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STELLAR RESOURCES LIMITED Annual Report 2008

Aug 28, 2008

65860_rns_2008-08-28_3083e4ea-0da0-4ca9-b32d-cfb8dfad1193.pdf

Annual Report

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STELLAR RESOURCES LIMITED

ACN 108 758 961

AND CONTROLLED ENTITIES

ANNUAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2008

TABLE OF CONTENTS

Contents Page
Corporate Governance Statement 1
Directors' Report 6
Auditor's Independence Declaration 16
Directors' Declaration 17
Income Statement 18
Balance Sheet 19
Statement of Changes in Equity 20
Cash Flow Statement 22
Notes to the Financial Statements 23
Independent Audit Report 47
Additional Information for Listed Public Companies 49
Schedule of Tenements 51
Corporate Directory 54

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains "forward-looking statements" which are subject to various risks and uncertainties that could cause actual results and future events to differ materially from those expressed or implied by such statements. Investors are cautioned that such statements are not guarantees of future performance and results. Risks and uncertainties about the company's business are more fully discussed in the company's disclosure documents filed from time to time with the Australian securities authorities.

CORPORATE GOVERNANCE STATEMENT

In March 2003, the Australian Stock Exchange (ASX) Corporate Governance Council (Council) published Principles of Good Governance and Best Practice Recommendations. The Listing Rules of ASX require Australian-listed companies to report on the extent to which they have complied with the Best Practice Recommendations during the reporting period. Where a company has not followed all the recommendations, it must identify the recommendations that have not been followed and give reasons for not adhering to them. If a recommendation has been followed for only part of the period, the company must state the period during which it has been followed.

In August 2007, following a major review of the operation of the Principles and Recommendations since they were issued, a second edition of the Corporate Governance Principles and Recommendations was published by the Council. However, Stellar Resources Limited (SRZ or the Company), is not required to report on its compliance with the revised Principles and Recommendations until it issues its 2009 annual report in relation to the financial year 1 July 2008 to 30 June 2009.

This Statement briefly outlines the main corporate governance practices of the Company. Unless otherwise stated, the Company's corporate governance practices were in place throughout the 2007/08 year and comply with the Council's best practice recommendations.

As recognised by the Council, corporate governance is "the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations." It encompasses the mechanisms by which companies, and those in control, are held to account. Corporate governance influences how the objectives of the Company are set and achieved, how risk is monitored and assessed and how performance is optimised. There is no single model of good corporate governance. Corporate governance practices will evolve in the light of the changing circumstances of a company and must be tailored to meet those circumstances.

Role of the Board and Management

The primary responsibility of the Board is to protect and advance the interests of shareholders. To fulfil this role, the Board has overall responsibility for the Corporate Governance of the Company including matters such as strategic direction, setting of management goals and monitoring management performance against the set goals.

The primary responsibilities of the Board include:

  • Formulation, review and approval of the Company's strategic direction and operational policies;
  • Establishing management goals and monitoring management performance;
  • Review and approval of the Company's Business Plan;
  • Monitoring the performance and reviewing remuneration of Executive Directors and key staff;
  • Approval of all significant business transactions including acquisitions, divestments and corporate restructures;
  • Monitoring business risk exposures and risk management systems;
  • Review and approval of financial and other reporting, including continuous disclosure reporting; and
  • Reporting to shareholders.

On 5 February 2008, the Board appointed Mr Peter Blight to the office of Chief Executive Officer with immediate effect. This appointment was a first step in the process of bringing the Company's management structure more into line with the Council's best practice recommendations, including clearly delineating the roles of the Board and management.

Mr Blight's specific responsibilities include:

  • Contributing to the formulation of the Company's strategic direction for approval by the Board and thereafter managing its implementation;
  • Managing the day to day affairs of the Company within the guidelines set by the Board;
  • Developing a range of potential partners for project development;
  • Managing relationships with Government;
  • Marketing the Company to existing and potential investors;
  • Monitoring employee performance; and
  • Managing costs at the direction of the Board.

With effect from 1 June 2008, Dr David Isles stepped down from his position as an Executive Director and assumed the role of a Non-Executive Director.

CORPORATE GOVERNANCE STATEMENT

Board Composition

The above change in board composition resulted in the Board presently having two Non-Executive Directors, both of whom are considered by the Board to be independent and two Executive Directors. The Board considers Dr David Isles to be independent, notwithstanding his recent executive role, because that role was not full time and, because he resided (and continues to reside) in Western Australia, tended to be project based. Furthermore, Dr Isles had little involvement as an executive with either the Tarcoola iron ore project or the proposed IPO of Columbus Metals Limited which are now the principal areas of the Company's focus. Dr Isles is a leading geophysicist and may be asked to provide specialist services to the Company from time to time. The Board does not consider this to be a relationship which could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of his judgment. The Board will regularly assess whether in its view Dr Isles continues to be independent. Details of the qualifications and experience of each Director are set out in the Directors' Report section of the Annual Financial Report following hereon.

Although the Guidelines recommend that the majority of the Board should comprise independent directors, and the Board endorses the position that boards need to exercise independence of judgement, it also recognises (as does ASX Corporate Governance Council Principle 2), that the need for independence is to be balanced against the need for skills, commitment and workable board size. The composition of the Company's Board is balanced with directors contributing a range of complementary skills and experience to its deliberations.

Ethical and Responsible Decision-making

It is the policy of the Company for directors, officers and employees to observe high standards of conduct and ethical behaviour in all of the Company's activities. This includes dealings with suppliers, business partners, public servants and the general communities in which it operates.

Share Trading Policy

Directors and employees are required to advise the Company Secretary prior to buying or selling shares or other tradable securities in the Company. The current policy prohibits Board members, employees, consultants and contractors trading shares or other securities in the Company in the month preceding the announcement of half yearly or annual results, publication of a quarterly report, or at any other time whilst in possession of price sensitive information.

It is the individual responsibility of each Director, employee, consultant or contractor in possession of market sensitive information to ensure that they comply with the spirit and the letter of insider trading laws. The Company ensures that this policy is made known to all directors and employees, and endeavours to ensure that it is communicated to consultants and contractors.

A copy of the Company's Share Trading Policy is available on the Company's website www.stellarresources.com.au.

Rights of Shareholders

The Board seeks to empower shareholders through effective communication by providing balanced and understandable information and encouraging participation at General Meetings. In addition, the external auditor is required by law to attend the AGM and answer shareholders' questions pertaining to, amongst other things, the conduct of the audit and the preparation and content of the auditor's report.

Integrity of Financial Reporting

It is an established requirement that the Chief Executive Officer (or equivalent) and Chief Financial Officer (or equivalent) declare in writing to the Board (in accordance with section 295A of the Corporations Act 2001) that, in their opinion, the consolidated financial statements of the Company and its controlled entities for each half and full financial year present a true and fair view of the Group's financial position and performance and are in accordance with relevant accounting standards.

CORPORATE GOVERNANCE STATEMENT

Continuous Disclosure to ASX

The Board is responsible for monitoring compliance with ASX Listing Rule disclosure requirements and approval of any proposed ASX announcement prior to release. The Board has appointed the Company Secretary as the designated person responsible for liaising with ASX. It is the policy of the Company to communicate with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information on the operations and results of the Company to make informed investment decisions.

A copy of the Company's Continuous Disclosure Policy and Procedures is available on the Company's website www.stellarresources.com.au.

Risk Management

The Board is responsible for overseeing of the Group's risk management and control framework. Management is required to ensure that assessed risks are managed with appropriate systems and controls. Effectiveness of risk management systems and controls is reviewed periodically by the Board. The Company's adopted policy framework seeks to identify and mitigate Company risks as much as practicable. The Chief Operating Officer and the Chief Financial Officer (or equivalent in each case) have ultimate responsibility to the Board for the risk management and control framework.

It is an established requirement that the Chief Executive Officer (or equivalent) and Chief Financial Officer (or equivalent) provide assurance to the Board that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

Performance

The Board is responsible for undertaking performance evaluation each year. The performance evaluation covers all of the Board members and key executives of the Company. The evaluation findings are intended to be compiled into a series of recommendations with the ultimate objective of enhancing performance.

Remuneration

The Board, within the limit pre-approved by shareholders, determines fees payable to individual non-executive directors. The remuneration level of any executive director will be determined by the Chairman after taking into consideration levels that apply to similar positions in comparable companies in Australia and taking account of Directors' possible participation in any equity-based remuneration scheme. The Chairman may use industry-wide data gathered by independent remuneration experts annually as his point of reference. Options or shares issued to Directors pursuant to any equity-based remuneration scheme require approval by shareholders prior to their issue. Options or shares granted to senior executives who are not directors will be issued by resolution of the Board.

The Company's policies and details of Director and executive remuneration are set out in the Remuneration Report, which forms part of the Directors' Report.

Interests of Stakeholders

The Company's core objective is the effective management of its resources with a view to identifying and developing profitable and environmentally sound mineral projects that are beneficial for all stakeholders.

Compliance with the Australian Stock Exchange Corporate Governance Best Practice Recommendations

The ASX listing rules require listed entities to include in their Annual Report a statement disclosing the extent to which the entity has followed the ASX Corporate Governance Guidelines best practice recommendations during the reporting period, identifying the recommendations that have not been followed and providing reasons for any variance. If a recommendation has been followed for only part of the year, the entity must state the period during which it has been followed.

CORPORATE GOVERNANCE STATEMENT

During the reporting period, the Company complied with each of ASX Corporate Governance best practice recommendations, other than in relation to the matters below:

Recommendation 2.1 A majority of the Board should be independent directors

Notification of Departure

The majority of the Board was not comprised of independent directors.

Explanation of Departure

The Board strongly endorses the position that boards exercise independence of judgement; however this needs to be balanced with the need for skills, commitment and a workable board size. The Board considers that the structure during the reporting period was appropriate to ensure independence of judgement (given the diverse background and experience of the executive and non-executive Directors) combined with the established procedure which empowers Directors to seek independent professional advice at the Company's expense.

Recommendation 2.4 The Board should establish a nomination committee Recommendation 4.2 The Board should establish an audit committee Recommendation 9.2 The Board should establish a remuneration committee

Notification of Departure

The Company did not establish separate audit, remuneration and nomination committees.

Explanation of Departure

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the establishment of separate board committees such as audit, remuneration and nomination committees. Accordingly, all matters that may be capable of delegation to a committee are presently dealt with by the full Board.

Recommendation 2.2 The chairperson should be an independent director Recommendation 2.3 The roles of the chairperson and chief executive officer should not be exercised by the same individual

Notification of Departure

The chairperson was not an independent director.

The roles of Chairperson and Chief Executive Officer were exercised by the same individual until 5 February 2008, when Mr Peter Blight was appointed as Chief Executive Officer.

Explanation of Departure

While the current Chairperson (Mr T J Burrowes) was not an independent Director, the Board believes that his extensive industry experience and record as a Director of other listed companies made him the most appropriate person for the position of Chairperson and, until Mr Blight's appointment on 5 February 2008, Chief Executive Officer as well.

As stated above, Mr Blight's appointment was a first step in the process of bringing the Company's management structure more into line with the Council's best practice recommendations, including separating the roles of chairperson and chief executive officer. The change of Dr Isles' status on 1 June 2008 and contemporaneous reduction in the executive responsibilities of the chairperson was a further step in that process.

CORPORATE GOVERNANCE STATEMENT

Recommendation 3.1 Establish a code of conduct to guide the directors and key executives Recommendation 10.1 Establish and disclose a code of conduct to guide compliance with obligations to stakeholders

Notification of Departure

The Company did not have a formal code of conduct during the reporting period.

