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STREAMPLAY STUDIO LIMITED — Annual Report 2010
Sep 30, 2010
65841_rns_2010-09-30_ea40e736-361f-4d20-a93c-95f4c4315f99.pdf
Annual Report
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Gippsland Limited and its Controlled Entities
ABN 31 004 766 376
Annual Financial Report
30 June 2010
| DIRECTORS' REPORT 1 | ||
|---|---|---|
| AUDITORS' INDEPENDENCE DECLARATION12 | ||
| STATEMENT OF COMPREHENSIVE INCOME 13 | ||
| STATEMENT OF FINANCIAL POSITION14 | ||
| STATEMENT OF CASH FLOWS 15 | ||
| STATEMENT OF CHANGES IN EQUITY16 | ||
| NOTES TO THE FINANCIAL STATEMENTS17 | ||
| 1 | CORPORATE INFORMATION 17 | |
| 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 17 | |
| 3 | REVENUES, OTHER INCOME AND EXPENSES27 | |
| 4 | INCOME TAX 28 | |
| 5 | EARNINGS PER SHARE 30 | |
| 6 | CASH AND CASH EQUIVALENTS 31 | |
| 7 | TRADE AND OTHER RECEIVABLES (CURRENT)32 | |
| 8 | OTHER FINANCIAL ASSETS (NON‐CURRENT)32 | |
| 9 | PROPERTY, PLANT AND EQUIPMENT 34 | |
| 10 | EXPLORATION AND EVALUATION EXPENDITURE35 | |
| 11 | TRADE AND OTHER PAYABLES (CURRENT) 35 | |
| 12 | PROVISIONS (CURRENT) 35 | |
| 13 | LOANS AND BORROWINGS (CURRENT)36 | |
| 14 | CONTRIBUTED EQUITY 36 | |
| 15 | RESERVES AND ACCUMULATED LOSSES 37 | |
| 16 | INTERESTS IN CONTROLLED ENTITIES38 | |
| 17 | INTERESTS IN JOINT VENTURE OPERATIONS AND BUSINESS UNDERTAKINGS 38 | |
| 18 | EXPENDITURE COMMITMENTS38 | |
| 19 | SHARE BASED PAYMENT PLANS39 | |
| 20 | CONTINGENT LIABILITIES AND CONTINGENT ASSETS41 | |
| 21 | SUBSEQUENT EVENTS41 | |
| 22 | REMUNERATION OF AUDITORS 42 | |
| 23 | RELATED PARTY DISCLOSURE42 | |
| 24 | KEY MANAGEMENT PERSONNEL44 | |
| 25 | SEGMENT INFORMATION47 | |
| 26 | FINANCIAL INSTRUMENTS 49 | |
| DIRECTOR'S DECLARATION55 | ||
| INDEPENDENT AUDITOR'S REPORT56 | ||
| ASX ADDITIONAL INFORMATION 58 |
Your Directors present their report with respect to the results of Gippsland Limited ("Gippsland" or "the Company") and its controlled entities ("the Group") for the year ended 30 June 2010 ("the Balance Date") and the state of affairs of the Company and the Group at Balance Date.
DIRECTORS
The names of the Directors in office at any time during or since the end of the year are as below. Directors were in office for this entire period unless otherwise stated.
Mr Ian Jeffrey Gandel Mr Robert John Telford Mr John Stuart Ferguson Dunlop Mr John Damian Kenny Mr Jon Starink
Names, qualifications, experience and special responsibilities
Ian Jeffrey Gandel ‐ Chairman (Non‐executive) LLB, BEc, FCPA, FAICD
Mr Gandel was appointed Director and non‐executive chairman on 24 June 2009. He is also a member of the Company's Remuneration Committee and Audit Committee.
Mr Gandel is a successful Melbourne businessman with extensive experience in retail management and retail property. He has been a Director of the Gandel Retail Trust and has had an involvement in the construction and leasing of Gandel shopping centres. He has been involved in the Priceline retail chain and the Corporate Executive Offices chain of serviced offices.
Through his private investment vehicles, Mr Gandel has been an investor in the mining industry since 1994. Mr Gandel is currently a substantial shareholder in a number of publicly listed Australian companies and, through his private investment vehicles, now holds and explores tenements in his own right in Victoria, Western Australia and Queensland.
