareholder and is providing working capital towards completion of the BFS.
Early in 2005 the Hellyer exploration tenements were

vended into Resource Finance and Investments Limited (RFI). On 29 September RFI closed its $\overline{AS3.5}$ million initial public offering early, and substantially oversubscribed. having received strong support from Intec shareholders under a priority offer and brokers and institutions. RFI will list on ASX in mid October with Intec retaining a 22.1% interest. RFI. has negotiated
guaranteed access to Intec's Hellyer Mill, a major minerals processing asset dominating the northern portion of the mineralogically prolific Mt Read Volcanics Zone and for which Intec is actively investigating toll treatment opportunities with other regional producers.
Although Intec's broader portfolio of chloride-based technologies hold great promise, our limited resources necessitate focussing on our own project at this critical juncture. In this regard we have met all of our timetabled milestones and are confident that we will continue to do so through to completion of the Hellver Metals Project. by which time the Company's shareholders will be sharing fully in the rewards of its efforts.
Philip R. Wood
Philip R Wood Managing Director & Chief Executive Officer
Review of Operations
Introduction
The principal activities of the Company during the last financial year were:
- The continued development of the Company's 1. wholly-owned Hellyer Metals Project;
- The implementation of strategies to realise value 2. from non-core assets at Hellyer; and
-
- Continued development of the Intec Gold Process in association with domestic and international gold industry participants.
Development of the Hellyer Metals Project
Background
The Hellyer Metals Project was acquired in January 2004 by the Company's wholly-owned subsidiary Intec Hellyer Metals Pty Ltd and resulted in ownership of the following assets:
- $\mathbf{1}$ . The Burnie Research Laboratory;
- $2.$ The Hellyer tailings dam;
-
- The 1.5mta Hellyer mill and associated infrastructure:
- $\overline{4}$ . A portfolio of mining and exploration tenements; and
-
- Various items of intellectual property.
Immediately following completion of the acquisition, the Burnie Research Laboratory was transferred to Ammtec Ltd, Australia's largest metallurgical and minerals testing consultancy for a pre-agreed Subsequently the Burnie Research consideration. Laboratory has become a key provider of labour and technical services to the Hellyer Metals Project.
The principal purpose of the acquisition was to apply the Intec Process to the re-treatment of Hellyer tailings and other zinc-bearing residues in order to recover in saleable form the contained base and precious metals (Hellyer Metals Project). The Hellyer tailings dam contains some 10.9mt tonnes of material with grades and contained metal as shown below in Table 1.
| - Blement I Craig | Contained Metal | |
|---|---|---|
| Gold | $2.6 \text{ g}/t$ | 911,000 ounces |
| Zinc | 2.80% | 305,0000 tonnes |
| Lead. | 3.00% | 327,000 tonnes |
| Silver | 88.0 g/t | 30,839,000 ounces |
| Copper | 0.16% | $17,400$ tonnes |
Table 1: Grade and Contained Metal of Hellyer Tailings Dam

Figure 1: The Hellyer Tailings Dam
The last financial year and the period since have seen significant progress in the development of the Hellyer Metals Project. Development activities have included:
- $\mathbf{1}$ . Completion of pilot plant operations in Sydney;
- $2.5$ Completion of a Pre-Feasibility Study by H.G. Engineering of Toronto, Canada;
- $3.$ Construction, commissioning and initial operation of a demonstration plant in Burnie, Tasmania; and
- The engagement of WorleyParsons to undertake $\overline{4}$ a A\$2.7 million Bankable Feasibility Study.
Figure 2 below is an aerial photograph of the Hellyer Metals Project site in northwestern Tasmania on which are identified some key assets of the Company and relevant aspects of the Hellyer site.
1.55 ha tailings dam

- 80km road & rail access to Burnie (deepwater port) 3. Hellyer mine adit (plugged) 4. 1.5 mtpa Hellyer Mill 5. Former Que River mine site 6. Electricity grid 7. Proposed site for re-treatment tailings dam 8. Shale pit for toll treatment residues
Figure 2: Aerial photograph of Hellyer Metals Project site
Completion of Pilot Plant Operations
Throughout 2004 the Company operated a pilot plant at the Sydney facilities of Ammtec Ltd. The pilot plant, funded in part by Ivanhoe Mines Ltd. (Intec's largest shareholder) and the Australian Government via the R&D Start Program, was originally designed to pilot the Intec Gold Process. However, following the Company's acquisition of the Hellyer Metals Project, the pilot plant was reconfigured in certain aspects in order to conduct leach trials on Hellyer tailings (which include gold) and other zinc-bearing residues.
Approximately four tonnes of Hellyer tailings were processed through the pilot plant during a multi-part programme that was completed in the second half of 2004. The programme included three campaigns solely on Hellyer tailings and two campaigns on a blend of Hellyer tailings and zinc-bearing Electric Arc Furnace (EAF) dust.
The purposes of the pilot plant campaigns were:
- piloting of the leach and purification circuits of the proposed flowsheet for the Hellyer Metals Project:
- optimisation оf leach circuit extraction efficiencies, in particular those involving the cotreatment of Hellyer tailings and EAF dust; and
- the gathering of engineering design data for input into the Pre-Feasibility Study for the Hellyer Metals Project.
The pilot plant campaigns solely on Hellyer tailings achieved high leach extractions on all metals with the exception of gold as is shown in Table 2.
| Llement | Average 2 /0 Extraction over Three Campaigns |
Average 0 /6 Extraction in Single Campaign |
|---|---|---|
| Lead | 99.0 | 99.6 |
| $Z$ inc | 98.8 | 99.0 |
| Copper | 93.5 | 97.0 |
| Silver | 91.2 | 94.8 |
| Gold | 32.8 | 49.3 |
Table 2: Results of Pilot Plant Campaigns on Hellyer Tailings
The metal extractions achieved during the pilot plant campaigns solely on Hellyer tailings corresponded to an average of 77.3% of in-situ metal extraction over the three pilot plant campaigns and 83.2% of in-situ metal extraction in the best-performing pilot plant campaign. These aggregate extraction percentages were calculated using \$US metal prices and the US\$/A\$ exchange rate prevailing in August/ September 2004.
While it is technically possible for the Intec Process to achieve high gold extraction efficiencies from Hellyer tailings, the economics of doing so are prohibitive due to the highly refractory nature of the material and the low grade of gold in the tailings.
In addition, the following pilot plant results were achieved in two campaigns involving the co-treatment of Hellyer tailings and EAF dust (grading 30-35% zinc) supplied by Smorgon Steel Group Limited (Smorgon Steel) and OneSteel Limited (OneSteel):
- Metal extractions from Hellyer tailings were consistent with the extractions described above; and
- Extractions of zinc contained in EAF dust (typically 30 to 35%) varied from 85-95%.
Completion of Pre-Feasibility Study
H.G. Engineering (HGE) of Toronto, Canada completed a Pre-Feasibility Study for the Hellyer Metals Project during the September quarter of 2004.
The Pre-Feasibility Study determined the engineering design and capital and operating costs for two project cases:
- $11$ A 'Base Case' that provided for the treatment of solely Hellyer tailings at the annual rate of 1.0 mtpa for an eleven year project life; and
- $2.$ An 'Enhanced Case' that provided for the cotreatment of Hellyer tailings and zinc-bearing residues such as EAF dust. The throughput rates for the 'Enhanced Case' assumed the treatment of 0.5 mtpa of Hellyer tailings and the treatment of 0.1 mpta of zinc-bearing residues.
The Company used the cost parameters established and described in HGE's study to evaluate the project's indicative financial performance. The indicative financial analysis was undertaken in real terms, assumed 100% equity funding and employed metal prices and the US\$/A\$ exchange rate prevailing at 6 September 2004 to generate revenue forecasts. Summaries of the respective financial analyses for both cases are shown in Table 3.
| Parameter Market School Kabupatèn B |
Base lease. |
Enhanced TOARE. |
|---|---|---|
| Project Life | 11 years | 21 years |
| Capital Cost | A\$153 m | A\$137 m |
| Annual Sales Revenue | A\$103 m | A\$85 m |
| Annual Operating Cost | $A$ \$35 $m$ | A\$28 m |
| Net Annual Cash Flow | A\$67 m | A\$56 m |
| Net Present Value: Pre-Tax * | A\$258 m | A\$317 m |
| Net Present Value: Post-Tax * | A\$165 m | A\$205 m |
| Internal Rate of Return: Pre-Tax | 38.6% | 36.6% |
| Internal Rate of Return: Post Tax | 30.1% | 29.3% |
* 10% discount rate
Table 3: Summary of Hellyer Metals Project Indicative Financial Analysis from Pre-Feasibility Study
The analyses indicated that the Hellyer Metals Project would generate attractive economic returns and it was on this basis that the Company proceeded to
undertake a A\$12 million capital raising during the December quarter of 2004 in order to progress development of the Hellyer Metals Project through the undertaking of a demonstration plant programme and the completion of a bankable feasibility study.
Hellyer Metals Project Demonstration Plant
Following the successful A\$12 million capital raising in late 2004, construction of an A\$5 million demonstration plant at Burnie, Tasmania commenced on a site adjacent to Ammtec's Burnie Research Laboratory and was substantially completed early in the September quarter of 2005. The demonstration plant was designed with the capacity to treat 4 tonnes of Hellyer tailings per day or a blend of Hellyer tailings and other zinc-bearing residues such as EAF dust. The demonstration plant contains all elements of the process flowsheet developed for the Hellyer Metals Project and will produce on a continuous basis all proposed commercially saleable metal products. The demonstration plant will be operated under technical operating conditions specified in the Pre-Feasibility Study. Its successful operation will provide engineering design data required for the completion of a bankable feasibility study and a platform for financing the commercial-scale Hellyer Metals Project.

Figure 3: Demonstration plant site at 20 River Road, Burnie, shortly after the Company took possession of the site in early 2005.

Figure 4: Demonstration plant in June 2005 prior to commencement of water commissioning.
By industry standards the construction period was short for a hydrometallurgical plant recovering
saleable products comprising five different metals. The rapid construction of the demonstration plant (Figures 3 and 4) was assisted by the relocation of the Company's key technical personnel to Tasmania, the sourcing of labour and technical services from Ammtec's Burnie Research Laboratory and the high quality of Tasmanian-based service providers and equipment suppliers.
During construction of the demonstration plant the Company optimised the commercial-scale zinc electrowinning cell at its laboratories in the Department of Chemical Engineering at the. University of Sydney (see Figure 5). This programme concluded upon was successfully repeatedly demonstrating that the cell could produce smooth metallic zinc cathode under operating conditions specified in the Pre-Feasibility Study. This outcome represented a significant technical achievement during which the Company was assisted by Umicore Zinc Smelting, the world leader in zinc cell tankhouse design.

Figure 5: Production of metallic zinc cathode at the Company's University of Sydney based laboratories.
Following the completion of operations in Sydney, the zinc electrowinning cell was transported to Burnie and installed in the demonstration plant, while work was also undertaken to assess the melting and casting characteristics of the zinc cathode (see Figure 6).

Figure 6: Molten zinc produced by the Company's commercial scale zinc electrowinning cell being cast into ingots.
demonstration Commissioning of the plant commenced in the first half of the September quarter 2005 following the employment in June of 18 operating personnel by Ammtec's Burnie Research Laboratory under a labour supply contract. At the date of this report all process unit operations are installed and in operation.
Thus on 15 September 2005 the demonstration plant was officially opened by the Hon. Bryan Green, MHA Tasmanian Minister for Infrastructure, Energy and Resources at a function attended by governmental representatives, financial supporters, equipment suppliers and service providers (see Figures $7 - 9$ ).

Figure 7: Philip Wood, Managing Director and Chief Executive Officer of Intec (left), and the Hon. Bryan Green MHA, Tasmanian Minister for Infrastructure, Energy and Resources unveiling the plaque at the Intec Hellyer Metals Demonstration Plant official opening on 15 September 2005.

Figure 8: A portion of attendees at the official opening of the Intec Hellyer Metals Demonstration Plant.

Figure 9: The Hon. Bryan Green MHA, is guided around the demonstration plant by Intec's Technical Director John Moyes.
Following achievement of 'steady-state' operations on Hellyer tailings it is proposed to immediately commence a campaign on the co-treatment of Hellyer tailings and EAF dust during the remainder of 2005.
The co-treatment of Hellyer tailings and zinc-bearing residues forms the 'Base-Case' for the Hellyer Metals Project's bankable feasibility study (see later section). To support the demonstration plant co-treatment campaign, tonnages of EAF dust have been shipped to Burnie by both Smorgon Steel and OneSteel. In particular, the supply of EAF dust to the demonstration plant by Smorgon Steel represents its continuing support for the Hellyer Metals Project in line with its previously publicised Letter of Understanding in October 2004.
Bankable Feasibility Study (BFS)
On 21 June 2005 the Company appointed WorleyParsons to undertake an A\$2.7 million BFS for the Hellyer Metals Project, which amount is exclusive of Burnie demonstration plant operations.
The preliminary draft of the BFS is scheduled to be made available early in the first quarter of 2006, with the completed document expected towards the end of the first quarter of calendar 2006. The BFS will provide the necessary platform for the project
financing of the Hellyer Metals Project. With this in mind, and as the BFS progresses, WorleyParsons will work closely with an independent technical expert to be nominated by the Metals and Energy Capital Division of Macquarie Bank Limited the intending project financiers (see later discussion).
In discussion with the Company, WorleyParsons has engaged the following sub-consultants responsible for developing specific aspects of the BFS:
Hellyer tailings resource confirmation - AMC Consultants Pty Ltd
New retreatment tailings disposal dam - GHD Pty Ltd
Environmental Caloundra Assessment Environmental (assisted by Golders, Katestone & PEC, Earth Systems and Environmental Chemistry)
Burnie Demonstration Plant report - Ammtec's Burnie Research Laboratory
Process Plant design - HG Engineering (Toronto, Canada)
Conceptual Zinc Tankhouse Design - Umicore Zinc Smelting (Balen, Belgium)
Plant Instrumentation and Control - Honeywell Process Systems
In addition to its Owner's Responsibilities, the Company will be responsible for on-site plant infrastructure (jointly with WorleyParsons) and secondary feedstocks resource identification.
In addition to WorleyParsons's overall responsibility for the BFS, it will provide specialised input for secondary feedstock off-site recovery and transport, detailed design of the zinc cell tankhouse, on-site plant infrastructure (jointly with the Company), offsite infrastructure, socio-economic assessment, project implementation and control, project economics and occupational health and safety.
Realisation of Non-Core Assets
As previously noted the acquisition of the Hellyerrelated assets included some which are not integral to the development of the Hellyer Metals Project. The Company has nonetheless implemented strategies in order to realise the full potential value of these assets.
Burnie Research Laboratory
The Burnie Research Laboratory was transferred immediately upon completion of the Hellyer Metals Project to Ammtec. The Burnie Research Laboratory is playing a key support role in the demonstration plant programme through the provision of labour and technical services.