Explanation of Departure

The policy of the Company during the reporting period (see under "Ethical and Responsible Decision-making" above) was known to all of the directors and key executives. In view of the limited number of those directors and key executives, a formal Code was not considered necessary to ensure their compliance with this policy or to ensure compliance with legal and other obligations to legitimate stakeholders. Since the end of the reporting period, the Board has adopted a formal Code of Ethics. The Code is available on the Company's website www.stellarresources.com.au.

DIRECTORS' REPORT

Your directors present their report on Stellar Resources Limited and its controlled entities for the year ended 30 June 2008.

Directors

The names of Directors of the Company in office at any time during or since the end of the period are:

Director Position Held Thomas J Burrowes Executive Chairman Barrie E Laws Non-executive Director Christopher G Anderson Executive Director

David J Isles Non-executive Director*

* Executive Director until 1 June 2008

Company Secretary

The following person held the position of Company Secretary at the end of the financial period:

Mr Melvyn J Drummond – Bachelor of Arts & Commerce FCIS.

Principal Activities

The principal activity of the Consolidated Entity during the period was mineral exploration with the objective of identifying and developing economic reserves.

Operating Result

The net profit/(loss) of the Consolidated Entity for the financial period was ($6,018,216) (2007: profit $78,685).

Dividends Paid or Recommended

No amounts have been paid or declared as dividends during the course of the financial period just concluded.

Review of Operations

During the year, the Consolidated Entity continued its active exploration and assessment on its extensive and diverse tenement portfolio, with a greater focus on more advanced projects in iron ore and tin during the second half of the year. The shift in strategy reflects a market driven preference for companies engaged in resource definition rather than greenfield exploration, the significant rise in iron ore and tin prices and an increase in interest from Chinese investors in these projects.

In March 2008, Stellar raised $1.0 million via a placement of 5 million new shares to investors associated with Chinese interests. This allowed a new drilling program at the Tarcoola Iron Ore Project. Following a ground magnetic survey, drilling extended the width of the deposit by 60m to 260m and highlighted the potential for the discovery of high grade hematite. Ground gravity was also conducted and confirmed targets for follow-up testing of higher density rocks with hematite potential.

In April 2008, Stellar acquired a 60% share of the Heemskirk Tin Project (formerly known as Zeehan Tin) with a $1.178 million offer of cash and shares. Over 25 years ago, previous joint venture partner Aberfoyle drilled a pre-JORC resource of 50,000 tonnes of contained tin, making this project the largest undeveloped high grade project in Australia. Heemskirk Tin Project will be the key asset in the proposed IPO of Columbus Metals, a tin focused development company.

Drilling at Pernatty and Cowell in South Australia during the year tested a number of greenfield Iron Ore Copper Gold Uranium prospects. The results confirmed the presence of low grade mineralisation but gave little indication that the grade would increase significantly with further drilling. Also in South Australia, the Sunshine gold prospect was tested by air core drilling and provided targets for follow-up work.

DIRECTORS' REPORT

In Tasmania, drilling at the Alpine Copper prospect provided along strike intersections of sub-ore grade mineralisation. However, there was no repetition of the ore-grade intersection encountered in hole AP004 drilled in the previous year. A VTEM survey to the west of Alpine identified an anomaly that may represent a repetition of the Alpine style mineralisation for follow-up next year. Geological and geophysical assessment of the Ramsay and Dundas areas was also undertaken during the year.

Joint venture partners continued to work diligently on Stellar properties throughout the year. UraniumSA Limited and Toro Energy Limited tested uranium targets on Stellar's Tarcoola and Warrior leases while LIDDS Pty Ltd conducted metallurgical drill testing near the Perseverance gold mine at Tarcoola. Red Metal Limited also drilled a number of IOCGU targets on Stellar's Robins Rise project near Coober Pedy. Carpentaria Exploration Limited entered a joint venture to test Stellar's Panama gold property in NSW. In addition, Stellar was able to complete a tenement exchange with REX Minerals Limited that provided Stellar with 100% of two significant tenements in the Cowell area of South Australia.

Exploration was funded from cash reserves of $5.17 million at the beginning of the year and a $1.0 million placement of 5.0 million shares at 20 cents. Another 5.85 million shares were issued to Western Metals Limited during the year as part consideration for the Heemskirk Tin asset.

The consolidated profit/(loss) after tax of the Consolidated Entity for the financial year was ($6,018,216) (2007: profit $78,685). The Parent Company loss after tax for the financial year was ($3,613,482) (2007: $4,103,538).

The loss for the period was mainly attributable to $2.23 million (2007: - $0.26 million) of write downs in the carrying values of the Group's exploration assets. The other notable impact was the fair value of options held in UraniumSA Limited having decreased by $605,751 and the value of options held in Gippsland Offshore Petroleum Limited having decreased by $768,111. These fair value decrements on options are recognised in the Income Statement.

Financial Position

The net assets of the Consolidated Entity and Parent Company respectively as at 30 June 2008 were $11.3 million (2007: $16.0 million) and $3.6 million (2007: $5.1 million). The directors believe the Consolidated Entity is in a strong financial position to undertake its outlined exploration activities.

Significant changes in the State of Affairs

The following significant changes in the state of the affairs of the Company occurred during the financial period:

  • On 12 March 2008, the Company issued 5,000,000 ordinary fully paid shares to JPC International Pty Ltd at an issue price of 20 cents being a placement to raise additional working capital;
  • On 2 April 2008, the Company issued as tranche one, 3,795,725 ordinary fully paid shares to WML Investments Pty Ltd (a subsidiary of Western Metals Limited) at an issue price of 15 cents to purchase the 60% joint venture interest in the Zeehan Tin project;
  • On 23 April 2008, the Company issued as tranche two, 2,057,608 ordinary fully paid shares to WML Investments Pty Ltd (a subsidiary of Western Metals Limited) at in issue price of 15 cents as final consideration to purchase the 60% joint venture interest in Zeehan Tin project.

After Balance Date Events

As previously announced, the IPO of Columbus Metals Limited, as a focused tin development company is progressing. On 25 July, 2008, Stellar Resources Limited ("Stellar") announced that an agreement had been reached with Gippsland Limited ("Gippsland") to merge their respective joint venture interests in the Tasmanian Heemskirk Tin project (formerly known as the Zeehan Tin project) into Stellar's subsidiary Columbus Metals Limited ("Columbus").

The agreement is conditional upon Columbus raising a minimum of $10 million and being admitted to the ASX on or before 31 December 2008, or such later date as may be agreed.

The agreement prescribes that Gippsland will be issued with 15 million $0.25cents fully paid ordinary shares or the same number of fully paid ordinary shares that Stellar will hold in Columbus at the time of its admission to the ASX, if that number is greater than 15 million.

DIRECTORS' REPORT

Business Strategies

The Consolidated Entity is committed to the corporate objective of:

"Enhancing shareholder wealth, through mineral discovery".

It seeks to meet this objective by:

  • Utilising cutting edge exploration technology;
  • Focusing on projects located within geological terrains hosting world-class ore bodies; and
  • Utilising an experienced, focused and success driven management team.

Where joint ventures seem appropriate and beneficial to the risk/reward profile of Stellar Resources, the Board has chosen to enter into joint ventures. This is as a means of reducing financial risk whilst maintaining meaningful involvement and equity in the project.

The Company is also prepared to sponsor or co-sponsor new IPO's – including those where company assets may be included. In such cases, shareholders may also be eligible and entitled to subscribe for shares in a new IPO.

The Company's prospects for future years depend very much on the rate of mineral discovery. The Company is an active minerals explorer and a good sized mineral discovery has the potential to add substantial value to Stellar. Against this, company funds must be expended in this exploration/discovery endeavour and the Board may decide to raise dilutionery new equity to replenish funds along the path.

Future Developments

The Company intends to continue to explore and, should a viable discovery be made, would then move that project towards the development phase – subject to completing full feasibility studies, financing and development studies.

Disclosure of information regarding likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity. Accordingly, this information has not been disclosed in this report.

Environmental Issues

The Consolidated Entity's exploration activities are subject to various environmental regulations under both state and federal legislation in Australia. The ongoing operation of these tenements is subject to compliance with the respective mining and environmental regulations and legislation.

Licence requirements relating to ground disturbance, rehabilitation and waste disposal exist for all tenements held. The Directors are not aware of any significant breaches of mining and environmental regulations and legislation during the period covered by this report.

Meetings of Directors

The number of meetings of the Company's Board of Directors held during the period ended 30 June 2008, and the number attended by directors were:

Director Number of MeetingsHeld Number Eligible toAttend Number of MeetingsAttended
T J Burrowes 5 5 5
B E Laws 5 5 5
D J Isles 5 5 5
C G Anderson 5 5 5

DIRECTORS' REPORT

Remuneration Report

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

Thomas J Burrowes Executive Chairman
Barrie E Laws Non-executive Director
David J Isles Non-executive Director (since 1 June 2008)
Christopher G Anderson Executive Director
Peter G Blight Chief Executive Officer
Melvyn J Drummond Company Secretary

(b) Directors' and Executives' Compensation

Remuneration Policy

The Board is responsible for determining and reviewing the remuneration of the directors including the managing director and executive officers of the Company. This process requires consideration of the levels and form of remuneration appropriate to securing, motivating and retaining executives with the skills to manage the Company's operations. In order to retain and attract executives of sufficient calibre to facilitate the efficient and effective management of the Company's operations, the Board seeks where necessary the advice of external advisers in connection with the structure of remuneration packages. The Board also recommends the levels and form of remuneration for non-executive directors with reference to performance, relevant comparative remuneration and independent expert advice. The total sum of remuneration payable to non-executive directors shall not exceed the sum fixed by members of the Company in general meeting. Shareholders fixed the maximum aggregate remuneration for non-executive directors at $500,000.

The three key elements of director and executive remuneration are:

  • base salary and fees, which are determined by reference to the market rate based on payments by similar size companies in the industry;
  • superannuation contributions; and
  • equity-based payments, the value of which are dependent on the Company's share price and other factors.

(c) Relationship between the remuneration policy and company performance

The tables below set out summary information about the consolidated entity's earnings and movements in shareholder wealth for the four years to June 2008. As the table indicates, earnings have varied significantly over the past four financial years, due to the nature of exploration activities. It has been the focus of the board of directors to attract and retain management personnel essential to continue exploration activities.

30 June 2008 30 June 2007 30 June 2006 30 June 2005
$ $ $ $
Revenue 269,910 919,984 243,461 165,079
Net profit/(loss) before tax (5,523,266) (416,265) (1,180,555) (535,300)
Net profit/(loss) after tax (6,018,216) 78,685 (1,180,555) (535,300)
30 June 2008 30 June 2007 30 June 2006 30 June 2005
Share price at start of year $0.29 $0.28 $0.18 $0.20
Share price at end of year $0.18 $0.29 $0.28 $0.18
Basic earnings per share (cents) (8.55) 0.13 (2.29) (2.14)
Diluted earnings per share (8.55) 0.13 (2.29) (2.14)

DIRECTORS' REPORT

Remuneration Report (cont'd)

(d) Remuneration of directors and senior management

2008 Short Term Benefits Post-employment Equity Other Total
Salary & Non Super Other Options Benefits
Fees monetary annuation
$ $ $ $ $ $ $
Director
T J Burrowes 128,333 - 43,267 - - - 171,600
B E Laws - - 27,250 - - - 27,250
D J Isles 83,521 - - - - - 83,521
C G Anderson 171,000 - - - - - 171,000
Executive
P G Blight 95,145 - 36,594 - 125,586 - 257,325
M J Drummond - - - - 46,832 - 46,832
B Michaelidis 9,474 - - - - - 9,474
487,473 - 107,111 - 172,418 - 767,002
2007 Short Term Benefits Post-employment Equity Other Total
Salary & Non Super Other Options Benefits
Fees monetary annuation
$ $ $ $ $ $ $
Director
T J Burrowes 86,833 - 103,167 - 21,881 - 211,881
B E Laws 14,583 - 12,667 - 10,341 - 37,591
D J Isles 75,000 - - - 21,881 - 96,881
C G Anderson 175,000 - - - 21,881 - 196,881
Executive
B Michaelidis 73,500 - 16,500 - - - 90,000
424,916 - 132,334 - 75,984 - 633,234

All key management personnel compensation is paid by Stellar Resources Limited. Key management personnel receive no remuneration from group subsidiary companies.