During the past three years Mr Gandel has served as a Director of the following listed companies: Alliance Resources Limited* – Appointed 31/10/2003 Alkane Resources Ltd* – Appointed 25/7/2006
Robert John Telford ‐ Director (Executive) and Chief Executive Officer AWAIT (Chem), MRACI
Mr Telford was appointed Director on 20 January 1992. He is a member of the Company's Audit Committee.
Mr Telford holds an Associate degree in Pure Chemistry (Organic and Inorganic) having graduated from the Institute of Technology of Western Australia (now Curtin University) in 1967.
Mr Telford has been a major shareholder in technology‐based industries for some 30 years in the capacity of Chief Executive Officer ("CEO"). He has been involved in the pharmaceutical industry having been a past chairman and major shareholder of the company Inovax Limited.
As a major shareholder, Mr Telford has held the position of CEO in companies involved in inorganic and organic chemical manufacture for over 15 years. He has been involved in the international resource industry for some 25 years via private and public companies and in the main is responsible for securing the Company's interest in its Egyptian resource projects.
Mr Telford is a Member of the Royal Australian Chemical Institute.
He is not currently a Director of any other listed company nor has he been within the last three years.
Jon Starink – Director (Executive) BSC (Hons), BChemE(Hons), MApplSc, FAusIMM, FIEAust, FIChemE, MRACI, MTMS, CPEng, CChem, CSci
Mr Starink was appointed Director on 8 May 2007.
Based in London, Jon Starink is a Chartered Professional Engineer, a Chartered Scientist and a Chartered Industrial Chemist, a Fellow of the Institution of Engineers Australia, a Fellow of the Australasian Institute of Mining and Metallurgy, a Fellow of the Institution of Chemical Engineers, a Member of The Metallurgical Society and a Member of the Royal Australian Chemical Institute.
He has over 30 years experience in the mining industry in the role of both Executive and Non‐Executive Director. His extensive practical and operational experience includes engineering design and project management; mining exploration management; science and engineering research & development and process innovation & development.
Mr Starink served in senior technical and engineering roles with the Sons of Gwalia Ltd Greenbushes tantalum‐tin project for 10 years where he was directly responsible for process development, project design and construction management for the tin smelter and tantalum extraction projects.
During the past three years Mr Starink has served as a Director of the following listed company: Manaccom Corporation Limited ‐ Resigned 22 November 2008.
John Stuart Ferguson Dunlop – Director (Non‐executive) BE, M Eng Sc, P Cert Arb, CP, FAusIMM, FIMMM, MSME, MCIMM, MMICA
Mr Dunlop was appointed Director on 1 July 2005. He is also Chairman of the Company's Remuneration Committee.
Mr Dunlop is a certified Mine Manager having approximately 40 years of international surface and underground mining experience in a variety of base metals, industrial and precious metals production.
He is a former Director of the Australasian Institute of Mining and Metallurgy (AusIMM) and remains Chairman of its affiliate, the Mineral Industry Consultants Association (MICA).
Mr Dunlop is a highly experienced mining professional having been involved in the design, construction and on‐going operation of a number of major resource projects throughout the world.
He has operated his own mining consulting firm since 1992 and was previously a senior executive with BHP's (now BHP Billiton) Minerals Division, before becoming General Manager Operations for Aztec Mining Co Ltd until that company's takeover by Normandy Mining Ltd.
During the past three years Mr Dunlop has served as a Director of the following listed companies:
Alliance Resources Limited* – Appointed 30/11/1994 Alkane Resources Ltd* – Appointed 4/7/2006 Copper Strike Ltd* – Appointed 9/11/2009 Drummond Gold Ltd – Resigned 15/7/2010
John Damian Kenny – Director (Non‐executive) B Com (Hons), LLB
Mr Kenny was appointed Director on 2 September 1999. He is also a member of the Company's Remuneration Committee and is Chairman of the Company's Audit Committee.
Mr Kenny is a corporate and resources lawyer with a specialised interest in venture capital, initial public offerings and mergers and acquisitions. He has extensive experience in public equity fundraisings and the pricing of equity, debt and derivative securities.