Figure $10:$ Hellyer exploration and mining tenements
All of the above tenements (shown in Figure 10), with the exception of Hellyer CML 103M/1987, were transferred in March 2005 to Resource Finance and Investments Limited (RFI). In the case of Hellyer CML 103M/1987 the Company entered into a sublease agreement with RFI in March 2005. The sublease provides the right for RFI to undertake mineral exploration on this mining lease while the Company retains ownership of all assets integral to the development of the Hellyer Metals Project (i.e. the tailings dam and associated infrastructure).
Pursuant to the tenement sale and sub-lease agreements the Company received shares and options in RFI equating to a shareholding of 43.8% on an undiluted basis and the Company nominated Mr Kieran Rodgers to the RFI Board.
$RFI's$ well-credentialled management team subsequently proceeded to acquire largest the exploration tenement portfolio in highly the prospective Mt Read Volcanics Belt of northwestern Additionally, RFI has entered into key Tasmania. strategic alliances with Zinifex Limited (Zinifex) and Geoinformatics Exploration Inc (Geoinformatics). Zinifex, the operator of the nearby Rosebery base metal mine, has committed to contribute A\$1.0
million to explore and generate new targets on the Hellyer leases, as part of its corporate strategy to increase its ore reserve base.
RFI's alliance with Geoinformatics provides for it to utilise its proven propriety data validation, processing and target generation technology on all of RFI's tenements in the Mt Read Volcanics Belt. The Geoinformatics alliance will enable RFI to efficiently evaluate its large ground position and commence exploration quickly.
The Company has granted RFI priority access to its modern and well maintained 1.5 mtpa Hellyer Mill. Access to the Hellyer Mill has the effect of significantly enhancing the project value of any discovery by RFI, and its alliance partners, by dramatically reducing the costs of achieving commercial production.
Subsequent to entering into all of the arrangements above, RFI lodged a prospectus on 16 August 2005 to raise A\$3.5 million through the issue of Shares and Options and list on the Australian Stock Exchange (ASX). Shareholders of the Company were granted a priority right to apply for Shares and Options in RFI.
The RFI prospectus was closed early on 29 September 2005 having been substantially over-subscribed support Intec following very strong from shareholders, brokers and institutions. RFI is expected to commence trading on ASX in mid-October at which time the Company will have a 22.1% undiluted interest.