Compensation for Mr Anderson and Mr Isles is paid respectively to CG Anderson & Associates and The Goongarrie Trust.

(e) Compensation Options: Granted and vested during the year

2008VestedGrantedNumberNumber Grant Value of Terms and conditions for each grant
grantedat grantdate ExercisePrice ExpiryDate FirstExercise LastExerciseDate
-
-
-
-
30/11/10
31/01/11
250,000 250,000 5/12/07 46,832 30 cents 30/11/10 1/06/08 30/11/10
----500,000408,145 ----500,000500,000 Date----5/12/0712/02/08 options----93,66539,270 ----30 cents25 cents ----30/11/1031/01/11 Date----1/06/081/08/08

1,158,145 1,250,000

DIRECTORS' REPORT

Remuneration Report (cont'd)

(e) Compensation Options: Granted and vested during the year (cont'd)

2007 VestedGrantedNumberNumber GrantDate Value ofoptions Terms and conditions for each grant
grantedat grantdate ExercisePrice ExpiryDate FirstExerciseDate LastExerciseDate
Director
T J Burrowes - - - - - - - -
B E Laws - - - - - - - -
D J Isles - - - - - - - -
C G AndersonExecutive - - - - - - - -
B Michaelidis - - - - - - - -
- -

No options were granted in 2007.

(f) Details concerning share-based remuneration of directors and executives

The company's policy for determining the nature and amount of emoluments of board members and senior executives of the company is as follows:

The remuneration structure for executive officers, including executive directors, is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the company. The contracts for service between the company and directors and executives are on a continuing basis the terms of which are not expected to change in the immediate future. Any options not exercised before or on the date of termination will lapse.

The objective of the share-based schemes is to both reinforce the short and long-term goals of the company and to provide a common interest between management and shareholders. Options granted to key management personnel during the year outlined above.

The Board is responsible for the review and operation of the Stellar Option Plan including terms and conditions for all options issued. The number of options offered under the plan is limited to less than 5% of the total number of shares on issue at the time of the offer.

(g) Number of options held by key management personnel

2008 Balance1/07/07 Grantedascompensation Optionsexercised Netchangeother Balance30/06/08 Totalvested30/06/08 Totalexercisable30/06/08 Totalunexercisable30/06/08
Directors
T J Burrowes 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
B E Laws 500,000 - - - 500,000 500,000 500,000 -
D J Isles 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
C G Anderson 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
Executives
P G Blight - 1,000,000 - - 1,000,000 908,145 500,000 408,145
M J Drummond - 250,000 - - 250,000 250,000 250,000 -
B Michaelidis 250,000 - - (250,000) - - - -
3,750,000 1,250,000 - (250,000) 4,750,000 4,658,145 4,250,000 408,145

DIRECTORS' REPORT

Remuneration Report (cont'd)

(g) Number of options held by key management personnel (cont'd)

2007 Balance1/07/06 Grantedascompensation Optionsexercised Netchangeother Balance30/06/07 Totalvested30/06/07 Totalexercisable30/06/07 Totalunexercisable30/06/07
Directors
T J Burrowes 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
B E Laws 500,000 - - - 500,000 500,000 500,000 -
D J Isles 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
C G Anderson 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
Executives
B Michaelidis 250,000 - - - 250,000 250,000 250,000 -
3,750,000 - - - 3,750,000 3,750,000 3,750,000 -

(h) Shares issued on exercise of compensation options

No shares were issued to directors or executives on exercise of compensation options during the financial year.

(i) Loans to key management personnel

There were no loans to key management personnel at anytime during the current or prior financial year.

(j) Number of shares held by key management personnel

2008 Balance1/07/07 Received asCompensation OptionsExercised Net changeother Balance30/06/08
Directors
T J Burrowes 1,086,112 - - - 1,086,112
B E Laws 75,000 - - 425,000 500,000
D J Isles 73,612 - - - 73,612
C G Anderson 75,000 - 75,000
Executives
P G Blight - - - 625,977 625,977
M J Drummond - - - 40,000 40,000
B Michaelidis 5,000 - - (5,000) -
1,314,724 - - 1,085,977 2,400,701
2007 Balance1/07/06 Received asCompensation OptionsExercised Net changeother Balance30/06/07
Directors
T J Burrowes 1,086,112 - - - 1,086,112
B E Laws 75,000 - - - 75,000*
D J IslesC G Anderson 73,61275,000 -- -- -- 73,61275,000
Executives
B Michaelidis 5,000 - - - 5,000

* On 15 August 2007 Mr Laws purchased an additional 425,000 shares

DIRECTORS' REPORT

Share Options

Share option issue

At the date of this report, no share options were granted to directors or employees of the company.

Shares under options

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

Grant Date Date of Expiry Exercise Price Number under Option
10/12/2004 10/12/2008 $0.30 3,500,000*
16/03/2006 19/08/2009 $0.30 375,000
5/12/2007 30/11/2010 $0.30 1,175,000
12/02/2008 31/01/2011 $0.25 500,000

* Options were escrowed until 28 April 2007

Shares issued on exercise on share options

No shares were issued during or since the end of financial year as a result of exercise of a share option.

Options lapsed/cancelled

Options cancelled during the financial year.

Grant Date Date of optionscancelled Exercise Price Number underOption Value of optionsat cancellationdate
27/09/2005 14/12/2007 $0.30 250,000 nil

Information on Directors and Executives

The qualifications, experience and special responsibilities of each person who has been a director of Stellar Resources Limited at any time during or since the end of the financial year are provided below, together with details of the company secretaries as at year end.

Chairman
Thomas J Burrowes Mr Burrowes has extensive experience in all facets of Australian exploration
B.Ec (Hons), MBA (Melb) and mining over the past sixteen years. After an initial career in funds
Appointed 19 April 2004 management, he has held numerous directorships in ASX listed exploration and
Resigned 20 April 2004 mining companies.
Re-appointed 10 December
2004 Shareholding: 1,086,112

Option holding: 1,000,000

Mr Burrowes did not hold any other listed company directorships in the preceding three years.

Director Barrie E Laws B.Com, FS Fin, ASA, ACIS Appointed 10 December 2004

Mr Laws has experience in management with particular emphasis on funds management. He joined the Norwich Union Group in October 1991 and was appointed to the Board of Norwich Union Life Australia Limited in March 1993 and as its Chief Executive Officer in February 1997. He retired from full time employment with the Norwich Group in March 1998.

Shareholding: 500,000
Option holding: 500,000

Mr Laws did not hold any other listed company directorships in the preceding three years.

DIRECTORS' REPORT

Information on Directors and Executives (cont'd)

Director Christopher G Anderson B.Sc (Hons), Fellow AusIMM Appointed 19 April 2004 Resigned 20 April 2004 Appointed 10 December 2004 Mr Anderson is an exploration consultant with 30 years of experience in mineral exploration programs both in Australia and overseas. He is a graduate of Adelaide University, with an Honours degree in geophysics and geology. He has managed a contract geological and geophysical consultancy service company with particular expertise in the cost effective application of geophysics. Shareholding: 75,000 Option holding: 1,000,000 Mr Anderson did not hold any other listed company directorships in the preceding three years. Director David J Isles B.Sc (Hons), PhD, SEG, ASEG, AIG, MAusIMM Appointed 19 April 2004 Dr Isles is a geophysicist and recognised expert in aeromagnetic interpretation. He has worked in operational exploration with BHP Minerals and in the area of exploration technology development with World Geoscience Corporation. Shareholding: 73,612 Option holding: 1,000,000 Directorships of other listed companies since 1 July 2005: Mineral Deposits Limited (December 2002 – Current) Chief Executive Officer Peter G Blight BSc (Hons) (Adelaide), MSc (USA) Appointed 5 February 2008 Mr Blight has been involved in the exploration, mining and finance industries for the past twenty eight years. Prior to joining Stellar Resources, he was Director of Research at Russian aluminium giant UC Rusal where he was responsible for market analysis and business development in China and India. He also had a 14 year career with investment bank, UBS, as Executive Director of commodity analysis in London and prior to that as a mining company analyst in Melbourne. Mr Blight's wide range of experience from exploration to business development places him in a strong position to guide the commercialisation of Stellar's advanced projects. Shareholding: 625,977 Option holding: 1,000,000 Mr Blight did not hold any other listed company directorships in the preceding three years. Company Secretary Melvyn J Drummond BA, B.Com, FCIS Appointed 19 April 2004 Mr Drummond worked and resided in four countries prior to permanently relocating to Australia in 1985. He has held senior finance and administrative positions (including directorships) in both private and public companies in various business sectors, including resources. Shareholding: 40,000 Option holding: 250,000 Directorships of other listed companies since 1 July 2005: Cockatoo Ridge Wines Limited (September 2005 – Current)

DIRECTORS' REPORT

Indemnifying Officers

The company has paid premiums to insure each of the Directors and the Company Secretary against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director/officer of the company, other than conduct involving a wilful breach of duty in relation to the company. The terms and conditions of the insurance are confidential and cannot be disclosed.

Proceedings on Behalf of the Company

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings.

Non Audit Services

No non-audit services were provided by the Company's auditors, Deloitte Touche Tohmatsu, during the financial period ended 30 June 2008.

Auditor's Independence Declaration

The lead auditor's Independence Declaration for the year ended 30 June 2008 has been received and can be found on page 15 of the directors' report.

This Directors' Report is signed in accordance with a resolution of Directors' made pursuant to s.298(2) of the Corporations Act 2001 and dated this 29 August, 2008.

On behalf of the Directors

T J Burrowes Chairman Melbourne

DIRECTORS' DECLARATION

The Directors of the Company declare that:

    1. The financial statements and notes are in accordance with the Corporations Act 2001, including:
    • a) complying with Accounting Standards and the Corporations Regulations 2001; and
    • b) giving a true and fair view of the financial position as at 30 June 2008 and of the performance for the financial period ended on that date of the Company and the Consolidated Entity.
    1. The Chief Executive Officer and Finance Manager have declared that:
    • a) the financial records of the Company and the Consolidated Entity for the financial period have been properly maintained in accordance with section 286 of the Corporations Act 2001;
    • b) the financial statements and notes for the financial period comply with the Accounting Standards; and
    • c) the financial statements and notes for the financial period give a true and fair view.
    1. At the date of this declaration, the company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.
    1. In the directors' opinion, there are reasonable grounds to believe that the company and the companies to which the ASIC Class Order applies, as detailed in note 21 to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.

This declaration is made in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001 and dated this 29 day of August, 2008.