During the past three years Mr Kenny has served as a Director of the following listed company: The ARK Fund Limited* ‐ Appointed 18 June 2003
* denotes current directorship
Interest in Shares and Options of the Company and related bodies corporate
As at the date of this report, the interest of the directors in the shares and options of Gippsland Limited were:
| Number of Ordinary | Number of Options | Exercise Price of | Expiry date of | |
|---|---|---|---|---|
| Shares | over Ordinary Shares | Options | Options | |
| IJ Gandel | 133,824,073 | ‐ | ‐ | ‐ |
| RJ Telford | 18,497,446 | 5,000,000 | 15c | 31 May 2012 |
| JSF Dunlop | ‐ | 2,000,000 | 15c | 31 May 2012 |
| JD Kenny | 2,892,858 | 1,000,000 | 15c | 31 May 2012 |
| J Starink | 300,000 | 2,000,000 | 15c | 31 May 2012 |
OPTIONS
At the date of this report, the unissued ordinary shares of Gippsland Limited under option are as follows:
| Grant Date | Date of Expiry | Exercise Price | Number under Option |
|---|---|---|---|
| 16 May 2006 | 26 May 2012 | $0.135 | 25,000,000 |
| 05 February 2008 | 15 December 2011 | UK£0.0665 | 4,000,000 |
| 28 November 2008 | 31 May 2012 | $0.150 | 17,000,000 |
| 17 August 2009 | 14 December 2011 | $0.080 | 10,000,000 |
COMPANY SECRETARY
The following person held the position of company secretary at the end of the financial year:
Rowan St John Caren BCom, CA
Mr Caren was appointed Company Secretary on 15 August 2006.
Mr Caren was employed by the chartered accountancy firm Price Waterhouse Coopers in Australia and overseas for six years and has been directly involved in the minerals exploration industry for a further 13 years. He also provides company secretarial and corporate advisory services to several exploration companies and is a member of the Institute of Chartered Accountants in Australia.
MEETINGS OF DIRECTORS
During the financial year, 8 meetings of directors were held. Attendances by each director during the year were as follows:
| Directors' Meetings | Audit Committee | Remuneration Committee | ||||
|---|---|---|---|---|---|---|
| Held | Attended | Held | Attended | Held | Attended | |
| IJ Gandel | 8 | 8 | 2 | 2 | 1 | 1 |
| RJ Telford | 8 | 8 | 2 | 2 | ‐ | ‐ |
| JSF Dunlop | 8 | 6 | ‐ | ‐ | 1 | 1 |
| JD Kenny | 8 | 7 | 2 | 2 | 1 | 1 |
| J Starink | 8 | 6 | ‐ | ‐ | ‐ | ‐ |
PRINCIPAL ACTIVITIES
The principal activities of the entities within the Group during the year were exploration and development of commercially and economically viable mineral resources. There were no significant changes in the nature of the Group's principal activity during the year.
CONSOLIDATED RESULTS
The consolidated operating loss of the Group after providing for income tax amounted to $2,894,769 (2009: $2,751,352).
Review of Operations
During the year the Company continued to focus on the development of the Abu Dabbab tantalum/tin project in Egypt. In addition, the Company's operations included:
- exploration activities in Eritrea including completion of a reconnaissance drainage geochemical survey and completion of a programme of geochemical sampling and geological mapping to follow up on the encouraging results from the drainage geochemical survey.
- successful completion of a renounceable rights issue.
- commencement of drilling at the Company's 40% owned Heemskirk Tin Project by the Company's joint venture partner.
- entering into a Memorandum of Understanding in the Kingdom of Saudi Arabia ("KSA") to investigate various mineral projects located with the Arabian‐Nubian Shield of the KSA.
Financial Position
The net assets of the Group have increased by $1,914,164 to $4,900,620 at 30 June 2010. The increase has largely resulted from the following factors:
- proceeds from the issue of shares raising $4,372,958;
- conversion of a convertible loan for $800,000 into 80,000,000 shares at $0.01 per share;
- a consolidated operating loss of the Group of $2,894,769; and
- foreign currency translation differences of $275,212.
As at Balance Date the group had working capital of $381,775.