Figure 11: Mr Mike Rosenstreich, Managing Director of RFI presenting during the Hellyer Mine Site visit on 15 September 2005 following the Burnie demonstration plant's official opening.
Hellyer Mill
The Hellyer Mill is a 1.5 mtpa crushing, grinding and flotation facility that dominates the northern part of the Mt Read Volcanics Belt. Although the significant components of the Hellyer Mill are not required for the Hellyer Metals Project, the Company is presently maintaining all components of the Mill under a comprehensive care and maintenance programme while management explore value realisation opportunities.
The principal focus of realising value from the Hellyer Mill has been the investigation of toll treatment opportunities with current and prospective regional producers, an example of which is the agreement entered into with RFI. Additionally, in June 2005 a preliminary test programme was conducted using one of the Hellyer tower mills to grind nickeliferous ore from Allegiance Mining's Avebury project located approximately 90km south of the Hellyer Mill. Subsequently, discussions between Allegiance Mining and the Company have been directed towards a larger trial testing a more conventional ball mill and flotation circuit within the Hellyer Mill as the precursor to possible commercial production of saleable nickel concentrates.
Intellectual Property
This comprises the Mt Gordon Copper and related processes which have either been divested and/or external parties sought to fund development activities.
Intec Gold Process (IGP)
Technical and commercial development activities continued during the year, albeit at a reduced level, on the IGP. Principal activities in this regard included the following:
- A successful five-week pilot plant campaign on refractory gold material supplied by Barrick Gold (the world's third largest gold producer);
- Laboratory testwork and desktop economic studies for a number of companies including Placer Dome and Rio Tinto; and
- The mandating of Argonaut Capital, a West Australian-based financial institution, to link the IGP with one or more refractory gold projects.
While the principal focus of the Company is rightly on the Hellyer Metals Project, resources have been applied to the technical and commercial development of the IGP because of its inherent environmental and economic advantages by comparison with competing process. The successful operation of the Burnie demonstration plant, which incorporates an IGP circuit, will provide a platform for the more rapid technical and commercial development of the IGP.
Other Intec Process Developments
Although afforded a lower priority than the Hellyer Metals Project and the IGP, technical development has continued on certain other applications of the Intec Process, in particular the Intec Copper Process (ICP), Intec Zinc Process (IZP) and the Intec Nickel Laterite Process (INLP). The decision to allocate
limited resources to the technical development of the ICP, IZP and INLP was based on an assessment of the commercial opportunities available and the potential synergies with the operation of the Burnie demonstration plant.
Finance and Corporate Matters
Board Changes
On 16 December 2004 Mr Gordon Toll resigned as a Non-executive Director of the Company and became the Alternate Director to Mr Ian Ross until ceasing to be so on 27 September 2005.
Mr Toll made a significant contribution as a Director, in particular his assistance in the development of the Intec Gold Process and his involvement in the funding of both the Company and the IGP pilot plant through his executive role with Ivanhoe Mines Ltd.
Also, Mr Philip Evans resigned as a Non-executive Director of the Company on 1 April 2005. Over the last ten years, Mr Evans has led the continuing close involvement with the Intec Process of H.G. Engineering, from which he recently stepped down as President. As Non-executive Director of Intec for the past four years, Mr Evans has availed the Company of his tremendous expertise, based on over 40 years experience in the operation and design of hydrometallurgical plants, particularly in relation to the IGP pilot plant and the Hellyer Metals Project. Mr Evans will retain an ongoing involvement with Intec through his involvement as a consultant to the Company in relation to the Burnie demonstration plant and BFS.
Finances
In early January 2005, the Company successfully completed an aggregate A\$12 million capital raising at 6.9 cents per share, comprising an A\$7 million
institutional placement lead managed by Grange Securities and RFC Corporate Finance and an A\$5 million Shareholder Purchase Plan underwritten by Grange Securities.
These funds have been principally being directed towards the demonstration plant programme, the completion of the BFS and general working capital requirements.
On 22 June 2005 the Metals and Energy Capital Division of Macquarie Bank Limited (MBL) committed to provide a secured A\$2,500,000 standby working capital facility to the Company while also taking a placement of A\$500,000 worth of shares at 6.9 cents per share. This placement was completed on 23 September 2005 following the execution of documentation for the A\$2.5 million Working Capital Facility. At the date of this report no drawdowns of funds under the facility have occurred.
As part of this transaction, Intec has agreed to mandate MBL to lead arrange the debt financing and associated hedging facilities for development of the Hellyer Metals Project. Additionally, MBL has submitted an Indicative Letter of Offer expressing its interest in financing possible additional project developments at Hellyer, either by extending the Facility amount or providing an additional Project Specifically, MBL will consider Debt Facility. providing finance for the proposed refurbishment and operation of the Hellyer Mill to enable processing of base metal ores from regional producers (see above).
At 30 June 2005, Intec Ltd group cash reserves were \$4,544,757 (2004 \$1, 104,495).
Directors' report
Your Directors present their report on the consolidated entity, consisting of Intec Ltd (Intec or the Company) and the entities which it controlled at the end of, or during, the year ended 30 June 2005.
Information on Directors
The names and details of the Directors of the Company in office during the financial year and on the date of this report are set out below. All were Directors for the whole of the financial year and they continue in office at the date of this report except Mr Evans who resigned on 1 April 2005 and Mr Toll who resigned on 16 December 2004 (refer below).
Richard H Jenkins
Non-executive Chairman
Mr Jenkins was an Executive Director of Macquarie Bank Limited from 1986 to 2001 and eventually coheaded Macquarie Investment Bank. He became a Non-executive Director of Intec on 22 March 2004 and was appointed Chairman on 25 May 2004. Mr Jenkins has not been a director of any other ASXlisted company in the last three years.
Philip R Wood (BA (Syd), LLB (Syd), ASIA) Managing Director and Chief Executive Officer
Mr Wood has qualified and practised as a legal and corporate adviser on local and international financial and commercial transactions in Sydney, New York, London and Hong Kong. He has been a Director of the Company since 1993. He was appointed Managing Director and Chief Executive Officer on 26 March 2001. He is responsible for implementation of corporate, financial and marketing strategies of the consolidated entity. Mr Wood has not been a director of any other ASX-listed company in the last three years.
A John Moyes (BA (Chem) (Macquarie)) Technical Director
Mr Moyes has over 30 years of experience in the mining and metals industry, encompassing minerals analysis, laboratory management, hydrometallurgical and electrochemical research, process development, plant design and project management. He has been a Director of the Company since 1995 and is presently its Technical Director. Mr Moyes has not been a director of any other ASX-listed company in the last three years.
Ian W Ross
Non-executive Director
Mr Ross has extensive corporate finance experience in Europe, North America, Africa, Australasia and Asia.
He was a founding director of a group of mining companies located in the People's Republic of China (PRC) which was acquired by the Ivanhoe group in 1994. His ensuing senior executive roles with Ivanhoe Capital Corporation included several years resident in the PRC as the Ivanhoe group's director and as vice chairman of Shanghai Land Corporation. Mr Ross is now resident in Sydney and was appointed a Nonexecutive Director of the Company on 19 September 2003. Mr Ross is a director of ASX-listed Union Resources Limited and has not been a director of any other ASX-listed company in the last three years.
Kenneth J Severs (BSc, C Eng, P Eng, FI Chem E) Non-executive Director
Mr Severs is a senior chemical engineer with over 40 years of experience in the mining and metals industry. He has worked at all levels of management in extractive metallurgy including research and development, operations, projects, design. consultancy, marketing and executive functions. He has held senior executive positions with a number of large mining companies including nine years (1990-1999) for the Rio Tinto group as Group Metallurgical Executive and 24 years (1964-1988) for the Anglo American Group. Mr Severs was Managing Director of Intec Copper from 1995 to December 1998. He was appointed a Non-executive Director of the Company on 26 March 2001 and was Chairman from 10 October 2001 until 25 May 2004. Mr Severs has not been a director of any other ASX-listed company in the last three years.
J Philip Evans
BSc (Met) (Birmingham UK), MCIMM
Mr Evans was appointed a Non-executive Director of the Company on 26 March 2001. Mr Evans resigned as a Director on 1 April 2005 but remains involved in the Company through the provision of engineering consultancy services to the Hellyer Metals Project. Mr Evans has not been a director of any other ASX-listed company in the last three years.
Gordon L Toll
BE Mining (Hons), MSc, MAusIMM
Mr Toll was a Director of the Company until 1 December 2004 and acted as the Alternate Director for Mr Ian Ross until 27 September 2005. During the past three years Mr Toll was a director of the following listed companies; Fortescue Metals Group Limited, Compass Resources NL, LinQ Capital Limited and Ivanhoe Mines Ltd.
Company Secretary
Mr Robert J Waring BEc, CA, FCIS, ASIA, FAICD Company Secretary
Mr Waring was appointed to the position of Company Secretary in 2001 and has over 33 years experience in financial and corporate roles including 15 years in company secretarial roles for ASX-listed companies and 11 years as a director of an ASX-listed company (including Platsearch NL for the past three years). He is a director of Oakhill Hamilton Pty Ltd, a company which provides secretarial and corporate advisory services to a range of listed and unlisted companies.
Meetings of Directors
The numbers of meetings of the Company's Board of Directors held and attended by each Director during the financial year ended 30 June 2005 were:
| Director | Full Meetings of Directors 1 |
Meetings attended |
|---|---|---|
| Richard H Jenkins 2 | 4 | 4 |
| Philip R Wood | 4 | 4 |
| A John Moyes | 4 | 4 |
| J Philip Evans (resigned | ||
| 01/04/05 | 3 | 2 |
| Ian W Ross 2 | 4 | 4 |
| Kenneth J Severs 2 | 4 | 4 |
| Gordon L Toll (resigned | ||
| 16/12/04 | 2 |
- Number of meetings held during the time the $\mathbb{R}^2$ Director held office.
- $\rightarrow$ Current members of the Audit Committee. During the financial year ended 30 June 2005, Audit Committee meetings were held on 26 August 2004 and 24 February 2005 and Messrs Jenkins, Ross and Severs attended these meetings. A further Audit Committee meeting was held on 26 August 2005 and recommended that the Board approve the Financial Report for the year ended 30 June 2005. Messrs Jenkins, Ross and Severs are current members of the Remuneration Committee which was established on 19 September 2003, and together with Mr Wood are members of the Corporate Governance Committee, formed on 25 May 2004 and which met on 26 August 2005.
Principal Activities
The principal activities of the consolidated entity during the financial year pertained to the development of the Hellyer Metals Project through application of its patented technology to recover metals out of the Hellyer tailings dam and the realisation of the potential value of other Hellyer-related assets.
Additionally the Company also continued to develop the IGP for the treatment of refractory gold in an economically and environmentally advantageous manner.
Operating Results
The net loss of the consolidated entity after providing for income tax amounted to $$3,560,701$ (2004 – loss $$2,034,064$ .
Dividends
No dividends were paid during the year and no recommendation is made as to payment of dividends.
Review of Operations
A review of the operations of the Company during the financial year and the results of those operations are contained in pages 2 to 8 in this report.
Earnings per share
| 2005 | -2004 - | |
|---|---|---|
| Cents: | Cents | |
| Basic earnings per share (loss) | (1.02) | (0.92) |
| Diluted earnings per share (loss) | (1.02) | (0.92) |
Likely Developments and Expected Results of Operations
The consolidated entity will continue to focus efforts on development of the Hellyer Metals Project with particular emphasis on the Burnie demonstration plant and the ensuing BFS.
Significant Changes in the State of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year not otherwise disclosed in this report or the financial report.
Matters Subsequent to the End of the Financial Year
On 23 September 2005, the Metals and Energy Capital Division of MBL and the Company and Intec Hellyer Metals Pty Ltd formally executed a secured A\$2,500,000 Working Capital Facility Agreement (the Agreement).
In consideration of MBL entering into the Agreement, the Company issued call options to MBL for the purchase of 15,000,000 Intec shares at 8 cents per share, expiring 30 June 2008.
A further issue of 10,000,000 options, on the same terms, will be made to MBL on first drawdown under the Agreement.
Additionally, MBL invested A\$500,000 to purchase 7,246,377 Intec shares, issued to MBL at 6.9 cents per share. These shares were allotted on 23 September 2005.
No other matters or circumstances have arisen since 30 June 2005 that have significantly affected or may significantly affect the consolidated entity's operations in future financial years, the results of those operations in future financial years or the consolidated entity's state of affairs in future financial years
Environmental Regulation
The consolidated entity's operations are presently subject to environmental regulation under the laws of the Commonwealth of Australia, the State of New South Wales and the State of Tasmania
Intec is licensed to operate under Section 55 of the Protection of the Environment Operations Act 1997 (NSW Environment Protection Authority) and the associated Protection of the Environment Operations (General) Regulation 1998. Intec Hellyer Metals Pty Ltd is licensed to operate premises in Tasmania under Section 25(5) of the Environmental Management and Pollution Control Act 1994 (Tas). The consolidated entity is at all times in full environmental compliance with the conditions of its licence.
Remuneration Report
The remuneration report is set out under the following main headings:
- Board policy for determining the nature and $(a)$ amount of remuneration;
- Details of remuneration; and (b)
- $(c)$ Share-based compensation.
- (a) Board policy for determining the nature and amount of remuneration
Executives
The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria:
- competitiveness and reasonableness;
- acceptability to shareholders;
- performance linkage/alignment of executive compensation;
- transparency; and
capital management.
The Company has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation.
Alignment to shareholders' interests:
- has economic profit in the medium term as a core component of plan design;
- focuses on sustained growth in shareholder wealth, consisting of growth in share price, and maximising return on presently available assets; and
- attracts and retains high calibre executives.
Alignment to programme participants' interests:
- rewards capability and experience;
- reflects competitive reward for contribution to growth in shareholder wealth;
- provides a clear structure for earning rewards; and
- provides recognition for contribution.
The framework provides a mix of fixed and variable pay, and a blend of short and long-term incentives. As executives gain seniority with the group, the balance of this mix shifts to a higher proportion of "at risk" rewards.
Non-executive Directors
Fees and payments to Non-executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors' fees and payments are reviewed annually by The Chairman's fees are determined the Board. independently to the fees of Non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration.
Directors' fees
The current base remuneration was last reviewed with effect from 1 January 2005.
Non-executive Directors' fees are determined within an aggregate Non-executive Directors' fee pool limit, which is periodically recommended for approval by The maximum currently stands at shareholders. \$200,000 per year in aggregate.
(b) Details of remuneration
Details of the nature and amount of each element of the emoluments of each of the Directors of Intec and each of the five senior executives of the Company and the consolidated entity who received the highest emoluments during the year ended 30 June 2005 are set out in the following tables.
| Directors of Intec | Directors' Fees |
Primary Cash Salaries |
Consulting Fees |
Post Employment Superannuation Options 1 Contributions |
Equity | Total |
|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | |||
| Richard H Jenkins | 43,349 | 3,901 | 47,250 | |||
| Philip R Wood | 245,924 | 21,357 | 267,281 | |||
| A John Moyes | 130,104 | 78,135 | 208,239 | |||
| J Philip Evans | ||||||
| (resigned $01/04/05$ ) | 28,125 | 2,510 | 30,635 | |||
| Kenneth J Severs | 39,375 | 1,971 | 41,346 | |||
| Gordon L Toll | ||||||
| (resigned $16/12/04$ ) | 17,389 | 17,389 | ||||
| Ian W Ross | 8,601 | 20,462 | 29,063 | |||
| Primary | Post Employment | Equity | ||||
| Other senior executives of the | Cash | Consulting | Superannuation Options 1 | Total | ||
| consolidated entity | Salaries | Fees | Contributions | |||
| \$ | \$ | S | \$ | \$ | ||
| Kieran G Rodgers | 184,463 | 16,050 | 33,568 | 234,081 | ||
| Frank Houllis 2 | 148,270 | 13,172 | 31,832 | 193,274 | ||
| Chung Ho Lam | 145,863 | 12,891 | 26,705 | 185,459 | ||
| Jean-Louis Huens | 135,039 | 11,766 | 21,579 | 168,384 | ||
| Andrew M Platts | 128,119 | 16,294 | 15,375 | 159,788 |
- An ASIC guidance release has clarified the treatment of options for inclusion in Directors' and Executives' remuneration. In accordance with this release the amounts disclosed above for remuneration relating to options are the assessed fair value of options at the date they were granted. Fair values have been assessed using the Black and Scholes option valuation methodology which takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the nontradeable nature of the options, the current price 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 total fair value is allocated to this reporting period since the options vest immediately on grant date. This amount has not been expensed in the profit and loss account.
- $\bar{2}$ Mr Houllis left the Company in August 2005 and his options are now forfeited.
(c) Share Options
At 30 June 2005 the Company had granted options over 1,275,000 unissued shares to former Directors and a former employee with an exercise price of \$0.49625 payable in full on or before 30 June 2009. These options were issued in 1999 and 2000.
At 30 June 2005 the Company had granted 7,057,122 options to employees, certain key consultants and Directors which are exercisable at any time until expiry on 16 July 2007 at an option exercise price of \$0.24625.
As at 30 June 2005 the Company had granted $4,626,008$ options to employees, certain key consultants and Directors which are exercisable at any time until expiry on 26 November 2008 at an option exercise price of \$0.10.
On 5 April 2005 the Company granted 6,087,213 options to employees and certain key consultants which are exercisable at any time until expiry on 24 February 2010 at an option exercise price of \$0.069.
The Directors have reviewed the value of the options issued during the financial year using the Black and Scholes option valuation methodology. On this basis the \$0.069 options had a value of approximately \$0.0363 each at 5 April 2005. Accordingly the total of these options values are included in the remuneration of senior executives as set out in this Remuneration Report.
The following options will be granted to Directors if approved at the 2005 Annual General Meeting:
| Richard Jenkins, Chairman | 318,419 |
|---|---|
| Philip R Wood, Managing Director & Chief | |
| Executive Officer | 1,014,590 |
| A John Moyes, Technical Director | 804,832 |