Thomas J Burrowes Chairman Melbourne

INCOME STATEMENT FOR THE FINANCIAL YEAR ENDED TO 30 JUNE 2008

Consolidated Entity Company
Note Year to Year to Year to Year to
30 Jun 08 30 Jun 07 30 Jun 08 30 Jun 07
$ $ $ $
Revenue 2 269,910 919,984 260,436 282,631
Administration expenditure (1,262,301) (750,328) (1,242,248) (750,327)
Depreciation and amortisation expenses 3 (46,695) (37,145) (46,046) (36,558)
Exploration expenditure written off 10 (2,233,664) (261,301) - -
Impairment in value of investments 3 - - - (612,000)
Impairment of loans to subsidiaries 3 - - (2,585,624) (2,987,284)
Fair value loss of financial assets 3 (2,250,516) (287,475) - -
Loss before tax (5,523,266) (416,265) (3,613,482) (4,103,538)
Income tax (expense)/benefit 4 (494,950) 494,950 - -
Profit/(loss) for the year (6,018,216) 78,685 (3,613,482) (4,103,538)
Earnings per share
Basic (cents per share) 16 (8.551) 0.133 - -
Diluted (cents per share) 16 (8.551) 0.133 - -

BALANCE SHEET AS AT 30 JUNE 2008

Consolidated Entity Company
2007
$
5,252,181
259,399
4,699
-
2,416,022 5,518,279 3,796,589 5,516,279
-
67,606
-
9,191,379 11,000,333 85,816 67,606
11,607,401 16,518,612 3,882,405 5,583,885
473,302
23,432
274,770 496,734 274,770 496,734
496,734
11,332,631 16,021,878 3,607,635 5,087,151
16,481,428
372,623
(11,766,900)
11,332,631 16,021,878 3,607,635 5,087,151
Note567889101112131415 2008$2,175,047214,70026,275-1,282,126206,6347,702,619236,08838,682274,77018,359,428628,589(7,655,386) 2007$5,252,181261,3994,699-4,832,588130,4146,037,331473,30223,432496,73416,481,4281,177,620(1,637,170) 2008$2,175,047207,70026,2751,387,567-85,816-236,08838,682274,77018,359,428628,589(15,380,382)

STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2008

Consolidated Entity Note Issuedcapital Employeeequitysettledbenefitsreserve Investmentsrevaluationreserve Accumulatedlosses Total equity
$ $ $ $ $
Balance at 1 July 2006 13,605,098 296,639 - (1,715,855) 12,185,882
Gain/(loss) on available forsale investments - - 804,997 - 804,997
Related income tax - - - - -
Total income recogniseddirectly in equity - - 804,997 - 804,997
Profit for the period 15 - - - 78,685 78,685
Total recognised incomeand expense - - 804,997 78,685 883,682
Issue of share capital 13 3,027,000 - - - 3,027,000
Cost of share issues 13 (150,670) - - - (150,670)
Issue of options undershare option plan 14 - 75,984 - - 75,984
Balance at 30 June 2007 16,481,428 372,623 804,997 (1,637,170) 16,021,878
Balance at 1 July 2007 16,481,428 372,623 804,997 (1,637,170) 16,021,878
Gain/(loss) on available forsale investments - - (804,997) - (804,997)
Related income tax - - - - -
Total income recogniseddirectly in equity - - (804,997) - (804,997)
Loss for the period 15 - - - (6,018,216) (6,018,216)
Total recognised incomeand expense - - (804,997) (6,018,216) (6,823,213)
Issue of share capital 13 1,878,000 - - - 1,878,000
Cost of share issues 13 - - - - -
Issue of options under
share option plan 14 - 255,966 - - 255,966
Balance at 30 June 2008 18,359,428 628,589 - (7,655,386) 11,332,631

STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2008

Company Note Issued capitalEmployeeequity-settledbenefitsreserve Accumulatedlosses Total equity
$ $ $ $
Balance at 1 July 2006 13,605,098 296,639 (7,663,362) 6,238,375
Gain/(loss) on available for saleinvestments - - - -
Related income tax - - - -
Total income recogniseddirectly in equity - - - -
Loss for the period 15 - - (4,103,538) (4,103,538)
Total recognised income andexpense - - (4,103,538) (4,103,538)
Issue of share capital 13 3,027,000 - - 3,027,000
Cost of share issues 13 (150,670) - - (150,670)
Issue of options under shareoption plan 14 - 75,984 - 75,984
Balance at 30 June 2007 16,481,428 372,623 (11,766,900) 5,087,151
Balance at 1 July 2007 16,481,428 372,623 (11,766,900) 5,087,151
Gain/(loss) on available for saleinvestments - - - -
Related income tax - - - -
Total income recogniseddirectly in equity - - - -
Loss for the period 15 - - (3,613,482) (3,613,482)
Total recognised income andexpense - - (3,613,482) (3,613,482)
Issue of share capital 13 1,878,000 - - 1,878,000
Cost of share issues 13 - - - -
Issue of options under shareoption plan 14 - 255,966 - 255,966
Balance at 30 June 2008 18,359,428 628,589 (15,380,382) 3,607,635

CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2008

Consolidated Entity Company
Note Year to30 Jun 08$ Year to30 Jun 07$ Year to30 Jun 08$ Year to30 Jun 07$
Cash flows from operating activities
GST receipts from ATO 294,891 300,750 294,891 300,750
Payments to suppliers and employees (1,202,248) (996,234) (1,201,535) (996,234)
Interest received 291,093 266,631 291,093 266,631
Net cash used in operating activities 22 (616,264) (428,853) (615,551) (428,853)
Cash flows from investing activities
Payments for acquisition joint venture 21(a) (300,000) - - -
Payments for exploration expenditure (3,024,687) (2,771,245) - -
Payment for property, plant and equipment (64,256) (28,919) (64,256) (28,919)
Proceeds from sale of property, plant andequipment 9,474 - - -
Net cash used in investing activities (3,379,469) (2,800,164) (64,256) (28,919)
Cash flows from financing activities
Advances to subsidiaries - - (3,315,926) (2,771,245)
Proceeds from share issues 1,000,000 2,940,000 1,000,000 2,940,000
Payment of share issue costs - (150,670) - (150,670)
Payments in relation to unmarketable parcelshare sale (920) (1,607) (920) (1,607)
Net cash provided by financing activities 999,080 2,787,723 (2,316,846) 16,478
Net increase/(decrease) in cash and cashequivalents (2,996,653) (441,294) (2,996,653) (441,294)
Cash and cash equivalents at beginning offinancial year 5,171,700 5,612,994 5,171,700 5,612,994
Cash and cash equivalents at the end ofthe financial year 5 2,175,047 5,171,700 2,175,047 5,171,700

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General information

Stellar Resources Limited (the Company) is a listed public company, incorporated in Australia and operating in Australia.

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law.

The financial report includes the separate financial statements of the company and the consolidated financial statements of the Group.

Accounting Standards include Australian equivalents to International Financial Reporting Standards ('A-IFRS'). Compliance with A-IFRS ensures that the financial statements and notes of the company and the Group comply with International Financial Reporting Standards ('IFRS').

Basis of preparation

The financial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

Adoption of new and revised Accounting Standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below. The Group has also adopted the following Standards as listed below which only impacted on the Group's financial statements with respect to disclosure:

  • AASB 101 "Presentation of Financial Statements" (revised October 2006)
  • AASB 7 "Financial Instruments: Disclosures"

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

(a) Income Tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or used tax losses and tax offsets can be utilised.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(a) Income Tax (cont'd)

The company and all its wholly-owned Australian resident entities have formed a tax-consolidated group under Australian taxation law. Stellar Resources Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the "separate taxpayer within group" approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the taxconsolidated group are recognised by the company (as head entity in the tax-consolidated group). Under the tax sharing arrangements, amounts will be recognised as payable or receivable between group companies in

relation to their contribution to the tax benefits and amounts of tax paid or payable. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing arrangement is considered remote.

(b) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset's net carrying amount.

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

(c) Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(d) Receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

(e) Investments

Non-current investments are carried at cost less impairment write down. The carrying amount of investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. Gains or losses, whether realised or unrealised, are included in profit before income tax.

(f) Impairment of Assets

At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(f) Impairment of Assets (cont'd)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(g) Property, Plant and Equipment

Land and building are recognised at deemed cost. Plant and equipment, leasehold improvements and building are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful life, residual values and depreciation method is reviewed at the end of each annual reporting period.

The following estimated useful lives are used in the calculation of depreciation:

Class of Fixed Asset Depreciation Period
Office furniture and equipment 2 to 5 years
Software 2.5 years
Buildings 40 years

(h) Exploration, Evaluation and Development Expenditure

Costs carried forward

Costs arising from exploration and evaluation activities are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not, at reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves.

Costs carried forward in respect of an area of interest that is abandoned are written off in the period in which the decision to abandon is made.

(i) Goodwill

Goodwill is initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill is not amortised, but tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is recognised immediately in profit or loss and is not subsequently reversed.

(j) Payables

Liabilities for trade payables and other amounts are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the company.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(k) Employee Benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits 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 Group in respect of services provided by employees up to reporting date.

(l) Principles of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) (referred to as the "Group" in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the separate financial statement of the Company, intra-group transactions ("common control transactions") are generally accounted for by reference to the existing (consolidated) book value of the items.

(m) Goods and Services Tax (GST)

Revenues, expenses and assets (except receivables) are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

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

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

(n) Financial Assets

Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose term require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Subsequent to initial recognition, investments in subsidiaries are measured at cost less impairment write down in the Company financial statements.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(n) Financial Assets (cont'd)

Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that carrying amount to the investment at the date of impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Other financial assets are classified into the following specified categories: financial assets "at fair value through profit or loss", "held-to-maturity investments", "available-for-sale" financial assets, and "loans and receivables". The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. At balance date, the entity held the following available-for-sale financial assets:

Available-for-sale financial assets

Certain shares and redeemable notes held by the Group are classified as being available-for-sale and are stated at fair value. Fair value is determined in the manner described below. Gains and losses arising from changes in fair value are recognised directly in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in profit or loss for the period.

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss where the financial assets:

  • has been acquired principally for the purpose of selling in the near future;
  • is part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
  • is a derivative that is not designated and effective as a hedging instrument.

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Fair value is determined in the manner described below.

The fair values of financial assets and financial liabilities are determined as follows:

  • the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and
  • the fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis; and
  • the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.

(o) Share-based Payments

The entity provides benefits to employees (including directors) of the entity in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ("equity-settled transactions"). These benefits are currently provided under the Employee Option Plan.

The cost of these equity-settled share-based payments that were unvested as of 1 January 2005 is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using a Black-Scholes model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Stellar Resources Limited ("market conditions").

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(o) Share-based Payments (cont'd)

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

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

No expense is recognised for awards that do not ultimately vest because of the non-achievement of nonmarket based performance conditions.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(p) Issued Standards Not Early Adopted

The Directors have considered the impact of new accounting standards that are not yet applicable and do not believe they will have a material impact on the financial performance or state of affairs of the Company and Consolidated Entity.

Standards and Interpretations issued not yet effective

At the date of authorisation of the financial report, the Standards and Interpretations listed below were in issue but not yet effective.

Initial application of the following Standard will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the consolidated entity's and the company's financial report**:**

  • AASB 101 "Presentation of Financial Statements" (revised September 2007)"
  • AASB Interpretation 12 "Service concession Arrangements"
  • AASB Interpretation 14 "AASB 119 the Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction"
  • AASB Interpretation 13 "Customer Loyalty Programmes"
  • AASB 123 "Borrowing Costs" (revised) Effective for annual reporting periods
  • AASB 2008-1 "Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations"
  • AASB 2008-2 "Amendments to Australian Accounting Standards – Puttable Financial Instruments and Obligations arising on Liquidation"

Effective for annual reporting periods beginning on or after 1 January 2009 Effective for annual reporting periods beginning on or after 1 January 2008 Effective for annual reporting periods beginning on or after 1 January 2008

Effective for annual reporting periods beginning on or after 1 July 2008 beginning on or after 1 January 2009 Effective for annual reporting periods beginning on or after 1 January 2009

Effective for annual reporting periods beginning on or after 1 January 2009

The potential effect of the initial application of the expected issue of an Australian equivalent accounting standard to the following Standard has not yet been determined:

  • IFRS 3 "Business Combinations" and IAS 27 "Separate and Consolidated Financial Statements"

Effective for annual reporting periods beginning on or after 1 July 2009 - Improvements to IFRSs (2008) Effective for annual reporting periods beginning on or after 1 January 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(p) Issued Standards Not Early Adopted (cont'd)

Revised AASB 101 "Presentation of Financial Statements"

The impact of this standard will be on disclosure in the financial statements. All non-owner changes in equity must be presented in one statement of comprehensive income, or in a separate income statement and statement of comprehensive income. Components of comprehensive income may not be presented in the statement of changes in equity. Income tax and reclassification adjustments relating to each component of other comprehensive income have to be disclosed. The titles of financial statements will also change.