DIVIDENDS
No dividends were declared or paid during the financial year.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
The following significant changes in the state of affairs of the Company occurred during the financial year:
- a) The issue of 10,000,000 options on 17 August 2009 for nil consideration to International Finance Corporation pursuant to the renegotiation of the International Finance Corporation Subscription Agreement to allow increased flexibility for capital raisings. The options had an exercise price of $0.087 and an expiry date of 14 December 2011. On 9 November 2009, the exercise price of the options was amended to $0.08;
- b) Completed the issue and allotment of 15,625,000 shares at a placement price of $0.032 on 18 August 2009;
- c) Conversion of the $800,000 convertible loan funding facility from Abbotsleigh Pty Limited, at the conversion rate of one share for every $0.01 of the outstanding amount of the loan, into 80,000,000 shares on 28 August 2009;
- d) Completed a rights issue and allotment of 121,029,937 shares at a placement price of $0.032 on 14 October 2009;
- e) Repayment of the loans to two directors of the Company who provided unsecured, interest free loans to the Company for the purposes of working capital. Mr Telford was repaid $250,000 and Mr Starink was repaid $50,000;
- f) A total of $150,000 was loaned by Mr Gandel to the Company for working capital and subsequently repaid. The loan was unsecured and interest free.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
During July 2010, the Company's 100% owned subsidiary Nubian Resources Pty Ltd was granted a 2,100km2 Exploration Licence plus three new 100km2 Prospecting Licences (total 2,400 km2), in the highly prospective Adobha region of The State of Eritrea.
During August 2010, drilling at the near surface Queen Hill deposit at Zeehan in Tasmania has confirmed continuity of high grade tin mineralisation over potentially mineable widths in relation to the Company's 40% owned Heemskirk Tin Project. On 28 September 2010, further results were reported in relation to the Heemskirk Tin Project.
During September 2010, Patersons Corporate Finance was appointed to act as Lead Manager for a placement of up to 80,000,000 shares at $0.04 per share to raise up to $3,200,000 before costs. As at the date of signing the financial report, the Company had firm commitments for the full $3,200,000.
During September 2010, the Gippsland Board of Directors resolved to pursue the spin off via an IPO and listing on ASX Limited of Gippsland's 100% owned Adobha Project located in the State of Eritrea and Gippsland's 40% interest in the Heemskirk Tin Project located in Tasmania.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Information as to likely developments in the operations of the Company and the Group and the expected results of those operations in future financial years has not been included in this report because, in the opinion of the Directors, it would prejudice the interests of the Company and the Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group's operations are not currently subject to any significant environmental regulations under either Australian or Egyptian legislation. However, the board is committed to achieving a high standard of environmental performance, and regular monitoring of potential environmental exposures is undertaken by management. The board considers that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Group.
An environmental and social impact assessment was updated during the previous financial year for the Abu Dabbab project in Egypt.
The Group is required to carry out its activities in accordance with the Mining Laws and regulations in the areas in which it undertakes its exploration activities.
INDEMNITY AND INSURANCE OF OFFICERS
During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay an insurance premium as follows:
The Company has paid premiums to insure any director or officer of Gippsland Limited 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 or officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The amount of the premium is $21,090 (2009: $16,905). The Company has entered into "Deeds of Indemnity, Access and Insurance" with directors and officers in which the Company agrees to indemnify the directors and officers in respect of certain liabilities incurred by the director or officer while acting in their capacity for the Company and to insure the director or officer against certain risks they are exposed to as a director or officer of the Company.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. No proceedings have been brought or intervened in or on behalf of the Company with leave of the court under section 237 of the Corporations Act 2001.
NON‐AUDIT SERVICES
No non‐audit services were provided by the Company's current auditor, Deloitte Touche Tomatsu ("Deloitte").
The following non‐audit services were provided by the Company's previous auditor, PKF Chartered Accountants & Business Advisors ("PKF"). The board of directors is satisfied that the provision of non‐audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non‐audit service means the auditor independence was not compromised.
Fees for non‐audit services were paid/payable to PKF during the year ended 30 June 2010 as follows: Taxation Services $24,122
Corporate Advisory Fees Nil
AUDITORS INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2010 has been received and can be found on page 12 of the directors' report.
REMUNERATION REPORT (Audited)
This report details the nature and amount of remuneration for each director of Gippsland Limited, and for the executives receiving the highest remuneration.
Remuneration Policy
The remuneration policy of Gippsland Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long‐term incentives. The board of Gippsland Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Group, as well as create goal congruence between directors, executives and shareholders.
The board's policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as follows:
- The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, is developed and approved by the board after seeking professional advice from independent external consultants as required.
- All executives receive a base salary (which is based on factors such as length of service and experience).
- The board reviews executive packages annually by reference to the Group's performance, executive performance and comparable information from industry sectors.
The board policy is to remunerate non‐executive directors at market rates for time, commitment and responsibilities. The board determines payments to the non‐executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non‐executive directors is currently fixed at $150,000 with any change in this amount subject to approval by shareholders at the Annual General Meeting. Fees for non‐executive directors are not linked to the performance of the Group. However, to align directors' interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the option plan.