| J Philip Evans, Non-executive Director | 329,783 |
| Ian W Ross, Non-executive Director | 329,783 |
| Kenneth J Severs, Non-executive Director | 335,535 |
| Gordon L Toll, Non-executive Director | 329,783 |
The proposed options will be exercisable at any time until expiry on 24 February 2010 at an option exercise price of \$0.069.
No options were exercised during or since the end of the financial year.
Further information on remuneration of directors is set out in notes 6 and 30 to the financial statements Further information on remuneration of executives is set out in notes 6 and 27 to the financial statements.
Auditor's Remuneration
Non-audit services
The Company may decide to employ the auditor on assignments additional to its statutory audit duties where the auditor's expertise and experience with the Company and/or the consolidated entity are important.
Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set out below. The Directors have considered the position and, in accordance with the advice received from the Audit. Committee is satisfied that the provision of the nonaudit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001.
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 14.
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:
Assurance services
Audit services
PricewaterhouseCoopers Australian firm:
| Consolidated | ||
|---|---|---|
| 2005 - | - 2004 | |
| £ | \$ | |
| Audit and review of financial reports and other audit work under |
||
| the Corporations Act 2001 | 52,100 39,500 | |
| Audit of R&D Start Grant | 5,000 | - 2,500 |
Taxation services
PricewaterhouseCoopers Australian firm:
| Consolidated | |||
|---|---|---|---|
| 2005 2004 | |||
| Ж | |||
| Tax compliance services, including review of Company income tax |
|||
| returns | 17,795 12,193 |
Directors' Interests
The relevant interest of each Director (including their associates) in the share capital of the Company as at 30 June 2005 are set out in note 30 to the financial statements.
Insurance of Officers
The Company has, by Deed of Access, Indemnity and Insurance, paid a premium to insure the Directors and Company Secretary of the consolidated entity in respect of certain legal liabilities, including costs and expenses in successfully defending legal proceedings, whilst they remain as Directors and for seven years thereafter. The insurance contract prohibits the disclosure of the total amount of the premiums and a summary of the nature of the liabilities.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
Signed on 30 September 2005 in accordance with a resolution of the Board of Directors.
Philip R. Wood
Philip R Wood Managing Director & Chief Executive Officer
PRICEWATERHOUSE COPERS @
PricewaterhouseCoopers ABN 52 780 433 757
Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999
Auditors' Independence Declaration
As lead auditor for the audit of Intec Ltd for the year ended 30 June 2005, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Intec Ltd during the period.
Michelle Chrang
MW Chiang Partner PricewaterhouseCoopers
30 September 2005
Statements of financial performance for the year ended 30 June 2005
| Consolidated | Intec Ltd | ||||
|---|---|---|---|---|---|
| Note | 2005 | 2004 | 2005 | 2004 | |
| \$ | \$ | S | S | ||
| Revenue from ordinary activities | 3 | 2,214,857 | 1,868,559 | 1,260,953 | 4,195,090 |
| Equity share of losses of associated entities | (120, 680) | ||||
| Administration expense | (443, 322) | (425, 154) | (423, 877) | (417, 636) | |
| Depreciation and amortisation expenses | (208, 949) | (122, 515) | (144, 765) | (89,983) | |
| Employee benefits expenses | (2,749,007) | (2,278,461) | (1,617,642) | (2, 278, 370) | |
| Engineering and other consultants expenses | (21, 727) | (159, 783) | (8, 428) | (159, 783) | |
| Hellyer mill costs | (741, 177) | (227, 323) | |||
| Occupancy expense | (214, 447) | (219, 247) | (214, 447) | (219, 247) | |
| Marketing expense | (153, 052) | (180, 549) | (153, 052) | (180, 549) | |
| Provision against advances to controlled | |||||
| entity | (1,405,574) | (2,303,429) | |||
| Provision against investments in controlled | |||||
| entity | 11,030 | ||||
| Research and development expenses | (377, 134) | (428, 274) | (366, 671) | (428, 273) | |
| Other expenses from ordinary activities | (746, 063) | (406, 273) | (375, 597) | (319, 304) | |
| Loss from ordinary activities before | |||||
| income tax expense | 4 | (3,560,701) | (2,579,020) | (3,449,100) | (2,190,454) |
| Income tax (expense) benefit relating to ordinary activities |
5 | 544,956 | 156,390 | ||
| Net loss attributable to members of Intec | |||||
| Ltd | 24 | (3,560,701) | (2,034,064) | (3,449,100) | (2,034,064) |
| Basic and diluted earnings (loss) per | |||||
| share (cents per share) | 8 | (1.02) | (0.92) |
The above statements of financial performance should be read in conjunction with the accompanying notes.
Statements of financial position as at 30 June 2005
| Consolidated | Intec Ltd | ||||
|---|---|---|---|---|---|
| Note | 2005 | 2004 | 2005 | 2004 | |
| \$ | \$ | \$ | S | ||
| Current assets | |||||
| Cash assets | 9 | 4,544,757 | 1,104,495 | 4,189,323 | 1,071,481 |
| Receivables | 10 | 204,226 | 67,624 | 36,132 | 47,266 |
| Other current assets | 11 | 13,115 | 9,509 | 13,115 | 9,509 |
| Total current assets | 4,762,098 | 1,181,628 | 4,238,570 | 1,128,256 | |
| Non-current assets | |||||
| Receivables | 12 | 243,020 | 239,500 | 6,104,858 | 1,467,046 |
| Investments | 13 | 15,770 | 15,770 | ||
| Investments in associates accounted for using | |||||
| the equity method | 15 | 1,079,320 | |||
| Exploration and evaluation cost | 16 | 30,000 | 30,000 | ||
| Property, plant and equipment | 17 | 5,784,516 | 1,688,435 | 560,195 | 432,994 |
| Intangible assets | 18 | 10,000 | 10,000 | 10,000 | |
| Total non-current assets | 7,116,856 | 1,967,935 | 6,680,823 | 1,955,810 | |
| Total assets | 11,878,954 | 3,149,563 | 10,919,392 | 3,084,066 | |
| Current liabilities | |||||
| Payables | 19 | 1,316,167 | 515,902 | 310,534 | 450,405 |
| Provisions | 20 | 151,542 | 101,034 | 130,345 | 101,034 |
| Total current liabilities | 1,467,709 | 616,936 | 440,879 | 551,439 | |
| Non-current liabilities | |||||
| Provisions | 21 | 105,911 | 64,646 | 61,579 | 64,646 |
| Total non-current liabilities | 105,911 | 64,646 | 61,579 | 64,646 | |
| Total liabilities | 1,573,620 | 681,582 | 502,458 | 616,085 | |
| Net assets | 10,305,334 | 2,467,981 | 10,416,935 | 2,467,981 | |
| Equity | |||||
| Contributed equity | 22 | 45,242,213 | 33,844,159 | 45,242,213 | 33,844,159 |
| Accumulated losses | 24 | (34, 936, 879) | (31, 376, 178) | (34, 825, 278) | (31, 376, 178) |
| Total equity | 10,305,334 | 2,467,981 | 10,416,935 | 2,467,981 |
The above statements of financial position should be read in conjunction with the accompanying notes.
Statements of cash flows for the year ended 30 June 2005
| Consolidated | Intec Ltd | |||||
|---|---|---|---|---|---|---|
| Note | 2005 | 2004 | 2005 | 2004 | ||
| \$ | S | \$ | S | |||
| Cash flows from operating activities | ||||||
| Receipts from customers (inclusive of GST) | 74,306 | 54,384 | 53,851 | 39,255 | ||
| Payments to suppliers and employees | ||||||
| (inclusive of GST) | (5,164,880) | (4, 151, 145) | (4,335,973) | (3,873,056) | ||
| Interest received | 296,887 | 72,099 | 290,915 | 70,253 | ||
| Income Tax refund | 544,956 | 156,390 | ||||
| Shareholder contributions received | 875,000 | 875,000 | ||||
| Government grants received | 648,560 | 870,929 | 648,560 | 860,022 | ||
| Other Receipts | 1,042 | |||||
| Net cash (outflow) from operating activities $31(c)$ | (4, 145, 127) | (1,732,735) | (3,342,647) | (1,872,136) | ||
| Cash flows from investing activities | ||||||
| Payments for property, plant and equipment | (3,806,199) | (1,709,776) | (271,966) | (421, 805) | ||
| Payments for tenement security deposits | (3,520) | (239, 500) | ||||
| Payments to controlled entities | (4,665,599) | (1, 416, 346) | ||||
| Payments for exploration cost | (2,946) | (30,000) | (30,000) | |||
| Payments for intangible assets | (10,000) | (10,000) | ||||
| Net cash (outflow) from investing activities | (3,812,665) | (1,989,276) | (4,937,565) | (1,878,151) | ||
| Cash flows from financing activities | ||||||
| Proceeds from share issues | 11,959,381 | 4,278,705 | 11,959,381 | 4,278,705 | ||
| Share issue costs | (561, 327) | (185,790) | (561, 327) | (185,790) | ||
| Net cash inflow (outflow) from financing | ||||||
| activities | 11,398,054 | 4,092,915 | 11,398,054 | 4,092,915 | ||
| Net increase (decrease) in cash held | 3,440,262 | 370,904 | 3,117,842 | 342,628 | ||
| Cash at the beginning of the financial year | 1,104,495 | 733,591 | 1,071,481 | 728,853 | ||
| Cash at the end of the financial year | 31(a) | 4,544,757 | 1,104,495 | 4,189,323 | 1,071,481 | |
| Non-cash financing and investing activities | 31(b) | |||||
| Financing arrangements | 31(d) |
The above statements of cash flows should be read in conjunction with the accompanying notes.
Notes to the financial statements for the year cinded 30 June 2005
$1.$ Statement of significant accounting policies
Financial reporting framework
The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards. Urgent Issues Group Consensus Views and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial report covers the consolidated entity of Intec Ltd (the Company or parent entity) and its controlled entities, and Intec Ltd as the parent entity. Intec Ltd is an ASX listed public company, incorporated and domiciled in Australia.
The financial report has been prepared on an accruals basis and is based on historical costs and, except where stated, does not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.
The Company and controlled entities generated operating losses of \$3,560,701 and cash outflows from operations of \$4,145,127 in the year ended 30 June 2005 as the Company continues to work towards the commercialisation of the Intec Processes. As of balance date, the Company and controlled entities had net assets of \$10,305,334 and cash balances of \$4,544,757. The continuing viability of the consolidated entity and its ability to continue as going concerns and meet their debts as they fall due in future years are dependent upon:
- the Company being successful in negotiating and $\langle i \rangle$ obtaining additional funding;
- $(ii)$ the Company successfully implementing its business plan and in particular progressing the commercialisation of the Intec Processes; and
- (iii) the Company achieving success in effecting commercial transactions with industry participants.
As a result of these matters, there is significant uncertainty as to whether the Company and its controlled entities will continue as going concerns, and therefore, whether assets will be realised and liabilities and commitments settled in the normal course of business and at the amounts stated in the financial report.
However, the Directors believe that the consolidated entity will be successful in the above matters and,
accordingly, have prepared the financial report on a going concern basis. The Directors regularly monitor the Company's cash position and on an on-going basis consider a number of strategic and operational plans and initiatives to ensure that adequate funding continues to be available for the Company to meet its business objectives.
At this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 30 June 2005. Provisions have been made in the financial report relating to the recoverability of the asset carrying amounts, including the Company's investment in, and amount receivable from, its controlled entities, Intec Copper Pty Ltd and Intec Hellyer Metals Pty Ltd (refer notes 12 and 13). No other adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern.
Significant accounting policies
Accounting policies are selected and applied in a manner which ensures that the resultant financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions and other events is reported.
The Company has adopted relevant new and revised accounting standards and pronouncements with no material impact.
The following significant accounting policies have been adopted in the preparation and presentation of the financial report:
(a) Accounts payable
Trade payables and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services. The amounts are unsecured and are normally repayable within 30 days of recognition.
(b) Acquisition of assets
Assets acquired are recorded at the cost of acquisition, being the fair value of assets given up, shares issued or liabilities undertaken, determined as at the date of acquisition plus costs incidental to the acquisition.
for the year ended 30 June 2005
Statement of significant accounting $\frac{3}{2}$ , $\frac{3}{2}$ ndicies (contined)
In the event that settlement of all or part of the cash consideration given in the acquisition of an asset is deferred, the fair value of the purchase consideration is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.
$(c)$ Cash
For the purpose of the statement of cash flows, cash includes:
- cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and
- investments in money market instruments with less than 60 days to maturity.
(d) Comparative figures
Where required comparative figures have been adjusted to conform with changes in presentation for the current financial year.
(e) Depreciation
Depreciation is provided on plant and equipment.
Depreciation provided on plant and equipment is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life. The following estimated useful lives are used in the calculation of depreciation:
| Computer equipment | -2-3 years |
|---|---|
| Office furniture and equipment | 3-8 years |
| Plant and equipment | 4-7 years |
(f) Employee entitlements
Provision is made for the consolidated entity's liability for employee entitlements, including on-costs, in respect of wages and salaries, annual leave and long service leave arising from service rendered by employees to balance date.
Provisions made in respect of wages and salaries, annual leave, and long service leave expected to be settled within 12 months, are measured at the amounts expected to be paid when the liability is settled.
Provisions made in respect of other employee entitlements which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date and take into account the expected future wages, experience of departures, periods of service and market yields.
Contributions are made by the consolidated entity to employee superannuation funds and are charged as expenses when incurred.
The Company operates an informal ownership based remuneration plan, details of which are provided in note 27 to the financial statements. No accounting entries are made in relation to the Intec Option Plan until options are exercised at which time the amounts receivable are recognised in the statement of financial position as share capital.
(g) Exploration and Development Cost
Exploration, evaluation and development cost incurred are accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet. reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
(h) Foreign currency
Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are translated at the rates of exchange ruling on that date.
Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or losses in the statement of financial performance in the financial year in which the exchange rates change.
(i) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
for the year ended 30 June 2005
-
- Sutema of significant accounting policies (confinned)
- (a) Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
- (b) For receivables and payables which are recognised inclusive of GST.
The gross amounts of GST recoverable from, or payable to, the taxation authority are included as part of receivables or payables.
(i) Income tax
The economic entity adopts the income statement liability method of tax-effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences.
Timing differences, which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income, are brought to account as either a provision for deferred income tax, or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received, or the liability will become payable.
Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.
The amount of benefits which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the tax legislation.
(k) Intangible assets
Intellectual property $(i)$
Costs incurred in respect of intellectual property are capitalised to the extent that it is expected that the asset may be realised in the future.
(ii) Research and development
Costs incurred on research and development are written off in the year in which they are incurred.
No value has been attributed to the Company's patents or the Company's underlying proprietary technologies, because their values are presently difficult to quantify.
(I) Investments
Non-current investments in controlled entities are measured on the cost basis. The carrying amount of non-current investments is reviewed annually by Directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the underlying net assets for other non-listed investments. The expected net cash flows from investments have not been discounted to their present value in determining the recoverable amounts.
(m) Loss per share
Basic and diluted loss per share are determined by dividing the net loss after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted number of ordinary shares outstanding during the financial year. No adjustment has been made to the basic loss per share for any options issued by the Company as outlined in note 8 as they are not considered potential ordinary shares at reporting date and are not therefore dilutive.
(n) Principles of consolidation
The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the consolidated entity, being the Company (the parent entity) and its controlled entities as defined in Accounting Standard AASB 1024 'Consolidated Accounts'. A list of controlled entities appears in note 14 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.
The consolidated financial statements include the information and results of each controlled entity from the date on which the Company obtains control and until such time as the Company ceases to control such entity. Investments in associates are accounted for in the consolidated financial statements using the equity method. Associates are those entities over which the consolidated entity exercises significant influence, but not control.
for the year ended 30 june 2005
Statement of significant $\mathbb{R}^n$ – acuming policies (continued)
In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the consolidated entity, are eliminated in full.
(o) Receivables
Trade receivables and other receivables are recorded at amounts due less any provision for doubtful debts as they are due for settlement no more than 30 days from recognition.
(p) Recoverable amount of non-current assets
The recoverable amount of an asset is the net amount expected to be recovered through the cash inflows and outflows arising from its continued use and subsequent disposal.
The carrying amounts of non-current assets are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower value.
In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value, except where specifically stated.
Revenue recognition $\left( q\right)$
Sale of Goods and Disposal of Assets $(i)$
Revenue from the sale of goods and disposal of other assets is recognised when the consolidated entity has passed control of the goods or other assets to the buyer.
(ii) Interest Income
Interest income is recognised on an accrual basis, taking into account the interest rates applicable to financial assets.
(iii) Management Fees
Management fees are charged to controlled entities on a cost basis for services provided.
(iv) Consulting services
Revenue from consulting services are recognised using the percentage-of-completion method for fixedfee arrangements or as the services are provided for time-and-materials arrangements.
(v) General
All revenue is stated net of goods and services tax $(GST)$ .
2. Segment information
The consolidated entity operates in one business segment and one geographical segment only being research, development and commercialisation of its hydrometallurgical technology in Australia
| Consolidated | Intec Ltd | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | S | \$ | \$ | ||
| 3. | Revenue | ||||
| Revenue from operating activities | |||||
| Management fees - controlled entity | 272,523 | 2,354,129 | |||
| Consulting fees | 48,955 | 49,489 | 48,955 | 35,686 | |
| 48,955 | 49,489 | 321,478 | 2,389,815 | ||
| Revenue from outside the operating activities | |||||
| Interest – other entities | 296,887 | 72,099 | 290,915 | 70,253 | |
| Government grants received | 648,560 | 870,929 | 648,560 | 860,022 | |
| Shareholder contributions received | 875,000 | 875,000 | |||
| Proceeds from sale of tenements | 1,200,000 | ||||
| Other income | 20,455 | 1,042 | |||
| 2,165,902 | 1,819,070 | 939,475 | 1,805,275 | ||
| Total revenue from ordinary activities | 2,214,857 | 1,868,559 | 1,260,953 | 4,195,090 | |
Notes to the financial statements for the year chiled 30 June 2005
$\overline{4}$ . Loss from ordinary activities