Interpretation12 "Service Concession Arrangements"

This Interpretation addresses the appropriate accounting for service concession arrangements under which private sector entitles participate in the development, financing, operation and maintenance of infrastructure for the provision of public services, such as transport, water and energy facilities.

Interpretation 14 "AASB 119 – The Limited on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction"

This Interpretation deals with the following issues:

  • when refunds or reductions in future contributions should be regarded as available in accordance with paragraph 58 of AASB 119 "Employee Benefits";
  • How a minimum funding requirements might affect the availability of reductions in future contributions; and
  • when a minimum funding requirement might give rise to a liability.

Interpretation 13 "Customer Loyalty Programmes"

This Interpretation adopts a revenue allocation rather than cost accrual approach to accounting for customer loyalty programmes for entities that operate or otherwise participate in customer loyalty programmes for their customers. Loyalty awards are not seen as costs that directly relate to the goods of services already delivered, rather they are separate goods or services delivered at a later date.

AASB 123 "Borrowing Costs"

The Standard eliminates the option of expensing borrowing costs related to qualifying assets, instead requiring capitalisation. Transitional provisions require prospective application to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after the application date.

AASB 2008-1 'Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations'

The Standard clarifies for share-based payments what are vesting conditions and restricts the definition to include only service conditions and performance conditions. It also amends the definition of performance conditions to require the completion of a service period in addition to specified performance targets and to specify that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment.

IFRS 3 "Business Combinations" and IAS 27 "Separate and Consolidated Financial Statements"

The Standard introduces greater emphasis on the use of fair value through increasing the judgement and subjectivity around business combination accounting and requiring greater involvement of valuation experts. Further volatility in the income statement will be introduced through the separate accounting for transaction costs, changes in the fair value of contingent consideration, settlement of pre-existing contracts and sharebased payments.

Improvements to IFRSs (2008)

The Standard includes 35 amendments across 20 different Standards that largely clarify the required accounting treatment where previous practice had varied.

The Standard also focuses on changes in control as a significant economic event, with requirements to remeasure interests to fair value on gaining or losing control, and to recognise all transactions between controlling and non-controlling shareholders whilst control is retained in retained earnings.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(q) Jointly Controlled Assets

Interests in jointly controlled assets in which the Group is a venturer (and so has joint control) are included in the financial statements by recognising the Group's share of jointly controlled assets (classified according to their nature), the share of liabilities incurred (including those incurred jointly with other venturers) and the Group's share of expenses incurred by or in respect of each joint venture.

Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
2. REVENUE
Operating activitiesInterest received – bank deposits 260,436 282,631 260,436 282,631
Fair value gain of financial assets - 637,353 - -
Other revenue 9,474 - - -
Total Revenue 269,910 919,984 260,436 282,631
3. LOSS FOR THE YEAR
Loss for the year includes the following items of
expenses
Loss on sales of property, plant and equipment (9,868) - - -
Depreciation – buildings, plant and equipment (46,695) (37,145) (46,046) (36,558)
Exploration expenditure written off (2,233,664) (261,301) - -
Rental expenseImpairment of investments (55,708)- (28,039)- (55,708)- (28,039)(612,000)
Equity-settled share based payments (255,966) (75,984) (255,966) (75,984)
Impairment of loans to subsidiaries - - (2,585,624) (2,987,284)
Fair value loss of financial assets – shares– options (876,654)(1,373,862) (287,475)- -- --
4. INCOME TAX
(a)Income tax recognised in profit or loss
Tax expense/(income) comprises:
Current tax expense/(benefit) 494,950 (494,950) - -
Deferred tax expense relating to origination and
reversal of temporary differencesTotal tax expense/(benefit) -494,950 -(494,950) -- --
The prima facie income tax expense on pre-tax
accounting profit from operations reconciles to the
income tax expense in the financial statements asfollows:
Profit/(loss) from operations (5,523,266) (416,265) (3,613,482) (4,103,538)
Income tax expense/(benefit) calculated at 30% (1,656,980) (124,880) (1,084,045) (1,231,061)
Non-deductible expenses (268,076) (526,851) 826,840 1,047,292
Unused tax losses and tax offsets not recognised
as deferred tax assets 1,430,106 156,781 257,205 183,769
Total tax expense/(benefit) 494,950 (494,950) - -

The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Consolidated Entity Company
4. INCOME TAX (cont'd) 2008$ 2007$ 2008$ 2007$
(b)Unrecognised deferred tax balances
The following deferred tax assets have not beenbrought to account as assets:Effect of revaluations of assets for taxationpurposes
Tax losses – revenue 2,982,523 759,063 2,982,523 759,063
Tax losses – capital 720,427 720,427 720,427 720,427
Total tax benefit 3,702,950 1,479,490 3,702,950 1,479,490

Tax consolidation

Relevance of tax consolidation to the consolidation entity

The company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 October 2004 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Stellar Resources Limited.

Nature of tax sharing agreements

Entities within the tax-consolidated group have entered into a tax sharing agreement with the head entity. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

5. CASH AND CASH EQUIVALENTS

Cash at bankTerm deposits 455,0471,720,0002,175,047 32,1815,220,0005,252,181 455,0471,720,0002,175,047 32,1815,220,0005,252,181
Reconciliation of cashCash at the end of the financial year as shown inthe statement of cash flows is reconciled to itemsin the statement of financial position as follows:
Cash and cash equivalentBank overdraft 2,175,047- 5,252,181(80,481) 2,175,047- 5,252,181(80,481)
2,175,047 5,171,700 2,175,047 5,171,700
6. TRADE AND OTHER RECEIVABLES – CURRENT
Interest receivable 17,343 48,000 17,343 48,000
Other debtors 99,418 102,732 99,418 102,732
GST receivable 27,604 52,303 27,604 52,303
Tenement security deposit 70,335 58,364 63,335 56,364

The average credit period for other debtors is 45 days. No interest is charged on outstanding amounts.

214,700 261,399 207,700 259,399

7. OTHER ASSETS – CURRENT

Prepaid workers compensation insurance - 966 - 966
Prepaid insurance premium 26,275 3,733 26,275 3,733
26,275 4,699 26,275 4,699

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
8. OTHER FINANCIAL ASSETS
CURRENT
Receivable from wholly owned subsidiaries - - 13,386,854 9,413,684
Accumulated impairment - - (11,999,287) (9,413,684)
- - 1,387,567 -
NON-CURRENT
Shares in listed investment 4,832,558 4,832,588 - -
Accumulated impairment (3,550,432) - - -
Shares in subsidiaries at cost - - 859,630 859,620
Accumulated impairment - - (859,630) (859,620)
1,282,126 4,832,588 - -
Movement in the allowance for impairment
Balance at the beginning of the year - - - -
Impairment losses recognised on receivables - - 13,386,854 9,413,684
Amounts written off as uncollectible - - (11,999,287) (9,413,684)
- - 1,387,567 -

Other financial assets comprise an investment of 10.266 million shares and 5.133 million options granted to Hiltaba Gold Pty Ltd (a wholly owned subsidiary of Stellar) when Uranium SA Limited listed, granting uranium exploration rights on six of Stellar's exploration licences in the Tarcoola region of the central Gawler Craton. The shares and options are held in escrow until October 2008.

At 30 June 2008, the investments in UraniumSA and Gippsland Offshore Petroleum were restated to fair value resulting in a decrement of $3,550,432. A revaluation decrement of $2,176,600 in relation to the available-for-sale shares in UraniumSA was recognised during the year. Previous revaluation increments recognised in the investments revaluation reserve of $804,997 were reversed and the remaining revaluation decrement of $1,371,603 was recognised in the Income Statement. The company does not recognised deferred taxes in the Balance Sheet due to the recurring losses. The fair value of options held in UraniumSA decreased by $605,751 and the value of options held in Gippsland Offshore Petroleum decreased by $768,111. These fair value decrements on options are recognised in the Income Statement.

The 6.667 million options in Gippsland Offshore Petroleum Limited are held by Rilo Exploration Pty Ltd (a wholly owned subsidiary of Stellar). They are unlisted and were issued at the time of the initial listing and are exercisable by 30 November 2009.

The shares in Uranium SA were classified as "available-for-sale" financial assets and therefore any movements in fair value are recognised in the investments revaluation reserve. In accordance with AASB 139, these financial assets are carried at their fair value at balance date, resulting in a net revaluation decrement of $2,176,600 during the year.

Loans to subsidiaries are non-interest bearing and are repayable on demand.

Ultimate recovery of loan receivables is dependent upon success in exploration and development or sale or farmout of the subsidiaries' exploration interests.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Consolidated Entity Company
2008 2007 2008 2007
$ $ $ $
9. PROPERTY, PLANT AND EQUIPMENT
Land and buildings – at cost 125,677 64,519 - -
Accumulated depreciation (4,859) (1,711) - -
120,818 62,808 - -
Office furniture and equipment – at cost 144,981 90,921 144,981 90,921
Accumulated depreciation (71,206) (35,296) (71,206) (35,296)
73,775 55,625 73,775 55,625
Software 36,453 26,257 36,453 26,257
Accumulated depreciation (24,412) (14,276) (24,412) (14,276)
12,041 11,981 12,041 11,981
Total property, plant and equipment 206,634 130,414 85,816 67,606
(a)Movements in Carrying Amounts
Balance at the beginning of the period 130,414 138,640 67,606 75,245
Additions 142,256 28,919 64,256 28,919
Disposals (19,341) - - -
Depreciation expense (46,695) (37,145) (46,046) (36,558)
Carrying amount at the end of the period 206,634 130,414 85,816 67,606

10. EXPLORATION EXPENDITURE

(a) Carrying values

Balance at the beginning of the period 6,037,331 6,484,112 - -
Expenditure incurred during the period 3,999,568 3,409,605 - -
Expenditure written off during the period (2,233,664) (261,301) - -
Expenditure recoupment during the period (100,616) (3,595,085) - -
Exploration expenditure at the end of the period 7,702,619 6,037,331 - -

Ultimate recovery of capitalised exploration expenditure is dependent upon success in exploration and development or sale or farm-out of the exploration interests.

(b) Joint venture interest

A wholly owned subsidiary, Balrone Holdings Pty Ltd, has the following significant exploration joint venture interests:

- Panama Hat – Gold exploration farm-out
-------------- -----------------------------
  • Triako Joint Venture – Base metal exploration farm-in whereby the Consolidated Entity has earned 51%

A wholly owned subsidiary, Hillment Pty Ltd, has the following significant exploration joint venture interests: - Warrior Joint Venture – Uranium exploration farm-out

A wholly owned subsidiary, Hiltaba Gold Pty Ltd, has the following significant exploration joint venture interests:

- Cowell Joint Venture – IOCG exploration farm-in whereby the Consolidated Entity can earn
75%
- Robins Rise Joint Venture – IOCG exploration farm-out
  • Tarcoola Uranium Joint Venture – Uranium exploration farm-out

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

10. EXPLORATION EXPENDITURE (cont'd)

(b) Joint venture interest (cont'd)

A wholly owned subsidiary, Columbus Metals Limited, has the following significant exploration joint venture interests:

  • Heemskirk Tin Joint Venture – Tin exploration 60%
Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
The Consolidated Entity's share of assetsemployed in the joint ventures are:Non-current assets
Exploration expenditure 2,334,100 2,651,164 - -

11. TRADE AND OTHER PAYABLES

Other creditors and accruals 236,088 473,302 236,088 473,302

The average credit period on purchases is 30 days. No interest is charged on trade payables.