No relationship exists between the remuneration policy and the Company's performance.
Details of key management personnel (including the highest paid executives of the Company and the Group)
(i) Directors
| IJ Gandel | ‐ Chairman (Non‐Executive) |
|---|---|
| RJ Telford | ‐ Executive Director and Chief Executive Officer |
| J Starink | ‐ Executive Director |
| JSF Dunlop | ‐ Non‐Executive Director |
| J Kenny | ‐ Non‐Executive Director |
(ii) Executives
| JM Chisholm | ‐ Chief Geologist |
|---|---|
| A Ayyash | ‐ Regional Manager ‐ Middle East and North Africa |
| RS Caren | ‐ Company Secretary |
| NA Marston | ‐ Chief Financial Officer – resigned 8 January 2010 |
| PR Sims | ‐ Chief Financial Officer – resigned 17 November 2008 |
Non‐Executive Director Remuneration
IJ Gandel
- Remuneration: $50,000 per annum.
- Details of remuneration entitlement on termination: Payment of fees up to the date of termination.
JSF Dunlop
- Remuneration: $25,000 per annum.
- Details of remuneration entitlement on termination: Payment of fees up to the date of termination.
J Kenny
- Remuneration: $25,000 per annum.
- Details of remuneration entitlement on termination: Payment of fees up to the date of termination.
Employment Contracts
RJ Telford ‐ Executive Director and Chief Executive Officer
- Term of agreement: 1 January 2004 until terminated in accordance with the agreement.
- Remuneration: $250,000 per annum.
- Period of notice for termination/resignation: Three months written notice by either party.
- Details of remuneration entitlement on termination: Payment of consulting fees up to the date of termination.
J Starink ‐ Executive Director
- Term of agreement: 8 May 2007 until terminated in accordance with the agreement.
- Remuneration: $120,000 per annum.
- Period of notice for termination/resignation: Three months written notice by either party.
- Details of remuneration entitlement on termination: Payment of consulting fees up to the date of termination or payment of three months salary in lieu of notice.
JM Chisholm ‐ Chief Geologist
- Remuneration: $175 per hour.
- Period of notice for termination/resignation: None.
- Details of remuneration entitlement on termination: Payment of consulting fees up to the date of termination.
A Ayyash ‐ Regional Manager ‐ Middle East and North Africa
- Term of agreement: 1 March 2008 until 1 March 2011.
- Remuneration: $158,600 per annum.
- Period of notice for termination/resignation: One month written notice by either party.
- Details of remuneration entitlement on termination: Payment of salary and employee entitlements up to the date of termination.
RS Caren ‐ Company Secretary
- Term of agreement: 15 August 2006 until terminated in accordance with the agreement.
- Remuneration: $5,000 per month.
- Period of notice for termination/resignation: One month written notice by either party.
- Details of remuneration entitlement on termination: Payment of consulting fees up to the date of termination.
NA Marston ‐ Chief Financial Officer (resigned 8 January 2010)
- Term of agreement: 3 December 2008 until terminated in accordance with the agreement (8 January 2010).
- Remuneration: $200,000 per annum.
- Period of notice for termination/resignation: Two months written notice by either party.
- Details of remuneration entitlement on termination: Payment of salary and employee entitlements up to the date of termination.
PR Sims ‐ Chief Financial Officer (resigned 17 November 2008)
- Term of agreement: 7 August 2006 until terminated in accordance with the agreement (17 November 2008).
- Remuneration: $265,000 per annum.
- Period of notice for termination/resignation: Three months written notice by either party.
- Details of remuneration entitlement on termination: Payment of salary and employee entitlements up to the date of termination.