Loss from ordinary activities before income tax has been determined after charging/(crediting) the following net gains or expenses:
Expenses
| Consolidated | Intec Ltd | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$ | \$ | S | S | |
| Depreciation of non-current assets: | ||||
| Computer equipment | 26,393 | 33,103 | 26,393 | 33,103 |
| Office furniture and equipment | 338 | 436 | 338 | 436 |
| Plant and equipment | 182,218 | 88,976 | 118,034 | 56,444 |
| Total Depreciation | 208,949 | 122,515 | 144,765 | 89,983 |
| Transfers to (from) provisions: | ||||
| Annual leave | 50,508 | 11,816 | 50,508 | 11,816 |
| Long service leave | 41,265 | 21,684 | 41,265 | 21,684 |
| Advances to controlled entities | 1,405,574 | 2,303,429 | ||
| Diminution of investments | (11,030) | |||
| Operating lease rental expenses | 214,447 | 213,881 | 214,447 | 213,881 |
| Research and development | 633,814 | 428,274 | 366,671 | 428,273 |
| Net gains | ||||
| Net gain (loss) from disposal of tenements | 1,167,054 |
5. Income tax
(a) The prima facie income tax on pre-tax operating loss reconciles to the income tax expense/benefit in the financial statements as follows:
| Loss from ordinary activities before income tax | (3,560,701) | (2,579,022) | (3, 449, 100) | (2,190,454) |
|---|---|---|---|---|
| Prima facie income tax benefit calculated at $30\%$ (2003 – 30%) of operating loss Tax effect of permanent differences: |
(1,068,210) | (773, 707) | (1,034,730) | (657, 136) |
| Provision for diminution of investments | (3,309) | |||
| Other non allowable items | 3,397 | 1,727 | 3,397 | 1,727 |
| Future income tax benefits not recognised | 1,064,813 | 771,980 | 1,031,333 | 658,718 |
| Refund of R&D tax offset | 544,956 | $\blacksquare$ | 156,390 | |
| Income tax benefit attributable to operating | ||||
| loss | 544,956 | 156,390 |
(b) Future income tax benefit not recognised
The potential future income tax benefit calculated at $30\%$ (2004 – $30\%$ ) arising from tax losses and timing differences has not been recognised as an asset because recoverability is not virtually certain.
| Revenue tax losses | 10,127,858 | 8.969.816 | 2.053.546 | 1.389.025 |
|---|---|---|---|---|
| Timing differences (net) | 339.766 | 282.023 | 4,901,543 | 4,320,888 |
| Total | 10,467,624 | 9.251.839 | 6,955,089 | 5,709,913 |
for the year caded 30 June 2005
Income tax (continued) Š.
The taxation benefits of tax losses and timing differences not brought to account will only be obtained if:
- the Company and the consolidated entity derive further assessable income of a nature and of an $\hat{U}$ amount sufficient to enable the benefit from the deductions to be realised;
- the Company and the consolidated entity continue to comply with the conditions for deductibility $\overrightarrow{11}$ imposed by the tax legislation; and
- no changes in tax legislation adversely affect the Company's and the consolidated entity's ability in $\overline{m}$ realising the benefit from the deductions for the losses.
Tax consolidation legislation
At the date of the report, the Directors have not yet made a formal decision to adopt the tax consolidation legislation.
While the company has carried forward tax losses, no future income tax benefit has been recognised in relation to those losses. No adjustment is therefore required as a result of the mandatory provisions of the tax consolidation legislation. Should the company not elect to adopt the legislation, the future income tax benefit in respect of tax losses not bought to account will only be obtained if the company itself derives future assessable income to recoup these losses, continues to comply with the conditions for deductibility imposed by tax legislation and no changes in tax legislation adversely affect the company in realising the benefit.
Remuneration of Directors and executive officers 6.
(a) Principles used to determine the nature and amount of remuneration
The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
- competitiveness and reasonableness;
- acceptability to shareholders;
- performance linkage/alignment of executive compensation;
- transparency; and
- capital management.
The Company has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation.
Alignment to shareholders' interests:
- has economic profit as a core component of plan design;
- focuses on sustained growth in shareholder wealth, consisting of growth in share price, and delivering constant return on assets as well as focusing the executive on key non-financial drivers of value; and
- attracts and retains high calibre executives.
Alignment to programme participants' interests:
- rewards capability and experience; ٠
- reflects competitive reward for contribution to growth in shareholder wealth;
- provides a clear structure for earning rewards; and ٠
- provides recognition for contribution.
Notes to the financial statements for the year ended 30 June 2005
Ó. Remuneration of Diractors and executive officers (continued)
The framework provides a mix of fixed and variable pay, and a blend of short and long-term incentives. As executives gain seniority with the group, the balance of this mix shifts to a higher proportion of "at risk" rewards.
Non-executive Directors
Fees and payments to non-executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors' fees and payments are reviewed annually by the Board. The Chairman's fees are determined independently to the fees of Non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration.
Directors' fees
The current base remuneration was last reviewed with effect from 1 January 2005.
Non-executive Directors' fees are determined within an aggregate Non-executive Directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at \$200,000 per year in aggregate.
(b) Directors
| Consolidated | Intec Ltd | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004. | |
| $\sim$ $\sim$ | ||||
| The aggregate of income, including superannuation and |
retirement benefits, paid or payable, or otherwise made available,
in respect of the financial year, to all Directors, of each entity in
the consolidated entity, directly or indirectly, by the entities in $\mathbf{L} \cdot \mathbf{L} = \mathbf{L}$ $11.00 - 1.00$ $\mathbf{L}$
| which they are directors or by any related party | 657,602 641,203 |
641,203 | 657,602 | |||
|---|---|---|---|---|---|---|
| Cash Salary |
Primary Director's Fees |
Consulting Fees |
Post Employment Superannuation Contributions |
Equity Options |
Total | |
| 2005 | S | S | \$ | Ŝ | \$ | S |
| Mr RH Jenkins | ||||||
| Chairman | 43,349 | 3,901 | 47,250 | |||
| Mr KJ Severs | ||||||
| Non-executive Director | 39,375 | 1,971 | 41,346 | |||
| Mr PR Wood Managing Director |
||||||
| Chief Executive Officer | 245,924 | 21,357 | 267,281 | |||
| Mr AJ Moyes | ||||||
| Technical Director | 130,104 | 78,135 | 208,239 | |||
| Mr JP Evans Non-executive Director (resigned $01/04/2005$ ) |
28,125 | 2,510 | 30,635 | |||
| Mr GL Toll | ||||||
| Non-executive Director (resigned $16/12/2004$ ) Mr IW Ross |
17,389 | 17,389 | ||||
| Non-executive Director | 8,601 | 20,462 | 29,063 | |||
| 376.028 | 136.839 | 4.481 | 123.855 | 641.203 |
Intec Ltd
\$
2004
691,846
\$
2005
940,986
Notes to the financial statements
for the year ended 30 june 2005
$\widehat{\mathbb{G}}$ . Remineration of Directors and executive officers (continued)
| Cash Salaries |
Primary Director's Fees |
Consulting Fees |
Post Employment Superannuation Contributions |
Equity Options |
Total | |
|---|---|---|---|---|---|---|
| 2004 | \$ | \$ | \$ | \$ | S | S |
| Mr RH Jenkins | ||||||
| Chairman | 10,217 | 920. | $\overline{\phantom{0}}$ | 11,137 | ||
| Mr KJ Severs | ||||||
| Non-executive Director | 44,180 | 16,380 | 3,465 | 64,025 | ||
| Mr PR Wood | ||||||
| Managing Director | ||||||
| Chief Executive Officer | 215,490 | 19,394 | 14,085 | 248,969 | ||
| Mr AJ Moyes | ||||||
| Technical Director | 115,750 | 75,000 | 18,612 | 209,362 | ||
| Mr JP Evans | ||||||
| Non-executive Director | 37,500 | 5,925 | 2,842 | 46,267 | ||
| Mr GL Toll | ||||||
| Non-executive Director | 37,500 | 2,842 | 40,342 | |||
| Mr IW Ross | ||||||
| Non-executive Director | 34,404 | 3,096 | 37,500 | |||
| 331,240 | 163,801 | 22,305 | 98,410 | 41,846 | 657,602 |
Consolidated
$\mathbb{S}$
2004
691,846
\$
2005
940,986
(b) Executive officers
| The aggregate of income paid or payable, or |
|---|
| otherwise made available, in respect of the financial |
| year, to each of the five named executive officers of |
| the Company having the greatest authority for the |
| strategic direction and management of the Company, |
| directly or indirectly, by the Company or by any |
| related party. |
| Primary | Equity | ||||
|---|---|---|---|---|---|
| 2005 | Salary S |
Superannuation Contributions S |
Options \$ |
Total \$ |
|
| Mr KG Rodgers | |||||
| Chief Financial Officer | 184,463 | 16,050 | 33,568 | 234,081 | |
| Mr F Houllis 1 | |||||
| Process Development Manager | 148,270 | 13,172 | 31,832 | 193,274 | |
| Mr CH Lam | |||||
| Senior Process Engineer IT Manager | 145,863 | 12,891 | 26,705 | 185,459 | |
| Mr JL Huens | |||||
| Chief Operating Officer | 135,039 | 11.766 | 21.579 | 168,384 | |
| Mr AM Platts | |||||
| General Manager, Hellyer Metals Project | 128,119 | 16,294 | 15,375 | 159,788 | |
| 741.754 | 70,173 | 129,059 | 940.986 |
All of the above persons were specified executives for the whole of the financial year ended 30 June 2005.
Mr Houllis left the Company in August 2005 and his options are now forfeited. $\mathbf 1$
for the year ended 30 June 2005
Remuneration of Diractors and executive officers (continued) $\mathcal{E}_{\rm R}$ .
| Primary Salary |
Consulting Fees |
Superannuation Contributions |
Equity Options |
Total | |
|---|---|---|---|---|---|
| 2004 | \$ | Š, | S | \$ | \$ |
| Mr KG Rodgers | |||||
| Chief Financial Officer | 160,000 | 14,400 | 10,627 | 185,027 | |
| Mr CH Lam | |||||
| Senior Process Engineer | |||||
| IT Manager | 125,000 | 11,250 | 16,575 | 152,825 | |
| Mr JL Huens | |||||
| Chief Operating Officer | 125,000 | 11,250 | 12,847 | 149,097 | |
| Mr F Houllis 1 | |||||
| Process Development | |||||
| Manager | 125,000 | 11,250 | 10,858 | 147,108 | |
| Mr RJ Waring | |||||
| Company Secretary | 55,160 | 2,629 | 57,789 | ||
| 535,000 | 55,160 | 48,150 | 53,536 | 691,846 |
Mr Houllis left the Company in August 2005 and his options are now forfeited.
(c) Service agreements
Remuneration and other terms of employment for the Managing Director and Chief Executive Officer, Technical Director and the specified executives are formalised in either service agreements or letters of employment. Each of these service agreements and letters of employment provide for the provision of long service leave to accrue at a rate of 0.87 weeks per year up to 10 years' service and 2 weeks per year for each additional year of service, and participation in the Intec Option Plan.
Each service agreement and letter of employment provides the remuneration rate to be paid to the employee. All salaries are paid monthly by direct bank deposit. Full details of remuneration paid are included in the table in part (b) of this note. Other major provisions relating to remuneration are set out below.
Directors
Philip R Wood
Mr Wood's service agreement provides for 12 months written notice with termination payment of 12 months salary by the Company or six months written notice by Mr Wood.
A John Moyes
Mr Moyes' service agreement provides for 12 months written notice with termination payment of 12 months salary by the Company or six months written notice by Mr Moyes.
Executives
Kieran G Rodgers
Mr Rodgers' letter of employment includes a termination requirement by either party of one month's written notice with 16 weeks severance pay if made redundant within five years and a further two weeks pay for each successive year of service.
Chung Ho Lam
Mr Lam's letter of employment includes a termination requirement by either party of one month's written notice with 16 weeks severance pay if made redundant within five years and a further two weeks pay for each successive year of service.
for the year ended 30 June 2005
Ĝ. Remnacration of Directors and executive officuts (continued)
Jean-Louis Huens
Mr Huens' letter of employment includes a termination requirement by either party of one month's written notice with four weeks severance pay if made redundant within two years and a further two weeks pay for each successive year of service.
Andrew M Platts
Mr Platts' letter of employment includes a termination requirement of one month's written notice with four weeks severance pay if made redundant within two years and a further two weeks pay for each successive year of service.
Frank Houllis
Mr Houllis resigned on 14 August 2005.
(d) Share-based compensation
Options are granted to Directors and executive officers under the Intec Option Plan details of which are included in note 27.
At 30 June 2005 the Company had granted options over 1,275,000 unissued shares to former Directors and a former employee with an exercise price of \$0.49625 payable in full on or before 30 June 2009. These options were issued in 1999 and 2000.
At 30 June 2005 the Company had granted 7,057,122 options to employees, certain key consultants and Directors which are exercisable at any time until expiry on 16 July 2007 at an option exercise price of \$0.24625.
As at 30 June 2005 the Company had granted 4,626,008 options to employees, certain key consultants and Directors which are exercisable at any time until expiry on 26 November 2008 at an option exercise price of \$0.10.
On 5 April 2005 the Company granted 6,087,213 options to employees and certain key consultants which are exercisable at any time until expiry on 24 February 2010 at an option exercise price of \$0.069.
No options were granted to Directors during the year ended 30 June 2005. Details of Director shareholdings and options held are set out in note 30. Details of shareholdings and options granted to Executives are set out in note 27. Further details on all options granted are disclosed in note 23.
The Directors have reviewed the value of the options issued during the financial year using the Black and Scholes option valuation methodology. On this basis the \$0.069 options have a value of approximately \$0.0363 each at 5 April 2005. Accordingly the total of these options values are included in the remuneration of senior executives as set out in this Note.
The following options will be granted to Directors if approved at the 2005 Annual General Meeting:
| Richard Jenkins, Chairman | 318,419 |
|---|---|
| Philip R Wood, Managing Director & Chief Executive Officer | 1,014,590 |
| A John Moyes, Technical Director | 804,832 |
| J Philip Evans, Non-executive Director | 329,783 |
| Ian W Ross, Non-executive Director | 329,783 |
| Kenneth J Severs, Non-executive Director | 335,535 |
| Gordon L Toll, Non-executive Director | 329.783 |
The proposed options will be exercisable at any time until expiry on 24 February 2010 at an option exercise price of \$0.069.
No options were exercised during or since the end of the financial year.
for the year ended 30 June 2005
| Consolidated | Intec Ltd | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004. | |||
| \$ | S | \$ | S. | |||
| 7. | Remuneration of auditors | |||||
| Remuneration of the auditor of the parent | ||||||
| entity for PricewaterhouseCoopers - Australian | ||||||
| firm – audit or review of the financial reports | 52,100 | 39,500 | 52,100 | 39,500 | ||
| Non audit services | ||||||
| Taxation services | 17,795 | 12,193 | 17,795 | 12,193 | ||
| Audit of R&D Start Grant | 5,000 | 2,500 | 5,000 | 2,500 | ||
| 74,895 | 54,193 | 74,895 | 54,193 | |||
| 8. | Loss per share | |||||
| 2005 | 2004 | |||||
| Basic and diluted earnings (loss) per share | ||||||
| (cents per share) | (1.02) | (0.92) | ||||
| Weighted average number of ordinary shares | ||||||
| outstanding during the year used in calculation | ||||||
| of basic and diluted earnings (loss) per share | 349,602,479 | 221,713,953 | ||||
| The options outlined in note 23 are not considered potential ordinary shares at reporting date and are not therefore dilutive. |
||||||
| Loss used in calculation of basic and diluted | ||||||
| loss per share is the net loss for the financial | ||||||
| year: | (3,560,701) | (2,034,064) | ||||
| 9, | Cash assets | |||||
| Cash at bank and on hand | 427,483 | 335,177 | 72,049 | 302,164 | ||
| Bank accepted bills and deposits at call | 4,117,274 | 769,318 | 4,117,274 | 769,317 | ||
| 4,544,757 | 1,104,495 | 4,189,323 | 1,071,481 | |||
| 10. | Current receivables | |||||
| GST receivables | 183,127 | 46,124 | 15,132 | |||
| Other receivables | 21,099 | 21,500 | 21,000 | 25,766 21,500 |
||
| 204,226 | 67,624 | 36,132 | 47,266 | |||
| 11. | Other current assets | |||||
| Prepayments | 13,115 | 9,509 | 13,115 | 9,509 | ||
| 13,115 | 9,509 | 13,115 | 9,509 | |||
| 12. | Non-current receivables | |||||
| Amount due from wholly owned controlled | ||||||
| entities | 15,356,577 | 9,313,191 | ||||
| Provision for diminution in value (refer note | ||||||
| 30) | (9,251,719) | (7, 846, 145) | ||||
| Tenement securities deposits | 243,020 | 239,500 | ||||
| 243,020 | 239,500 | 6,104,858 | 1,467,046 |
for the year ended 30 June 2005
| Consolidated | Intec Ltd | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| S | S | \$ | S | |
| 13. Non-current investments | ||||
| Unlisted investments - at cost | ||||
| Shares in controlled entities (refer note 14) | 6,035,504 | 6,035,504 | ||
| Provision for diminution in value (refer note 30) | $\blacksquare$ | (6,019,734) | (6,019,734) | |
| 15,770 | 15,770 |
14. Investments in controlled entities
| Ownership | Ownership | |||
|---|---|---|---|---|
| Country of | Class of | interest | interest | |
| Name of controlled entity | incorporation | shares | $2005 (^{\circ}\%)$ | $2004$ (%) |
| Intec Copper Pty Ltd | Australia | Ordinary | 100 | 100. |
| Intec Hellyer Metals Pty Ltd | Australia | Ordinary | 100 | 100. |
15. Investment in associates accounted for using the equity method
(a) Details of associate:
| Ownership interest | Carrying amount | |||||
|---|---|---|---|---|---|---|
| Name of Associate | Principal Activities | 2005 | 2004 | 2005 | 2004 | |
| $\frac{0}{4}$ | $\frac{0}{a}$ | \$ | \$ | |||
| Resource Finance and | General Exploration and | |||||
| Investments Limited | evaluation | 43.8356 | 1,079,320 | |||
| Carrying amount | ||||||
| 2005 | 2004 | |||||
| \$ | \$ | |||||
| (b) | Share of reserves attributable to associates: | |||||
| Share of associates' profits taken up in the consolidated financial statements | ||||||
| Operating profit (loss) before tax | (120, 680) | |||||
| Income tax expense | ||||||
| Net operating profit after income tax as shown in the Statement of Financial | ||||||
| Performance | (120, 680) | |||||
| Retained earnings at beginning of period | ||||||
| Retained earnings at end of period | (120, 680) | |||||
| (c) | Movement in equity accounted investment | |||||
| Carrying amount of investment at beginning of financial year | ||||||
| Share of associates' current year losses after tax (refer (b)) | (120, 680) | |||||
| Acquisition of investment | 1,200,000 | |||||
| Carrying amount of investment at end of financial year | 1,079,320 | |||||
| Summary of financial position of associated entity: | ||||||
| Current assets | 543,737 | |||||
| Current liabilities | (70, 488) | |||||
| Non-current assets | 1,553,504 | |||||
| 2,026,753 |
for the year ended 30 June 2005
| Consolidated | Intec Ltd | ||
|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 |
| \$ | S | \$ | S |
| 30,000 | 30,000 | ||
| 30,000 | 30,000 | ||
| (32, 946) | |||
| (30,000) | |||
| 2,946 | |||
| 30,000 | 30,000 | ||
At 30 June 2004 this expenditure related to mining and exploration properties associated with the Hellyer Metals Project. These properties were sold to Resource Finance and Investments Limited (RFI) during the year for a consideration of 8 million RFI shares at an issue price of 15 cents per share and 2 million RFI options exercisable at 25 cents per share on or before 31 July 2007 (note 15a).
| Consolidated | Intec Ltd | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| \$ | \$ | \$ | S | |
| 17. Property, plant and equipment | ||||
| Computer equipment | ||||
| at cost | 138,837 | 122,594 | 138,837 | 122,595 |
| accumulated depreciation | (107, 903) | (81, 510) | (107, 903) | (81,510) |
| 30,934 | 41,084 | 30,934 | 41,085 | |
| Office furniture and equipment | ||||
| at cost | 13,887 | 13,887 | 13,887 | 13,887 |
| accumulated depreciation | (12, 301) | (11, 963) | (12,301) | (11,963) |
| 1,586 | 1,924 | 1,586 | 1,924 | |
| Plant and equipment | ||||
| at cost | 2,058,508 | 1,802,785 | 770,535 | 514,811 |
| accumulated depreciation | (339, 576) | (157, 358) | (242, 860) | (124, 826) |
| 1,718,932 | 1,645,427 | 527,675 | 389,985 | |
| Plant and equipment in the course of |
||||
| construction | 4,033,064 | |||
| Total property, plant and equipment | 5,784,516 | 1,688,435 | 560,195 | 432,994 |
for the year ended 30 june 2005
18.
19.
17. Property, plant and equipment (continued)
Reconciliation of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current and previous financial years are set out below:
| equipment | Office Computer furniture and equipment |
equipment | Plant and equipment in Plant and the course of construction |
Total | |
|---|---|---|---|---|---|
| 2005 | \$ | \$ | \$ | \$ | \$ |
| Consolidated | |||||
| Balance at 30 June 2004 | 41,085 | 1,924 | 1,645,427 | 1,688,436 | |
| Additions | 16,242 | 255,723 | 4,033,064 | 4,305,029 | |
| Depreciation Expense Disposals |
(26, 393) | (338) | (182, 218) | (208, 949) | |
| Balance at 30 June 2005 | 30,934 | 1,586 | 1,718,932 | 4,033,064 | 5,784,516 |
| Intec Ltd | |||||
| Balance at 30 June 2004 | 41,085 | 1,924 | 389,985 | 432,994 | |
| Additions | 16,242 | 255,724 | 271,966 | ||
| Depreciation Expense Disposals |
(26, 393) | (338) | (118, 034) | (144, 765) | |
| Balance at 30 June 2005 | 30,934 | 1,586 | 527,675 | $\overline{\phantom{a}}$ | 560,195 |
| 2004 | |||||
| Consolidated | |||||
| Balance at 30 June 2003 | 45,788 | 2,360 | 53,026 | 101,174 | |
| Additions | 28,399 | 1,681,377 | 1,709,776 | ||
| Depreciation Expense | (33, 103) | (436) | (88,976) | (122, 515) | |
| Disposals | |||||
| Balance at 30 June 2004 | 41,084 | 1,924 | 1,645,427 | $\overline{\phantom{a}}$ | 1,688,435 |
| Intec Ltd | |||||
| Balance at 30 June 2003 | 45,788 | 2,360 | 53,026 | 101,174 | |
| Additions | 28,400 | 393,403 | 421,803 | ||
| Depreciation Expense Disposals |
(33, 103) | (436) | (56, 444) | (89, 983) | |
| Balance at 30 June 2004 | 41,085 | 1,924 | 389,985 | 432,994 | |
| Consolidated | Intec Ltd | ||||
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | S. | S | |||
| Intangible assets | |||||
| Intellectual property | 10,000 | 10,000 | 10,000 | ||
| Current payables | |||||
| Unsecured: | |||||
| Trade payables | 567,904 | 224,033 | 111,151 | 183,811 | |
| Other creditors | 738,168 | 289,414 | 189,288 | 264,136 | |
| Unearned interest | 10,095 | 2,455 | 10,095 | 2,458 | |
| 1,316,167 | 515,902 | 310,534 | 450,405 |
for the year ended 30 June 2005
| Consolidated | Intec Ltd | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | \$ | \$ | S | ||
| 20. Current provisions | |||||
| Employee benefits (refer note 27) | 151,542 | 101.034 | 130,345 | 101,034 | |
| 21. Non-current provisions | |||||
| Employee benefits (refer note 27) | 105,911 | 64,646 | 61,579 | 64,646 | |
| 22. Contributed equity | |||||
| fully 424,679,602 ordinary shares paid $(2004 - 248, 662, 632)$ |
45,242,213 | 33.844.159 | 45,242,213 | 33,844,159 |
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Movement in ordinary share capital
| Balance at beginning of year | 33,844,159 | 29,751,244 | 33,844,159 | 29,751,244 |
|---|---|---|---|---|
| Shares issued during year | ||||
| 119,304,652 (2004 - 15,000,000) issued in | ||||
| placements to institutional and other | ||||
| investors at 6.9 cents per share | 8,232,021 | 1,650,000 | 8,232,021 | 1,650,000 |
| 56,712,318 (2004 - nil) issued pursuant to a | ||||
| shareholder purchase plan at 6.9 cents per | ||||
| share | 3,913,150 | 3,913,150 | ||
| Nil $(2004 - 87,623,490)$ issued pursuant to | ||||
| a three for five rights issue at 3 cents per | ||||
| share | 2,628,705 | 2,628,705 | ||
| Transaction costs relating to share issues | ||||
| during the year. | (747, 117) | (185,790) | (747, 117) | (185,790) |
| Balance at end of year | 45,242,213 | 33,844,159 | 45,242,213 | 33,844,159 |
23. Options
Consolidated and parent entity
2005
| Issue Date |
Expiry Date |
Exercise Price |
Number on issue $30$ June 2004 |
Granted during vear |
during year |
Lapsed Exercised during vear |
Number on issue 30 June 2005 |
|---|---|---|---|---|---|---|---|
| 16.07.2002 16.07.2007 | \$0.24625 | 2,775,175 | $\overline{\phantom{a}}$ | 2,775,175 | |||
| 20.11.2002 16.07.2007 | \$0.24625 | 4,281,947 | $\overline{\phantom{0}}$ | - | 4,281,947 | ||
| 26.11.2003 26.11.2008 | \$0.10 | 4,626,008 | $\overline{\phantom{0}}$ | 4,626,008 | |||
| 1999 to 2000 30.06.2009 | \$0.49625 | 1,275,000 | - | 1,275,000 | |||
| 05.04.2005 24.02.2010 | \$0.069 | $\overline{\phantom{a}}$ | 6,087,213 | 6,087,213 | |||
| Total Options on issue | 12,958,130 | 6,087,213 | 19,045,343 |
Notes to the financial statements for the year ended 30 fune 2005
23. Options (nontinued)
2004
24
| Issue Date |
Expiry Date |
Exercise Price |
Number on issue 30 June 2003 |
Granted during year |
during year |
Lapsed Exercised during year |
Number on issue 30 June 2004 |
|---|---|---|---|---|---|---|---|
| 16.07.2002 | 16.07.2007 | \$0.24625 | 3,020,009 | $\overline{\phantom{a}}$ | 244,834 | $\overline{\phantom{a}}$ | 2,775,175 |
| 20.11.2002 | 16.07.2007 | \$0.24625 | 4,281,947 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 4,281,947 | |
| 26.11.2003 | 26.11.2008 | \$0.10 | $\overline{\phantom{0}}$ | 4,626,008 | $\qquad \qquad -$ | ÷ | 4,626,008 |
| 1999 to 2000 - | 30.06.2009 | \$0.49625 | 1,275,000 | 1,275,000 | |||
| Total Options on issue | 8,576,956 | 4,626,008 | 244,834 | 12,958,130 |
The options expiring in 2007, 2008 and 2010 have been issued pursuant to the Intec Option Plan (Refer note 27).
The options expiring in 2009 were issued pursuant to specific contracts with former Directors and a former employee.
| Consolidated | Intec Ltd | ||||
|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | ||
| \$ | S | S | S. | ||
| Accumulated losses | |||||
| Accumulated losses at beginning of financial | |||||
| year | (31,376,178) | (29, 342, 114) | (31, 376, 178) | (29, 342, 114) | |
| Net loss for year | (3,560,701) | (2,034,064) | (3,449,100) | (2,034,064) | |
| Accumulated losses at end of financial year | (34,936,879) | (31,376,178) | (34,825,278) | (31,376,178) | |
25. Commitments for expenditure
(a) Capital expenditure commitments
Commitments for expenditure on Intec Hellyer Metals demonstration plant payable within 12 months $$279,150 (2004 - Nil)$
There are no other capital commitments at the end of the financial year.
(b) Tenement commitments
The minimum expenditures required to maintain the Company's exploration tenements in good standing are:
| Exploration Tenements | 1.46 | .46. |
|---|---|---|
26. Contingent liabilities
Patents
The Company has an agreement with Intec Copper Pty Ltd, a wholly owned subsidiary, to pay half the ongoing international patent costs associated with the Intec Copper Process. The consolidated entity's liability for patent costs is expected to be in the vicinity of \$225,000 each year for the next two years.
Notes to the financial statements for the year ended 30 June 2005
26. Contingent liabilities (continued)
R&D Start Grant repayable component
The consolidated entity has received an R&D Start grant from the Federal Government which is partly repayable contingent upon the successful commercialisation of the technology for which the R&D Start grant was made. The contingent liability that may be repaid is \$1,832,085. The repayment rate is set at 30% of the revenues generated from the technology annually until the repayable component has been repaid. Interest is currently accruing on this amount, and the current contingent liability including interest is \$2,539,129.
| Consolidated | Intec Ltd | |||
|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |
| 27. Employee benefits |
Employee benefit and related on cost liabilities
| Included in current provisions (note $20$ ) | 151,542 | 101,034 | 130,345 | 101.034 |
|---|---|---|---|---|
| Included in non-current provisions (note 21) | 105.911 | 64.646 | 61.579 | 64.646 |
| Aggregate employee benefit and related on cost liabilities |
257,453 | 165.680 | 191.924 | 165.680 |
Employee numbers
The economic entity had 22 employees at year end - average $21$ (2004 - 20 employees at year end $-$ average 16.)
Intec Option Plan
The establishment of the Intec Option Plan was approved by shareholders at the 1999 Annual General Meeting. All employees, Directors and key consultants are eligible to participate in the plan.
Options are issued under the plan for no consideration. Options issued have a five year exercise period and vest immediately.
Options issued under the plan carry no dividend or voting rights.
When exercisable, each option is converted into one ordinary share.
The exercise price of options is based on the weighted average price at which the Company's shares are traded on the Australian Stock Exchange during the five trading days immediately before the options are issued or at a higher exercise price if so determined by the Directors.
Amounts receivable on the exercise of options are recognised as share capital.
Details of options issued and exercised during the year are shown in note 23.
Details of options held by Directors is shown in Note 30.
Details of shares and options held by specified executives is shown below.
| KG Rodgers |
Houllis | CН Lam |
L Huens |
AM Platts |
|
|---|---|---|---|---|---|
| Fully paid ordinary shares | |||||
| At 30 June 2004 | 371,000 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | ||
| Acquired during the year | 144,928 | $\overline{\phantom{0}}$ | - | $\overline{\phantom{a}}$ | |
| At 30 June 2005 | 515,928 | $\blacksquare$ | $\blacksquare$ |
for the year caded 30 June 2005
27. Inter Option Plan (continued)
| KG Rodgers |
F Houllis |
СH Lam |
JL. Huens |
AM Platts |
|
|---|---|---|---|---|---|
| Intec Option Plan | |||||
| Options expiring 16 July 2007 | |||||
| At 30 June 2004 | 573,590 | 412,025 | 451,174 | ||
| Issued during the year | |||||
| At 30 June 2005 | 573,590 | 412,025 | 451,174 | ||
| Options expiring 16 July 2008 | |||||
| At 30 June 2004 | 427,520 | 436,812 | 666,812 | 516,812 | |
| Issued during the year | |||||
| At 30 June 2005 | 427,520 | 436,812 | 666,812 | 516,812 | |
| Options expiring 24 February 2010 | |||||
| At 30 June 2004 | |||||
| Issued during the year on 5 April 2005 | |||||
| with an exercise price of \$0.069 | 925,673 | 877,794 | 736,434 | 595,074 | 423,980 |
| At 30 June 2005 | 925,673 | 877,794 | 736,434 | 595,074 | 423,980 |
| Total options issued | 1,926,783 | 1,726,631 | 1,854,420 | 1,111,886 | 423,980 |
28. Events subsequent to reporting date
On 23 September 2005, the Metals and Energy Capital Division of Macquarie Bank Limited (MBL) and the Company and Intec Hellyer Metals Pty Ltd formally executed a secured A\$2,500,000 Working Capital Facility Agreement (the Agreement). In consideration of MBL entering into the Agreement, the Company issued call options to MBL for the purchase of 15,000,000 Intec shares at 8 cents per share, expiring 30 June 2008. A further issue of 10,000,000 options, on the same terms, will be made to MBL on first drawdown under the Agreement. Additionally, MBL invested A\$500,000 to purchase 7,246,377 Intec shares, issued to MBL at 6.9 cents per share. These shares were allotted on 23 September 2005.
No other matter or circumstances have arisen since 30 June 2005 that have significantly affected or may significantly affect the consolidated entity's operations in future financial years, or the results of those operations in future financial years, or the consolidated entity's state of affairs in future financial years.
29. Financial instruments
(a) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements.
(b) Interest rate risk
The consolidated entity has not entered into interest rate hedging transactions. The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below:
Notes to the financial statements for the year ended 30 June 2005
29. Financial instruments (continued)
| Weighted average interest |
Floating | Fixed interest interest Maturing in |
Non- interest |
|||
|---|---|---|---|---|---|---|
| 2005 | Note | rates | rates 1 year or less | bearing | Total | |
| Financial assets | ||||||
| Cash | 9 | 5.4% | 427,483 | 4,117,274 | 4,544,757 | |
| Receivables | 10,12 | 447,246 | 447,246 | |||
| Total assets | 427,483 | 4,117,274 | 447,246 4,992,003 | |||
| Financial liabilities | ||||||
| Payables | 19 | 1,316,167 | 1,316,167 | |||
| Provisions | 27 | 257,453 | 257,453 | |||
| Total liabilities | 1,573,620 | 1,573,620 | ||||
| Net financial assets (liabilities) | 427,483 | 4,117,274 | (1, 126, 374) | 3,418,383 | ||
| 2004 | ||||||
| Financial assets | ||||||
| Cash | 9 | 5.3% | 335,177 | 769,318 | 1,104,495 | |
| Receivables | 10,12 | 307,124 | 307,124 | |||
| Total assets | 335,177 | 769,318 | 307,124 | 1,411,619 | ||
| Financial liabilities | ||||||
| Payables | 19 | 515,902 | 515,902 | |||
| Provisions | 27 | 165,680 | 165,680 | |||
| Total liabilities | $\blacksquare$ | 681,582 | 681,582 | |||
| Net financial assets (liabilities) | 335,177 | 769,318 | (374, 458) | 730,037 |
(c) Foreign exchange risk
Given the minimal exposure to foreign currencies, it is the current policy of the consolidated entity not to hedge foreign exchange risk.
(d) Credit risk
There is negligible credit risk on financial assets, excluding investments, of the consolidated entity since there is no exposure to individual customers or countries and the economic entity's exposure is limited to the amount of cash, short term deposits and receivables which have been recognised in the balance sheet and is minimised by using recognised financial intermediaries as counterparties.
(e) Net fair value of financial instruments
Monetary financial assets and financial liabilities not readily traded in an organised financial market are determined by valuing them at the present value of contractual future cash flows on amounts due from customers (reduced for expected credit losses) or due to suppliers. The carrying amounts of cash, accounts receivable, accounts payable approximate net fair value.
The net fair value of investments in unlisted shares in controlled entities is determined by reference to the underlying net assets of the respective corporations.
30. Related party disclosures
(a) Directors
The Directors of Intec Ltd during the year were Richard H Jenkins, Kenneth J Severs, Philip R Wood, A John Moyes, J Philip Evans (resigned 1 April 2005), Ian W Ross and Gordon L Toll (resigned 16 December 2004).
for the year ended 30 June 2005
- Related party disclosures (continued)
(b) Directors' remuneration
Details of Directors' remuneration are disclosed in note 6 to the financial statements.
(c) Directors' interests in shares and share options
The relevant interests of Directors and their Director-related entities in shares and share options of the Company as at 30 June 2005 were:
| Ordinary Shares | Options | |
|---|---|---|
| Richard H Jenkins | (1) | |
| Philip R Wood | 1,231,076 2,617,298 | |
| A John Moyes | 1,404,578 2,510,286 | |
| Ian W Ross | 172.464 | |
| Kenneth J Severs | 1.399.463 | 435.475 |
$(1)$ Mr Jenkins is the Managing Director of Kizoz Pty Ltd, trustee of a superannuation fund which has a relevant interest in 20,706,243 shares in Intec Ltd.
| RH | PR | AJ | IW | KJ | |
|---|---|---|---|---|---|
| Jenkins 1 | Wood | Moyes | Ross | Severs | |
| Fully paid ordinary shares | |||||
| At 30 June 2004 | 875,013 | 1,332,114 | 100,000 | 1,326,999 | |
| Acquired during the year | 240,120 | 72,464 | 72,464 | 72,464 | |
| At 30 June 2005 | 1,231,076 | 1,404,578 | 172,464 | 1,399,463 | |
| Intec Option Plan | |||||
| Options expiring 16 July 2007 | |||||
| At 30 June 2004 | 2,047,035 | 1,756,749 | 295,173 | ||
| Issued during the year | |||||
| At 30 June 2005 | 2,047,035 | 1,756,749 | 295,173 | ||
| Options expiring 16 July 2008 | |||||
| At 30 June 2004 | 570,263 | 753,537 | 140,302 | ||
| Issued during the year | |||||
| At 30 June 2005 | 570,263 | 753,537 | 140,302 | ||
| Total options issued | 2,617,298 | 2,510,286 | 435,475 | ||
| Consolidated | |||||
|---|---|---|---|---|---|
| 2005 | 2004 | ||||
| Ъ | S |
164,352 24,033
(d) Other transactions with Directors and Director-related entities
Consulting fees
Amounts paid to H. G. Engineering Ltd, a metallurgical engineering firm of Toronto, Canada, of which Mr | Philip Evans was a director, for consulting engineering design work based on normal commercial terms and conditions. These amounts have been excluded from remuneration of Directors.
Directors loan
During the previous year Mr Ian Ross provided the Company with a non-interest bearing loan of \$100,000. This was fully repaid by the Company prior to 30 June 2004.
(e) Equity interests in controlled entities
Details of the percentage of ordinary shares held in controlled entities are disclosed in note 14 to the financial statements.
for the year ended 30 June 2005
- Related party disclosures (continued)
| Intec Ltd | |||
|---|---|---|---|
| 2005 \$ |
2004 S |
||
| $\rm(f)$ | Transactions within wholly-owned group | ||
| Management fees | |||
| Intec Ltd on charged certain expenses to its controlled entities. - The amounts charged were determined on the basis of an allocation of costs to projects specifically concerned with the activities of those controlled entities. |
1,403,317 | 2,354,129 | |
| $\left( g \right)$ | Aggregate amounts receivable from controlled entities | ||
| Receivables - Non-Current Provision for doubtful debts |
15,356,577 (9,251,719) |
9,313,191 (7, 846, 145) |
|
| 6,104,858 | 1,467,046 |
The amount due from controlled entities at balance date relates to consulting and other services provided by Intec Ltd to Intec Copper Pty Ltd and Intec Hellyer Metals Pty Ltd. The Directors have made a provision for the amount due from Intec Copper Pty Ltd and Intec Hellyer Metals Pty Ltd, and also against its investment in the controlled entities, to reflect the fact that the commercialisation of a new technology is uncertain and has risks. The parent entity has therefore made sufficient provisions to reduce its total investment and loans to the controlled entities to equate to the net tangible assets of those controlled entities.
(h) Aggregate amounts included in the determination of loss from ordinary activities before income tax that resulted from transactions with entities in the wholly-owned group
| Write down of receivables | $1,405,574$ $2,303,429$ |
|---|---|
| Write down of investments (written back) | (11,030) |
31. Notes to statements of cash flows
(a) Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows is reconciled in the related items in the statement of financial position as follows:
| Consolidated | Intec Ltd | |||||
|---|---|---|---|---|---|---|
| 2005 | 2004 | 2005 | 2004 | |||
| Cash | 427,483 | 335,177 | 72,049 | 302,164 | ||
| Short term deposits | 4, 117, 274 | 769,318 | 4,117,274 | 769,318 | ||
| 4,544,757 | 1.104.495 | 4, 189, 323 | 1,071,482 |
(b) Non-cash financing and investing activities
| Sale of exploration tenements to RFI | 1,200,000 | ||
|---|---|---|---|
for the year ended 30 June 2005
- Nones to statements of cash flows (continued)
(c) Reconciliation of operating loss after income tax to net cash outflow from operating activities
| Operating loss after income tax Non cash items and non operating cash flows included in profit and loss |
(3,560,701) | (2,034,064) | (3,449,100) | (2,034,064) |
|---|---|---|---|---|
| Depreciation and amortisation | 208,949 | 122,515 | 144,765 | 89,983 |
| Diminution - investments | (11,030) | |||
| Diminution - loans to controlled entities | 1,405,574 | 2,303,429 | ||
| Expense recovery from controlled entity | (1,403,316) | (2,354,129) | ||
| Net (profit) loss on sale of tenements | (1,167,054) | |||
| Equity share of losses of associated entities | 120,680 | |||
| (4,398,126) | (1,911,549) | (3,302,077) | (2,005,811) | |
| Changes in assets and liabilities | ||||
| Decrease/(increase) in receivables | (86,719) | (22,716) | 11,134 | (2,358) |
| Decrease/(increase) in prepayments | (3,606) | (5, 945) | (3,606) | (5, 945) |
| Increase/(decrease) in trade creditors | (204, 843) | 173,975 | (72, 660) | 108,478 |
| Increase/(decrease) in other creditors | 456,394 | (67,211) | ||
| Increase/(decrease) in employee entitlements | 91,773 | 33,500 | 91,773 | 33,500 |
| Net cash (outflow) from operating activities | (4, 145, 127) | (1,732,735) | (3,342,647) | (1, 872, 136) |
(d) Financing arrangements
The Company and its controlled entities do not have any financing arrangements in place.
32. Implementation of AIFRS
The Australian Accounting Standards Board (AASB) is adopting International Financial Reporting Standards (IFRS) for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to International Accounting Standards Board (IASB) interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee.
The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.
Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2005.
The consolidated entity's management has analysed most of the Australian equivalents to IFRS and has identified a number of accounting policy changes that will be required. In some cases choices of accounting policies are available, including elective exemptions under Pending Accounting Standard AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards. Some of these choices are still being analysed to determine the most appropriate accounting policy for the consolidated entity.
The known or reliably estimable impacts on the financial report for the year ended 30 June 2005 had it been prepared using AIFRS are set out below. The expected financial effects of adoption AIFRS are shown for each key area.
Although the adjustments disclosed in this note are based on management's best knowledge of expected standards and interpretations, and current facts and circumstances, these may change due to:
for the year ended 30 June 2005
-
- Implementation of AIFRS (nominated)
-
- Amended or additional standards or interpretations may be issued by the AASB and the IASB
-
- Emerging accepted practice in the interpretation and application of AIFRS and Urgent Issues Group (UIG) Interpretations
Therefore, until the consolidated entity prepares its full AIFRS financial statements, the possibility cannot be excluded that the major changes shown below may have to be adjusted.
Income tax $\langle i \rangle$
Under the Australian equivalent to AASB 112 Income Taxes, deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the statement of financial position and their associated tax bases. In addition, current and deferred taxes attributable to amounts recognised directly in equity are also recognised directly in equity.
This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method, items are only tax-effected if they are included in the determination of pretax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognised directly in equity.
It is not expected that there will be a financial impact as a result of the change in accounting policy.
(ii) Equity-based compensation benefits
The consolidated entity has elected to adopt the exemption under AASB 1 First time adoption of Australian equivalents to International Financial Reporting Standards and has not valued options issued to employees after 7 November 2002 which vested before 1 January 2005. Under AASB2 Share-based Payment, equity-based compensation to employees that were granted after 1 January 2005 will be recognised as an expense in respect of the services received. This will result in a change to the current accounting policy, under which no expense is recognised for equity-based compensation.
Management have estimated an expense of \$220,742 will be required to be recognised in the income statement. for the year ended 30 June 2005 with a corresponding credit made to the option reserve in equity for comparative purposes.
(iii) Impairment of Assets
The standard AASB 136 Impairment of Assets will require a change in accounting policy to determine if impairment indicators exist, and if they do exist then the company will perform an impairment assessment to determine whether any assets need to be written down. Whilst a full assessment has not yet been performed management do not believe that any assets were impaired on transition or at 30 June 2005
(iv) Presentation of Financial Statements
There will be presentation impact as required under various standards.
The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents to IFRS on the consolidated entity's financial position and reported results.
Directors' declaration
The Directors declare that:
- the attached financial statements and notes thereto comply with Accounting Standards, the $\langle a \rangle$ Corporations Regulations 2001 and other mandatory professional reporting requirements, and
- the attached financial statements and notes thereto give a true and fair view of the financial position as $(b)$ at 30 June 2005 and performance for the financial year ended on that date of the Company and the consolidated entity.
In the Directors' opinion,
- $(c)$ the attached financial statements and notes thereto are in accordance with the Corporations Act 2001; and
- $(d)$ with reference to Note $1(a)$ , there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations by the Managing Director and Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors and on their behalf.
Philip R. Wood
Philip R Wood Managing Director & Chief Executive Officer
Sydney 30 September 2005
PRICEWATERHOUSE COPERS
Independent audit report to the members of Intec Ltd
Audit opinion
In our opinion:
-
- the financial report of Intec Ltd:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position Intec Ltd and the Intec Ltd Group (defined below) as at 30 June 2005, and of their performance for the year ended on that date,
- is presented in accordance with the Corporations Act $200I$ , Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001; and
-
- the remuneration disclosures that are contained under the heading of "Remuneration Report" in the Directors' Report comply with Accounting Standard AASB 1046 Director and Executive Disclosures by Disclosing Entities (AASB 1046) and the Corporations Regulations 2001.
This opinion must be read in conjunction with the rest of our audit report.
Inherent Uncertainty Regarding Continuation as Going Concerns
Without qualification to the opinion expressed above, attention is drawn to the following matter.
As a result of the matter described in note $1(a)$ to the financial statements, there is significant uncertainty whether Intec Ltd and the Intec Ltd Group will be able to continue as going concerns and therefore whether they will realise their assets and settle their liabilities and commitments in the normal course of business and at the amounts stated in the financial report.
Scope
The financial report, remuneration disclosures and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both Intee Ltd (the company) and Intee Ltd Group (the consolidated entity), for the year ended 30 June 2005. The consolidated entity comprises both the company and the entities it controlled during that year.
The company has disclosed information about the remuneration of directors and executives (remuneration disclosures) as required by AASB 1046, under the heading "Remuneration Report" in the Directors' Report, as permitted by the Corporations Regulations 2001.
The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for
PrinawatarhouseConners ABN 52 780 433 757
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the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for the remuneration disclosures contained in the directors' report.
Audit approach
We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement and the remuneration disclosures comply with AASB 1046 and the Corporations Regulations 2001. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows. We also performed procedures to assess whether the remuneration disclosures comply with AASB 1046 and the Corporations Regulations 2001.
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and remuneration disclosures, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
Pricewaterhouseloopers
PricewaterhouseCoopers
Michelle Chiang
MW Chiang Partner
Sydney 30 September 2005
Stock Exchange information
| This | information 26 September 2005. |
was | applicable | аs | аt |
|---|---|---|---|---|---|
| Substantial Shareholder (extracts from Substantial Shareholder Register) |
Shareholding | ||||
| Ivanhoe Mines Ltd. Group (Orian Holding Corp.) |
54,141,586 |
| Distribution of | Number of Ordinary | ||
|---|---|---|---|
| Shareholders | Holders Exception | ||
| Number of ordinary | Shares Shares | a a cara a cara a cara a tetrago . . |
|
| shares held | |||
| 1 | $-1,000$ | 17 | 7,494 |
| 1,001 | $-5,000$ | 52 | 204,398 |
| 5,001 | $-10,000$ | 143 | 1,307,793 |
| 10,001 | $-100,000$ | 717 | 32,693,877 |
| 100,001 | - and over | 413 | 397,712,417 |
| Total Shares | 1,342 | 431,925,979 |
At the prevailing market price of shares (\$0.079), there were
81 shareholders with less than a marketable parcel of \$500 (being 6,329 shares).
| Top 20 Shareholders as at 26 September 2005 | Shares | % Shares Issued |
|---|---|---|
| Orian Holding Corp | 54,141,586 | 12.535% |
| Kizoz Pty Ltd | 20,706,243 | 4.794% |
| Invia Custodian Pty Limited | 15,283,720 | 3.539% |
| Ariki Investments Pty Limited | 15,206,002 | 3.521% |
| Excel Coal Limited | 13,633,752 | $3.157\%$ |
| National Nominees Limited | 12,076,077 | 2.796% |
| Mosheva Pty Ltd | 10,736,200 | 2.486% |
| Mr Peter Kenneth Everett | 9,770,000 | 2.262% |
| UBS Nominees Pty Ltd | 8,711,000 | 2.017% |
| Armada Trading Pty Limited | 8,485,463 | 1.965% |
| Macquarie Bank Limited | 7,246,377 | 1.678% |
| Wuudee Australia Pty Limited | 5,736,000 | 1.328% |
| Reach Out Pty Ltd | 5,572,460 | 1.290% |
| Mr William E Conway | 5,000,973 | 1.158% |
| ]] Bronson Jacobs Pty Ltd | 4,000,000 | 0.926% |
| Mr Michael John McKenzie | 4,000,000 | 0.926% |
| Mr Peter Colin Taylor | 4,000,000 | 0.926% |
| Grizzly Holdings Pty Ltd | 3,840,236 | 0.889% |
| Smacer Pty Ltd | 3,820,125 | 0.884% |
| Wendelini Pty Limited | 3,234,583 | 0.749% |
| Total of Top 20 share holdings | 215,200,797 | 49.824% |
| Other shareholders | 216,725,182 | 50.176% |
| Total ordinary shares | 431,925,979 | 100.000% |
Summary of options issued
j
| Rood | $N\sigma$ of | Options % Options | ||
|---|---|---|---|---|
| options | holders | held | Issued | |
| Options expiring 30 June 2007 with an exercise price of \$0.24625 | 7,301,956 | |||
| Option holders with more than 20% of class | ||||
| Philip Ronald Wood | 2,047,035 | 28.03% | ||
| Anthony John Moyes | 1,756,749 | 24.06% | ||
| Options expiring 26 November 2008 with an exercise price of | ||||
| \$0.10 | 4,626,008 | |||
| Option holders with more than 20% of class | Nil | |||
| Options expiring 30 June 2009 with an exercise price of \$0.49625 | 1,275,000 | |||
| Option holders with more than 20% of class | ||||
| Steven Joseph Koroknay | 400,000 | 31.37% | ||
| Denis Michael Hanley | 400,000 | 31.37% | ||
| Options expiring 24 February 2010 with an exercise price of | ||||
| \$0.069 | 6,087,213 | 17 | ||
| Option holders with more than 20% of class | Nil |
Stock Exchange information (continued)
Voting rights
There are no restrictions on voting rights. On a show of hands every member present or by proxy shall have one vote and upon a poll each share shall have one vote. Option holders have no voting rights until the options are exercised.
Corporate governance statement
The Directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance these sometime competing objectives in the best interests of the Company as a whole. Their principal focus is to enhance the interests of shareholders and to ensure that the Company, including its controlled entities, is properly managed. The Board draws on relevant best practice principles, particularly those issued by the ASX Corporate Governance Council. At its September 2003, May and August 2005 meetings the Board examined the Company's corporate governance practices compared to the best practice principles proposed by the ASX Corporate Governance Council. While the Company will align itself with the principles proposed by ASX, it is mindful that there may be some instances where compliance is not practicable for a company of Intec's current small size. The Corporate Governance Committee, made up of Messrs Jenkins, Severs, Wood and Ross, met in August 2005 to review and amend this statement.
For a number of years the Company, the Board and senior management, have taken a pro-active role to corporate governance matters. In many areas the Company has adopted corporate governance measures which are more comprehensive than those required by statutory legislation.
In March 2003, the Australian Stock Exchange Corporate Governance Council published 'Principles of Good Corporate Governance and Best Practice Recommendations'. This document is for guidance purposes, however all listed companies are required to disclose the extent to which they have followed the recommendations; to identify any recommendations that have not been followed; and reasons for not doing so.
The Company's Board of Directors has reviewed the recommendations. In many cases the Company was already achieving the standard required. In other
cases the Company will have to consider new arrangements to enable compliance.
In a limited number of instances, the Company may determine not to meet the standard set out in the recommendations, largely due to the recommendation being considered by the Board to be unduly onerous for a company of this size.
The following paragraphs set out the Company's position relative to each of the 10 principles contained in the ASX Corporate Governance Council's report.
Principle 1: Lay solid foundations for management and oversight
The Company has not yet formalised and disclosed the functions reserved to the Board and those delegated to management. However, the Company has a small Board (three Non-executive Directors plus the Managing Director and Chief Executive Officer and Technical Director) and a small management team, so roles and functions have to be flexible to meet specific requirements.
Principle 2: Structure the Board to add value
Company complies with most of the The recommendations within this area as the Chairman is independent; separate from the Managing Director and Chief Executive Officer. The Company may not comply with the recommendation that a majority of Directors should be independent. The Company does not have a Board nomination committee.
Three of the Company's five Directors are Nonexecutives, and none have undertaken 'material' consultancy work for the Company within the past three years.
Minor consultancy work has been undertaken on normal commercial terms by Mr Severs and payments are disclosed within the Quarterly Reports and the Directors3 Reports. The use of a non-executive Director for consultancy work reflects his expertise and knowledge. In the absence of this Director, the Company would have to use 'external' consultants, which may result in increased costs.
Mr Severs has been a Director of the Company and or Intec Copper Pty Ltd since 1995, a period of time, which in the words of the ASX document, 'could be perceived to materially interfere with 'his' ability to act in the best interests of the Company'. Mr Severs acts in a part-time capacity as the Company's marketing representative for Europe.
The Board does not believe that the consultancy work undertaken by Mr Severs, nor Mr Severs' period of tenure as a Director, compromise his independence.
Corporate governance statement (continued)
Each Director of the Company has the right to seek independent professional advice at the expense of the Company. Prior approval of the Chairman is required, but this will not be unreasonably withheld.
Principle 3: Promote ethical and responsible decision-making
The Company has a policy concerning trading in its securities by Directors, management, staff and significant consultants which is set out in the Annual Report.
The Company has adopted a formal code of conduct, one which reflects the Company's size and the close interaction of individuals throughout the organisation.
Principle 4: Safeguard integrity in financial reporting
The Company regularly reviews its procedures to ensure compliance with the recommendations set out under this principle. Senior management confirms that the financial reports represent a true and fair view and are in accordance with relevant accounting The Managing Director and Chief standards. Executive Officer and the Chief Financial Officer state in writing to the Board that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and its controlled entities and are in accordance with relevant accounting standards.
The Company has an Audit Committee with a formal charter, which has been approved by the Board. The Audit Committee consists of the three non-executive Directors Messrs Ross (Chairman), Jenkins and Severs.
The Company's auditor, PricewaterhouseCoopers (PwC) was appointed in 1999. PwC's policy is to rotate the engagement partner every seven years.
Principle 5: Make timely and balanced disclosure
The Company, its Directors and staff are acutely aware of the ASX's continuous disclosure requirements and operate in an environment where strong emphasis is placed on full and appropriate disclosure to the market. The Company has adopted formal written policies regarding disclosure, it uses strong informal systems underpinned by experienced individuals.
Principle $6:$ Respect the rights of shareholders
All information disclosed to the ASX is posted on the Company's website as soon as it is disclosed to the ASX. When analysts are briefed on aspects of the Group's operations, the material used in the presentation is released to the ASX and posted on the Procedures have also been Company's website. established for reviewing whether any price sensitive information has been inadvertently disclosed, and if so, this information is also immediately released to the market.
Whilst the Company does not have a communications strategy to promote effective communication with shareholders, as it believes this is excessive for small companies, the Company does communicate regularly with shareholders.
For many years the Company has requested the external auditor to attend general meetings and this has been supported by the Company's audit partners at PwC.
Principle 7: Recognise and manage risk
The Company is a relatively small company and does not believe that there is significant need for formal policies on risk oversight and management of risk.
Risk management arrangements are the responsibility of the Board of Directors and senior management collectively and this matter is a standing agenda item at Board meetings.
Principle 8-Encourage enhanced performance
The Company has established a Remuneration Committee, to meet as and when required, to review performance matters. There has been no formal performance evaluation of the Board during the past financial year, but this will be carried out in the 2005-06 financial year.
The Directors work closely with management and have full access to all the Company's files and records.
Principle 9: Remunerate fairly and responsibly
A Remuneration Committee was set up in September 2003. The Committee will seek independent external advice and market comparisons as necessary.
In accordance with Corporations Act requirements, the Company discloses the fees or salaries paid to all Directors, plus the five highest paid officers.
Corporate governance statement (continued)
The Company has an Employee Share Option Plan (Intec Option Plan), which was introduced in May 2000.
Principle $10:$ Recognise the legitimate interests of stakeholders
The Company has adopted a formal code of conduct to guide compliance with legal and other obligations.
The Board of Directors continues to review the situation to determine if its code is the most appropriate and effective operational procedures.
Functions of the Board
The functions of the Board include:
- review and approval of corporate strategies, the annual budget and financial and business plans;
- overseeing and monitoring organisational performance and the achievement of the Company's strategic goals and objectives;
- monitoring financial performance, including approval of the annual and half-year financial reports and liaison with the Company's auditor;
-
appointment of, and assessment of the performance of, the Managing Director and Chief Executive Officer and the other members of the senior management team. The Board's Remuneration Committee is made up of three non-executive Directors who oversee this function:
-
ensuring that there are effective management ٠ processes in place and approving major corporate initiatives;
- enhancing and protecting the reputation of the Company;
- ensuring that the significant risks facing the Company and its controlled entities have been identified and appropriate and adequate control, monitoring and reporting mechanisms are in place; and
- ensuring that shareholders are appropriately informed of the progress of the Company.
Securities Trading and Trading Windows Policy
Directors, employees and key consultants may only deal in the Company's shares during 'window periods' nominated for this purpose from time to time by the Managing Director and Chief Executive Officer, or failing him the Chairman. However, Directors, employees and key consultants are prohibited from buying or selling Intec shares at any time if they are aware of price sensitive information that has not been made public.
This policy is also available on Intec's website at
www.intec.com.au/html/Corporate_Information/Cor porate Governance.shtm.
\$ means Australian dollars, except where other currencies are indicated.
Corporate directory
Directors
Richard H lenkins (Non-executive Chairman) Philip R Wood (Managing Director & Chief Executive Officer) A John Moves (Technical Director) Ian W Ross (Non-executive Director) Kenneth I Severs (Non-executive Director)
Company Secretary
Robert J Waring
Senior Management
Jean-Louis Huens (Chief Operating Officer) Chung Ho Lam (Senior Process Engineer & IT Manager) Andrew M Platts (General Manager, Hellyer Metals Project) Kieran G Rodgers (Chief Financial Officer & Business Development Manager) Andrew R Tong (Senior Research Metallurgist and Laboratory Manager)
Registered Office and Laboratory
Gordon Chiu Building, J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia
Telephone: (+61 2) 9351 6741 Facsimile: (+61 2) 9351 7180 Email: [email protected] Website www inter com au
Intec Hellyer Metals Pty Ltd
PO Box 952 39 River Road Burnie TAS 7320 Australia
Telephone: (+61.3) 6431 6333 Facsimile: (+61 3) 6431 6896
Intec Hellyer Metals Demonstration Plant
20 River Road Burnie TAS 7320 Australia
Telephone: (+61.3) 6432 4063 Facsimile: (+61 3) 6432 3594
The Hellver Mine
Cradle Mountain Link Road Wynyard Waratah Council District TAS 7321 Australia
Telephone: (+61 3) 6439 1155 Facsimile: (+61 3) 6439 1405