12. CURRENT PROVISIONS

Other – audit fees 20,702 - 20,702 -
Employee benefits 17,980 23,432 17,980 23,432
38,682 23,432 38,682 23,432
Consolidated Entity Company
AnnualLeave AuditFees AnnualLeave AuditFees
Balance at 1 July 2007Additional provisions recognised 23,43243,384 -20,702 23,43243,384 -20,702
Payments made (48,836) - (48,836) -
Balance at 30 June 2008 17,980 20,702 17,980 20,702
Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
- Aggregate employee benefits liability 17,980 23,432 17,980 23,432
- Number of employees at year-end 4 6 4 6

13. ISSUED CAPITAL

(a) Issued capital

77,891,501 fully paid ordinary shares
(2007: 67,038,168) 18,359,428 16,481,428 18,359,428 16,481,428

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

2008No. 2008$ 2007No. 2007$
13. ISSUED CAPITAL (cont'd)
(b)Movements in shares on issue
At the beginning of the reporting period 67,038,168 16,481,428 58,338,168 13,605,098
Shares issued during the period:
Placement MarketPlacement Discovery Nickel LimitedPlacement WML Investments Pty Ltd 5,000,000-5,853,333 1,000,000-878,000 8,400,000300,000- 2,940,00087,000-
Share issue cost - - - (150,670)
At the end of the reporting period 77,891,501 18,359,428 67,038,168 16,481,428

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held.

At shareholders meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

On 14 March 2008 the Company issued 5,000,000 ordinary fully paid shares at an issue price of 20 cents to raise additional working capital.

On 4 and 29 April 2008 the company issued 3,795,725 and 2,057,608 ordinary fully paid shares at an issue price of 15 cents to WML Investments Pty Ltd in consideration for the acquisition of joint venture interest from Western Metals Limited.

(c) Share-based payments

The Company has in place an Employee Option Plan under which employees of the Company, including executive and non-executive directors can be offered both short term and long term incentives. Under the Plan each option is to subscribe for one share and, when issued, these shares rank equally with other shares. Options issued under the Employee Option Plan are not transferable. As at 30 June 2008, employees have options over 1,175,000 ordinary shares all of which are exercisable at 30 cents each and expire on 30 November 2010. In addition, on 12 February 2008, the CEO was granted 500,000 options to subscribe for ordinary shares at an exercise price of 25 cents each. These options are exercisable between 1 June 2008 and 30 November 2010.

At 30 June 2008, the Company had on issue the following options to acquire shares in the Company:

Unlisted Vested Employee Options expiring 19 August 2009
Unlisted Vested Employee Options expiring 30 November 2010
Unlisted Vested Employee Options expiring 31 January 2011

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

13. ISSUED CAPITAL (cont'd)

(c) Share-based payments (cont'd)

The following share-based payment arrangements were in existence during the period.

Option series Number Grant date Expiry date Exerciseprice Fair value atgrant date
Director options (i) 3,500,000 10/12/04 10/12/08 30 cents $220,500
Employee options (ii) 375,000 16/03/06 19/08/09 30 cents $81,358
Employee options (iii) 1,175,000 05/12/07 30/11/10 30 cents $220,112
Employee options (iv) 500,000 12/02/08 31/01/11 25 cents $39,270
  • (i) Under the ASX listing rules, options issued to Directors in the year ending 30 June 2005 remained in escrow until 28 April 2007 and vested on that date.
  • (ii) In accordance with the Company's Employee Option Plan, employee options issued on the 16 March 2006 fully vested on issue date.
  • (iii) In accordance with the Company's Employee Option Plan, employee options issued on the 5 December 2007 fully vested on issue date.
  • (iv) In accordance with the Company's Employee Option Plan, employee option issued on the 12 February 2008 vested on issue date.

The following reconciles the outstanding options at the beginning and end of the financial year.

2008 2007
Number ofoptions Weightedaverageexerciseprice Number ofoptions Weightedaverageexerciseprices
Balance at the beginning of the financial year 4,125,000 30 cents 4,125,000 30 cents
Granted during the financial year 1,675,000 27.5 cents - 30 cents
Forfeited during the financial year (250,000) - - -
Exercised during the financial year (i) - - - -
Expired during the financial year - - - -
Balance at end of the financial year (ii) 5,550,000 27.5 cents 4,125,000 30 cents
Exercisable at the end of the financial year 5,550,000 30 cents 4,125,000 30 cents
  • (i) Exercised during the financial year No share options issued under the employee option plan were exercised during the year.
  • (ii) Balance at end of the financial year The share options outstanding at the end of the financial year had an exercise price of 30 cents and 25 cents and a weighted average remaining contractual life of 318 days (2007: 567 days).
Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
14. RESERVES
Employee equity-settled benefits reserve
Balance at the beginning of the financial year 372,623 296,639 372,623 296,639
Share-based payment 255,966 75,984 255,966 75,984
Transfer to share capital - - - -
Balance at the end of the financial year 628,589 372,623 628,589 372,623

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

14. RESERVES (cont'd)

Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
Investments revaluation reserve
Balance at the beginning of the financial year 804,997 - - -
Cumulative (loss) transferred to the income
statement on impairment of financial assets (804,997) 804,997 - -
Deferred tax liability arising on revaluation - - - -
Balance at the end of the financial year - 804,997 - -

The employee equity-settled benefits reserve arises on the grant of share options to directors and employees under the employee share option plan. Amounts are transferred out of the reserve and into issued capital when the options are exercised. Further information about share-based payments to employees is made in Note 13 to the financial statements.

The investments revaluation reserve arises on the revaluation of available-for-sale financial assets. Where a revalued financial asset is impaired it is then recognised in profit or loss.

15. ACCUMULATED LOSSES

Accumulated losses at the beginning of the periodProfit/(loss) for the period (1,637,170)(6,018,216) (1,715,855)78,685 (11,766,900)(3,613,482) (7,663,362)(4,103,538)
period Accumulated losses at the end of the financial (7,655,386) (1,637,170) (15,380,382) (11,766,900)
16. EARNINGS PER SHARE 2008Centsper share Consolidated Entity2007Centsper share
Basic earnings per share (8.551) 0.133
Diluted earnings per share (8.551) 0.133
2008$ Consolidated Entity2007$
(a) Reconciliation of earnings to net loss
Net profit/(loss)Earnings used in the calculation of basic and (6,018,216) 78,685
diluted EPS (6,018,216) 78,685
(b) Weighted average number of ordinary sharesoutstanding during the period used incalculation of basic and diluted EPS 70,379,946 59,128,853

The options on issue throughout 2007 and 2008 are not dilutive in effect, as the consolidated entity recorded a net loss in 2008.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

17. KEY MANAGEMENT PERSONNEL COMPENSATION

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

Thomas J Burrowes Executive Chairman
Barrie E Laws Non-executive Director
David J Isles Non-executive Director (since 1 June 2008)
Christopher G Anderson Executive Director
Peter G Blight Chief Executive Officer
Melvyn J S Drummond Company Secretary

(b) Directors' and Executives' Compensation

The aggregate compensation made to key management personnel of the company and the Group is set out below:

Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
Short-term employees benefits 487,473 424,916 487,473 424,916
Post-employment benefits 107,111 132,334 107,111 132,334
Other long-term benefits - - - -
Termination benefits - - - -
Share-based payment 172,418 75,984 172,418 75,984
767,002 633,234 767,002 633,234

(c) Number of options held by key management personnel

2008 Balance1/07/07 Grantedascompensation Optionsexercised Netchangeother Balance30/06/08 Totalvested30/06/08 Totalexercisable30/06/08 Totalunexercisable30/06/08
Directors
T J Burrowes 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
B E Laws 500,000 - - - 500,000 500,000 500,000 -
D J Isles 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
C G Anderson 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
Executives
P G Blight - 1,000,000 - - 1,000,000 908,145 500,000 408,145
M J Drummond - 250,000 - - 250,000 250,000 250,000 -
B Michaelidis 250,000 - - (250,000) - - - -
3,750,000 1,250,000 - (250,000) 4,750,000 4,658,145 4,250,000 408,145
2007 Balance1/07/06 Grantedascompensation Optionsexercised Netchangeother Balance30/06/07 Totalvested30/06/07 Totalexercisable30/06/07 Totalunexercisable30/06/07
Directors
T J Burrowes 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
B E Laws 500,000 - - - 500,000 500,000 500,000 -
D J Isles 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
C G AndersonExecutives 1,000,000 - - - 1,000,000 1,000,000 1,000,000 -
B Michaelidis 250,000 - - - 250,000 250,000 250,000 -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

17. KEY MANAGEMENT PERSONNEL COMPENSATION (cont'd)

(d) Shares issued on exercise of compensation options

No shares were issued to directors or executives on exercise of compensation options during the financial year.

(e) Loans to key management personnel

There were no loans to key management personnel at anytime during the current or prior financial year.

(f) Number of shares held by key management personnel

2008 Balance1/07/07 Received asCompensation OptionsExercised Net changeother Balance30/06/08
Directors
T J Burrowes 1,086,112 - - - 1,086,112
B E Laws 75,000 - - 425,000 500,000
D J Isles 73,612 - - - 73,612
C G Anderson 75,000 - 75,000
Executives
P G Blight - - - 625,977 625,977
M J Drummond - - - 40,000 40,000
B Michaelidis 5,000 - - (5,000) -
1,314,724 - - 1,085,977 2,400,701
2007 Balance1/07/06 Received asCompensation OptionsExercised Net changeother Balance30/06/07
Directors
T J Burrowes 1,086,112 - - - 1,086,112
B E Laws 75,000 - - - 75,000*
D J Isles 73,612 - - - 73,612
C G Anderson 75,000 - - - 75,000
Executives
B Michaelidis 5,000 - - - 5,000
1,314,724 - - - 1,314,724

* On 15 August 2007 Mr Laws purchased an additional 425,000 shares

18. REMUNERATION OF AUDITORS

Remuneration for audit or review of the financial
reports of the Company 29,200 24,000 29,200 24,000
Other services - 9,000 - 9,000
29,200 33,000 29,200 33,000

19. COMMITMENTS FOR EXPENDITURE

Exploration Commitments 1,825,447 1,547,951 - -

In order to maintain current rights of tenure to exploration tenements, the Company has minimum exploration expenditure requirements up until the expiry of leases. These obligations, which are subject to renegotiation upon expiry of leases, are not provided for in the financial statements and are payable:

  • Not later than one year 1,825,447 1,547,951 -

Exploration commitments later than one year are dependent on management assessment of prospectivity and desirability of retaining the current suite of exploration projects.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

20. RELATED PARTIES

Directors

The names of the persons who were directors of Stellar Resources Limited at any time during the financial period are as follows:

Thomas J Burrowes Executive Chairman
Barrie E Laws Non-executive Director
David J Isles Non-executive Director (since 1 June 2008)
Christopher G Anderson Executive Director

Remuneration Benefits

Information on remuneration benefits of Directors is disclosed in the Directors' Report.

Transaction of Directors and Director-Related Entities Concerning Shares or Share Options

Directors and Director-related entities hold directly, indirectly or beneficially as at the reporting date the following equity interests in the Consolidated Entity:

Consolidated Entity Company
2008$ 2007$ 2008$ 2007$
Ordinary shares - - 1,734,724 1,309,724
Options over ordinary shares - - 3,500,000 3,500,000

Other Transactions with Directors and Director – Related Entities

During the period, geological, geophysical and field services were provided at commercial rates by a director related entity, Euro Exploration Services Pty Ltd, of which Mr Anderson was both a Director and shareholder. Euro Exploration Services Pty Ltd charged $160,597 (inclusive of GST) (2007: $95,000) in relation to these services.

Other Transactions with Directors and Director – Related Entities (cont'd)

During the period, Providence Gold and Minerals Pty Ltd (PGM) of which Mr Burrowes is a Director and shareholder undertook exploration activities under a joint venture arrangement whereby exploration costs are borne on a 50/50 basis between PGM and the Company were $2,821 (inclusive of GST) (2007: $36,631).

21. SUBSIDIARIES

Country of Incorporation 2008 Percent Owned (%)2007
Company:
Stellar Resources Limited Australia - -
Subsidiaries of Stellar Resources Limited:
Balrone Holdings Pty Ltd Australia 100% 100%
Rilo Explorations Pty Ltd Australia 100% 100%
Bridgedale Holdings Pty Ltd Australia 100% 100%
Hiltaba Gold Pty Ltd Australia 100% 100%
Rubicon Min Tech Ventures Pty Ltd Australia 100% 100%
Hillment Pty Ltd Australia 100% 100%
Columbus Metals Limited Australia 100% -

Columbus Metals Limited a wholly-owned subsidiary was incorporated on 14 September 2007, has entered into a deed of cross guarantee with Stellar Resources Limited pursuant to ASIC Class Order 98/1418 dated 19 June 2008 and is relieved from the requirement to prepare and lodge an audited financial report.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

21. SUBSIDIARIES (cont'd)

The consolidated income statement and balance sheet of the entities party to the deed of cross guarantee are:

Income Statement Consolidated2008$
Revenue 260,436
Administration expenditureDepreciation and amortisation expensesImpairment of loans to subsidiaries (1,242,238)(46,254)(2,585,624)
Loss before tax (3,613,680)
Income tax (expense)/benefit -
Profit/(loss) for the year (3,613,680)
Balance Sheet Consolidated2008$
Current assetsCash and cash equivalentsTrade and other receivablesOther 2,175,047212,70026,275
Total current assets 2,414,022
Non-current assetsProperty, plant and equipmentExploration expenditure 163,6081,304,577
Total non-current assets 1,468,185
Total assets 3,882,207
Current liabilitiesTrade and other payablesProvisions 236,08838,682
Total current liabilities 274,770
Total liabilities 274,770
Net assets 3,607,437
EquityIssued CapitalReservesAccumulated losses 18,359,428628,589(15,380,580)
Total equity 3,607,437

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

21. SUBSIDIARIES (cont'd)

Accumulated Losses Consolidated2008$
Accumulated losses as at beginning of the financial year (11,766,900)
Net (loss) (3,613,680)
Accumulated losses as at end of the financial year (15,380,580)

(a) Joint venture interest acquired

DateAcquired Cost ofAcquisition PercentageAcquired
The following joint venture interest was acquired during the period:
2008
Western Metals Limited 02/04/08 $1,178,000 60%
Western Metals Limited
Book value Fair value Fair value on
Net assets acquired $ adjustment$ acquisition$
Current assets:
Exploration expenditure 1,100,000 - 1,100,000
Non-current assets:
Property, plant and equipment 78,000 - 78,000
1,178,000 - 1,178,000
Net cash flow on acquisition
2008
$
Total purchase consideration 1,178,000
Less: non-cash consideration – issuance of
equity instruments in Stellar Resources Limited (878,000)
Consideration paid in cash 300,000

2008

No subsidiaries were acquired during the period

2007

No subsidiaries were acquired during the period

(b) Subsidiaries disposed

No subsidiaries were disposed during the period

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

2008 Consolidated Entity2007 Company2007
22. CASH FLOW INFORMATION $ $ 2008$ $
Reconciliation of cash flow from operations withloss after Income Tax
Profit/(loss) for the year (6,018,216) 78,685 (3,613,482) (4,103,538)
Depreciation of property, plant and equipmentLoss on sale of property, plant and equipmentExploration expenditure write offEmployee equity-settled benefitsDiminution in investmentsProvision for subsidiary loan receivablesIncome tax expenses 46,69519,3412,233,664255,966--652,980 37,145-261,30175,984--(494,950) 46,046--255,966-2,595,099- 36,558--75,984612,0002,987,284-
Fair value (gains) on financial assetsFair value loss on financial assets -2,092,486 (349,877)- -- --
Changes in assets and liabilities(Increase)/decrease in receivables(Increase)/decrease in prepaymentsIncrease/(decrease) in payablesIncrease/(decrease) in employee entitlementsIncrease/(decrease) in provisions 45,883(21,576)51,7384,07320,702 (36,074)21,627(18,317)(4,377)- 45,883(21,576)51,7384,07320,702 (36,074)21,627(18,317)(4,377)-
Cash flows used in operations (616,264) (428,853) (615,551) (428,853)

The shares in listed investments of $1,282,126 (Note 8) do not constitute an operating or financing activity due to their nature and, therefore, are not shown in the cash flow information above. This amount is represented by a combination of shares and options in UraniumSA Limited and options in Gippsland Offshore Petroleum Limited issued to the company as follows:

  • 6,666,667 Gippsland Offshore Petroleum Limited options were granted to Rilo Exploration Pty Ltd (a wholly owned subsidiary of Stellar) in consideration for rights held in certain petroleum tenements.
  • 10,266,980 shares were granted to Hiltaba Gold Pty Ltd (a wholly owned subsidiary of Stellar) on the successful listing of UraniumSA Limited pursuant to a Joint Venture with UraniumSA Limited granting uranium exploration rights on six of Stellar's exploration licenses in the Tarcoola region of the central Gawler Craton.

23. FINANCIAL INSTRUMENTS

(a) Off-balance sheet derivative instruments

The Company does not utilise any off-balance sheet derivative instruments.

(b) Commodity contracts

As at 30 June 2008, the Company does not have in place any commodity contracts.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

23. FINANCIAL INSTRUMENTS (cont'd)

(c) Credit risk exposure

The company does not have any credit risk exposure.

(d) Categories of financial instruments

Consolidated Entity Company
2008 2007 2008 2007$
-
- - 1,387,567 -
241,700 261,399 207,700 259,399
2,175,047 5,252,181 2,175,047 5,252,181
1,026,796 3,203,396 - -
236,088 473,302 236,088 473,302
$255,330 $1,629,192 $-
  • (i) Derivative instruments include options in UraniumSA and Gippsland Offshore Petroleum, companies listed on the Australian Stock Exchange.
  • (ii) Available-for-sale financial assets includes shares in UraniumSA and Gippsland Offshore Petroleum.

(e) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern.

The Group's overall strategy remains unchanged from 2007.

The capital structure of the Group consists of cash and cash equivalents and equity holders of the parent, comprising issued capital, reserves and accumulated losses disclosed in notes 13, 14 and 15.

None of the Group's entities are subject to externally imposed capital requirements.

(f) Market risk

The Group's activities expose it primarily to the financial risks of changes in interest rates (refer note (d)).

There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk from the previous period.

(g) Interest rate risk management

The company and the Group are exposed to interest rate risk on cash and cash equivalents.

The company and the Group's exposures to interest rates on financial assets are detailed in the liquidity risk management section of this note.

(h) Interest rate sensitivity analysis

The Group's sensitivity to interest rates has decreased during the current period mainly due to a decrease in the level of cash and cash equivalents at balance date.

(i) Other price risks

The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

23. FINANCIAL INSTRUMENTS (cont'd)

(j) Equity price sensitivity

The sensitivity analyses below have been determined based on the exposure to equity price risks at the reporting date.

At reporting date, if the equity prices had been 5%p.a. higher or 5%p.a. lower:

  • net losses for the year ended 30 June 2008 would have increased/decreased by $51,335 (2007: net loss for the year would have been unaffected as the equity investments classified as available-for-sale would not have decreased below the previous revaluation increments).
  • Investment revaluation reserve would have still been nil at 30 June 2008 (2007: investment revaluation reserve would have increased/decreased by $160,165).

The Group's sensitivity to equity prices has not changed significantly from the prior year.

(k) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and is limited because the Group has no trade receivables as the Group is still exploring for minerals rather than producing.

(l) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework for the management of the Group's funding and liquidity management requirements. The Group manages liquidity risk by maintaining sufficient cash balances.

(m) Liquidity and interest risk tables

The following tables detail the company's and the Group's remaining contractual maturity for its nonderivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

(n) Interest rate risk exposure

The Company's exposure to interest rate risk and the effective weighted average interest rate by maturity periods is set out in the following table:

Consolidated WeightedAverageEffectiveInterestRate Less than1 Month 1-3Months 3 Monthsto 1 Year 1-5Years 5+Years
% $ $ $ $ $
2008
Financial assets
Non-interest bearing 7.80% 214,700 - - - -
Financial liabilitiesNon-interest bearing 236,088 - - - -
2007
Financial assets
Non-interest bearing 6.28% 261,399 - - - -
Financial liabilities
Non-interest bearing 473,302 - - - -

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

23. FINANCIAL INSTRUMENTS (cont'd)

(n) Interest rate risk exposure (cont'd)

Company WeightedAverageEffectiveInterestRate Less than1 Month 1-3Months 3 Monthsto 1 Year 1-5Years 5+Years
% $ $ $ $ $
2008
Financial assets
Non-interest bearing 7.80% 207,700 - - - -
Financial liabilitiesNon-interest bearing 236,088 - - - -
2007
Financial assetsNon-interest bearing 6.28% 266,098 - - - -
Financial liabilities
Non-interest bearing 473,302 - - - -

(o) Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

  • the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.
  • the fair value of derivative instruments are calculated using quoted prices and option pricing models.

Quoted prices

Financial assets in this category include shares in UraniumSA a company listed on the Australian Stock Exchange.

Derivatives

Derivatives include options in UraniumSA and Gippsland Offshore Petroleum, companies listed on the Australian Stock Exchange.

24. STATEMENT OF OPERATIONS BY SEGMENTS

The consolidated entity only operates in the Australian mineral exploration sector where it is actively pursuing opportunities.

25. EVENTS SUBSEQUENT TO REPORTING DATE

As previously announced, the IPO of Columbus Metals Limited, as a focused tin development company is progressing. On 25 July, 2008, Stellar Resources Limited ("Stellar") announced that an agreement has been reached with Gippsland Limited ("Gippsland") to merge their respective joint venture interests in the Tasmanian Heemskirk Tin project (formerly known as the Zeehan Tin project) into Stellar's subsidiary Columbus Metals Limited ("Columbus").

The agreement is conditional upon Columbus raising a minimum of $10 million and being admitted to the ASX on or before 31 December 2008 or such later date as may be agreed.

The agreement prescribes that Gippsland will be issued with 15 million $0.25cents fully paid ordinary shares or the same number of fully paid ordinary shares that Stellar will hold in Columbus at the time of its admission to the ASX, if that number is greater than 15 million.

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

The following additional information is required by Australian Stock Exchange Limited in respect of listed public companies.

1. Shareholding

The issued capital of the company was 77,891,501 ordinary shares fully paid as at 18 August 2008, of which all are listed on the Australian Stock Exchange. In addition, the company has on issue 5,050,000 unlisted options to acquire shares at an exercise of 30 cents per share at any time up to 30 November 2010 and 500,000 unlisted options to acquire shares at an exercise of 25 cents per share at any time up to 31 January 2011.

(a) Distribution of Shareholder Numbers

Size of Holding Number ofShareholders Units % Number ofOptionholders Units %
1 – 1,000 229 93,505 11.63 - - -
1,001 – 5,000 553 1,645,562 28.09 - - -
5,001 – 10,000 326 2,770,980 16.56 - - -
10,001 – 100,000 763 27,489,973 38.75 2 150,000 2.70
100,001 and over 98 45,891,481 4.98 9 5,400,000 97.30
1,969 77,891,501 100.00 11 5,550,000 100.00

There were 603 shareholders who held less than a marketable parcel (912,634 shares) based on the market price of 14.5 cents.