32 Charles Street Georgetown, Ontario, L7G 2Z3 Canada
Telephone and Facsimile: (+1 905) 873 4985
European Representative Office
'Appletree' Frith Road, Aldington Frith Kent TN25 7HI United Kingdom
Telephone and Facsimile: (+44 1233) 721 328
Share Registry
Registries Limited Level 2, 28 Margaret Street Sydney NSW 2000 Australia
PO Box R67 Royal Exchange Sydney NSW 1223 Australia
Telephone: (+61 2) 9290 9600 Facsimile: (+61 2) 9279 0664 Email: [email protected] Website: www.registriesltd.com.au
Legal Adviser
Allens Arthur Robinson Level 23, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia
Patent Attorney
Griffith Hack 100 Miller Street North Sydney NSW 2060 Australia
Auditor
PricewaterhouseCoopers Darling Park Tower 2, 201 Sussex Street Sydney NSW 1171 Australia

Australian Stock Exchange Listing
Intec Ltd shares are listed on the Australian Stock Exchange under the code INL. The home branch is Sydney.
www.intec.com.au
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View of Tellyer Millelining show event.

Aera New of Lamba Hellyar Milland associated inizasiename menginyeoremie sorgesie je administration britaings and read and rathacess.
Aeral view columns south of the Heliver mine site and surrounding mining and exploration tenements in North Western Tasmania.
In the cante of the photograph is the Heliver Mill and associated RYSKS RIGHTS
The deared area in the middle distance is the former Que River mine site and the location of the existing Que River S lens. Further to the south is located Mt Charter. Both the S lens and Mt Charter are priorly exploration largets for Resource linance and Investments ran 1110 (1410)
1271 (1414 1546 155
Boundard Color
In the lower left is the site of the mine adit (now plugged) which provided access forhieldings deliver underground mine


ASX Code INU ABN 25 001 150 349
Superior and Sustainable Metals Production