(b) Substantial shareholder as at 18 August 2008

Number ofShares Held %
7.14
5,000,000 6.42
10,560,666 13.56
5,560,666

(c) 20 Largest Shareholders – Ordinary Shares

Name Number ofShares Held %
1 WML Investments Pty Ltd 5,560,666 7.14
2 JPC International Pty Ltd 5,000,000 6.42
3 L J Thomson Pty Ltd 3,750,000 4.81
4 AWJ Investments Pty Ltd 2,425,000 3.11
5 J P Morgan Nominees Australia Limited 2,005,000 2.57
6 Mr David John Lauritz & Mrs Deborah Mad 1,600,000 2.05
7 Fountain Oaks Pty Ltd 1,245,000 1.60
8 Providence Gold and Minerals Pty Ltd 1,000,000 1.26
9 Mr Alvise Pase 879,136 1.13
10 Carojon Pty Ltd 750,000 0.96
11 Dr Leon Eugene Pretorius 750,000 0.96
12 Batavia Oil & Gas Pty Ltd 700,000 0.90
13 Toad Facilities Pty Ltd 667,500 0.86
14 UBS Wealth Management Australia Nominees Pty Ltd 645,977 0.83
15 Octifil Pty Ltd 600,000 0.77
16 Calama Holdings Pty Ltd 600,000 0.77
17 ANZ Nominees Limited 599,170 0.77
18 F H Nominees Pty Ltd 508,406 0.65
19 Mr Alvise Pase 500,100 0.64
20 Dreammaster Pty Ltd 500,000 0.64
30,285,955 38.84

(d) Largest Optionholders

Name Number ofOptions Held %
1 T J Burrowes 1,000,000 18.00
2 C G Anderson 1,000,000 18.00
3 D J Isles 1,000,000 18.00
4 P G Blight 1,000,000 18.00
5 B E Laws 500,000 9.20
6 M J S Drummond 250,000 4.60
7 T H Whiting 250,000 4.60
8 B F Rava 250,000 4.60
5,250,000 95.00

(e) Voting Rights

Voting rights of members are governed by the company's Constitution. In summary, on the show of hands, every member present in person or by proxy shall have one vote and, upon a poll, every such attending member shall be entitled to one vote for every share held.

(f) Unquoted and Restricted Securities

Options over un-issued Shares

  • 3,500,000 options are on issue to four Stellar Directors. These options are exercisable up to 10 December 2008 at an exercisable price of 30 cents.
  • 1,000,000 options are on issue to the Chief Executive Officer. 500,000 options are exercisable up to 30 November 2010 at an exercisable price of 30 cents. An additional 500,000 options are exercisable up to 31 January 2011 at an exercisable price of 25 cents.
  • 375,000 options are on issue to Stellar employees. These options are exercisable up to 19 August 2009 at an exercisable price of 30 cents each.
  • 675,000 options are on issue to Stellar Employees. These options are exercisable up to 30 November 2010 at an exercisable price of 30 cents each.

SCHEDULE OF TENEMENTS

Area2)(km Sllarinheldtetetres(%) Reisdileholdetettgrer Dadtetegran Exiry/pondutpaymene Notes
ExlorionLicetpa EL4632 -TriakoJoinVetncen NeSohWlestutrewua,
61 51 AnlogldAshaiAuliaLimid,TriakoReLimidttratetegonssources(CBHReLimid)tenowsources //21121993 //20122007Rel for twnewaolodedyearsgon/11/20till2107, sndingatpeas/07/20308 No1te
ExlorionLicetpa EL6556 -PaHaNet,ncenamaw SohWlestau
38 100 BalroHoldingPLdtytnes //11042006 //10042010 Note7
MiningLeMLase 5TalaPrjSoh460 -t,trcoooecu Auliatras
15.61ha 100 GoHilbaldPLdtatyt //11012005 //10012010
MiningLeMLase So4667 -TalaPrjht,trcoooecu Auliatras
4.49ha 100 HilbaGoldPLdtatyt 11/01/2005 10/01/2010
MiningLeMLase 519 -TalaPrjSoh7t,trcoooecu Auliatras
4.68ha 100 GoHilbaldPLdtatyt //11012005 //10012010
MiningLeMLase 5300 -TalaPrjSoht,trcoooecu Auliatras
ha2.89 100 HilbaGoldPLdtatyt //11012005 //10012010
ExlorionLicetpa ELTala,Soh4167 -tncercoou Auliatras
1249 100 HilbaGoldPLdtatyt 30/0/20087 29/0/20097 No2te
ExlorionLicetpa EL3205 -PindingSohAutnceu, liatras
500 100 HilbaGoldPLdtatyt //10052004 //9052009 Note2
ioniceExlortLpa ierSoEL3253 -HWll,tncenseu iahAutrals
427 100 HilbaGoldPLdtatyt 29/09/2004 28/09/2009 No2te
ExlorionLicetpa EL3336 -RobinsRiseSonceu, hAuliattras
818 100 GoHilbaldPLdtatyt //9052005 //8052007 No6te
ExlorionLicetpa CaSoEL3369 -dinghtncernu, Auliatras
263 100 HilbaGoldPLdtatyt 4/0/20075 3/0/20077 No2te
ExlorionLicetpa EL332 -WioSohAu7tncearrr,u liatras
165 100 HillmPLdttyten //8072005 //7072007 No3te
ExlorionLicetpa SoEL3436 -LakeWnceoorong, hAuliattrasu
889 100 HilbaGoldPLdtatyt //20102005 //19102006

SCHEDULE OF TENEMENTS

Area2)(km Sintellartetheldres(%) isiRetedttleholdegrer Datetedgran iry/Expondutpaymene Notes
ExlorionLicetpanc SoEL3500 -Kyheinghtecru, Auliatras
91 100 HilbaGoldPLdtatyt //18012006 //17012007 Note2
ExlorionLicetpanc EL5PeSohAu383 -ttyternau, liatras
598 100 GoHilbaldPLdtatyt //21062006 //20062009
ExlorionLicetpanc EL3752 -CleakinSwensam SohAuliattrap,su
637 100 HilbaGoldPLdtatyt //19042007 //18042012
ioniceExlortLpanc CrSoEL3753 -Lok,tengeeu iahAutrals
927 100 HilbaGoldPLdtatyt 19/04/2007 18/04/2012
ExlorionLicetpanc EL3799 -ColaddingSoteou, hAuliatras
58 100 GoHilbaldPLdtatyt //12062007 //11072012 No2te
ExlorionLicetpanc CaSoEL3850 -iewlooerreru, hAuliattras
227 100 HilbaGoldPLdtatyt 23/0/20077 22/0/20127
ExlorionLicetpanc EL398 -CollJV,Soh7teweu Auliatras
840 0 GoAvReLimid,dbyHilbaldPLdtetatytocasourcesmanage //23092002 //22082007 No4te
ExlorionLicetpanc CoSoEL3148 -llJV,hteweu Auliatras
312 0 AvReLimid,dbyHilbaGoldPLdtetatytocasourcesmanage //26112003 //25112008 Note4
ExlorionLicetpanc ELCollJV,Soh3418 -teweu Auliatras
85 0 GoAvReLimid,dbyHilbaldPLdtetatytocasourcesmanage //16092005 //15092010 No4te
ExlorionLicetpanc EL4125 -WWirridaSoteesu, hAuliattras
426 100 HilbaGoldPLdtatyt //24042008 //23042013
ExlorionLicetpanc EL/Hekirk,Ta462003 -eems iasman
193 100 RubicoMinTehVePLdtutytncnres 3/02/2005 9/02/2010
ExlorionLicetpanc EL1/2004 -RaRiveemsayr, Taiasman
90 100 RubicoMinTehVePLdtutytncnres //3022005 //9022010
ExlorionLicetpanc /EL212004 -DudaTaens,sm iaan
13 100 RubicoMinTehVePLdtutytncnres 26/06/2004 2/06/20095 Note5
ExlorionLicetpanc EL49/2004 -RaTaeynesman, ia
28 100 RubicoMinTehVePLdtutytncnres //3022005 //9022010
ExlorionLicetpanc /CrEL502004 -Ewk,Tatearee iasman
32 100 RubicoMinTehVePLdtutytncnres 3/02/2005 9/02/2010

SCHEDULE OF TENEMENTS

Area2)(km Sllarinheldtetetres()% Reisdileholdetettgrer Dadtetegran Exiry/pontdupaymene Notes
ioniceExlortLpanc /CrEL212006 -Ha'sengman iak,Taeesman
8 100 RubicoMinTehVePLdtutytncnres 9/10/2006 8/10/2011
ExlorionLicetpanc EL44/2006 -CoinnTaera,sm iaan
125 100 RubicoMinTehVePLdtutytncnres //17042007 //16042012
ReionLicetetnnce /RL51997 -ZehaTaen,sman ia
6 60 ColumbuMelsLimid,GiplandLimidtatetesps /06/20085 19/06/2009 No8te
ExlorionLicetpanc EL4525 -NohBedigVterno, iciator
374 50 GoSPrideld adMinelsPLd,llarReLimidtytteteovncenrasources //11012001 //10012009 No9te
ExlorionPeitparm /foPeleuEPPVicP47 -ttrorm SGilbeBlock,GiplandBain,BaiViciattrat,torpssssr
230 3 MobyOil&GaLd,BaSiOilCoLimid,EaleBattrattesssmpanygyReNLsources 28/0/20015 2/12/20087

Notes:

  • Note 1 Stellar has earned its 51% interest and has elected to sole fund a 60% interest.
  • Note 2 UraniumSA Limited earning 70% in uranium interest
  • Stellar retained 100% interest in BHP Billiton Falcon Access Areas
  • Note 3 Memorandum of Understanding for farm-out to Toro Energy Limited
  • Note 4 Stellar has a right to earn 75% interest
  • Note 5 Purchased from Discovery Nickel Limited (now Discovery Metals Limited)
  • Note 6 Earn-in agreement with Red Metal Limited and Phelps Dodge Australasia, Inc.
  • Note 7 Pending renewal approval
  • Note 8 Columbus Metals Limited 60%, Gippsland Limited 40%
  • Note 9 Reduced interest to an entitlement of 2% royalty on gross production over the defined surveyed area

CORPORATE DIRECTORY

DIRECTORS

Thomas J Burrowes (Executive Chairman) Barrie E Laws (Non-executive) David J Isles (Non-executive) Christopher G Anderson (Executive)

COMPANY SECRETARY

Melvyn J Drummond

CHIEF EXECUTIVE OFFICER

Peter G Blight

REGISTERED OFFICE

Level 7, Exchange Tower 530 Little Collins Street Melbourne VIC 3000

Telephone: (03) 9909 7618 Facsimile: (03) 9909 7621 E-Mail: [email protected] Website: www.stellarresources.com.au

Registers of unlisted employee and other options held at this address

ADELAIDE OFFICE

63 King William Street Kent Town SA 5067

Telephone: (08) 8363 1589

LEGAL ADVISOR

Bryan Cumming Level 7, Exchange Tower 530 Little Collins Street Melbourne VIC 3000

AUDITOR

Deloitte Touche Tohmatsu QV Building 180 Lonsdale Street Melbourne VIC 3000

BANKERS

National Australia Bank Limited Level 2, 330 Collins Street Melbourne VIC 3000

HOME STOCK EXCHANGE

Australian Stock Exchange Limited 530 Collins Street Melbourne VIC 3000

ASX code for shares: SRZ

SHARE REGISTRY

Link Market Services Limited Level 9, 333 Collins Street Melbourne VIC 3000

Register of listed ordinary shares held at this address