Remuneration of key management personnel and the highest paid executives of the Company and the Group
Table 1: Remuneration for the year ended 30 June 2010
| Key ManagementPersonnel | Short‐termBenefitsCash, salary andcommissions | Share‐basedPaymentOptions | Post‐employmentBenefitsSuperannuation | Total | Remunerationconsisting ofoptions for theyear |
|---|---|---|---|---|---|
| $ | $ | $ | $ | % | |
| Non‐Executive Directors | |||||
| Mr IJ Gandel | 50,000 | ‐ | ‐ | 50,000 | 0.00% |
| Mr JSF Dunlop | 25,700 | ‐ | ‐ | 25,700 | 0.00% |
| Mr JD Kenny | 25,000 | ‐ | ‐ | 25,000 | 0.00% |
| Sub‐total | 100,700 | ‐ | ‐ | 100,700 | |
| Executive Directors | |||||
| Mr RJ Telford | 250,000 | ‐ | ‐ | 250,000 | 0.00% |
| Mr J Starink | 120,000 | ‐ | ‐ | 120,000 | 0.00% |
| Sub‐total | 370,000 | ‐ | ‐ | 370,000 | |
| Other key management | |||||
| personnel | |||||
| Mr A Ayyash | 167,062 | ‐ | ‐ | 167,062 | 0.00% |
| Mr RS Caren | 62,975 | ‐ | ‐ | 62,975 | 0.00% |
| Dr JM Chisholm* | 145,600 | ‐ | ‐ | 145,600 | 0.00% |
| Mr NA Marston (resigned 8 | 127,750 | ‐ | 11,498 | 139,248 | 0.00% |
| January 2010) | |||||
| Sub‐total | 503,387 | ‐ | 11,498 | 514,885 | |
| Total | 974,087 | ‐ | 11,498 | 985,585 |
Table 2: Remuneration for the year ended 30 June 2009
| Key ManagementPersonnel | Short‐termBenefitsCash, salary andcommissions | Share‐basedPaymentOptions | Post‐employmentBenefitsSuperannuation | Total | Remunerationconsisting ofoptions for theyear |
|---|---|---|---|---|---|
| $ | $ | $ | $ | % | |
| Non‐Executive Directors | |||||
| Mr IJ Gandel | ‐ | ‐ | ‐ | ‐ | ‐ |
| Mr JSF Dunlop | 25,500 | 2,000 | ‐ | 27,500 | 7.27 |
| Mr JD Kenny | 18,750 | 1,000 | ‐ | 19,750 | 5.06 |
| Sub‐total | 44,250 | 3,000 | ‐ | 47,250 | |
| Executive Directors | |||||
| Mr RJ Telford | 152,000 | 5,000 | ‐ | 157,000 | 3.18 |
| Dr JM Chisholm* | 118,333 | 3,000 | ‐ | 121,333 | 2.47 |
| Mr J Starink | 80,000 | 2,000 | ‐ | 82,000 | 2.44 |
| Sub‐total | 350,333 | 10,000 | ‐ | 360,333 | |
| Other key management | |||||
| personnel | |||||
| Mr A Ayyash | 165,099 | 1,000 | ‐ | 166,099 | 0.60 |
| Mr RS Caren | 69,483 | 1,000 | ‐ | 70,483 | 1.42 |
| Mr NA Marston | 72,453 | ‐ | 6,520 | 78,973 | ‐ |
| Mr PR Sims | 116,391 | ‐ | 11,639 | 128,030 | ‐ |
| Sub‐total | 423,426 | 2,000 | 18,159 | 443,585 | |
| Total | 818,009 | 15,000 | 18,159 | 851,168 |
* Dr JM Chisholm resigned as a director of the Company on 15 May 2009
Table 3: Compensation Options: Granted and vested during the year (consolidated)
The following are grants of share‐based payment compensation to directors and senior management:
| 30 June 2010 | Terms & Conditions for Each Grant | Vesting date | ||||
|---|---|---|---|---|---|---|
| Fair Value per | Exercise | |||||
| Option at | Price per | |||||
| Grant Date ($) | option ($) | |||||
| Granted No. | Grant Date | (note 19) | (note 19) | Expiry Date | ||
| Nil | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| 30 June 2009 | Terms & Conditions for Each Grant | Vesting date | ||||
| Fair Value per | Exercise | |||||
| Option at | Price per | |||||
| Grant Date ($) | option ($) | |||||
| Granted No. | Grant Date | (note 19) | (note 19) | Expiry Date | ||
| Directors | ||||||
| Mr RJ Telford | 5,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
| Dr JM Chisholm | 3,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
| Mr JSF Dunlop | 2,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
| Mr JD Kenny | 1,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
| Mr J Starink | 2,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
| Executives | ||||||
| Mr A Ayyash | 1,000,000 | 28 Nov 2008 | 0.001 | 0.15 | 31 May 2012 | Vests at date of grant |
Table 4: Shares issued on exercise of compensation options (consolidated)
| 30 June 2010 | |||
|---|---|---|---|
| Shares issued | Paid per share | Unpaid per share | |
| No. | $ | $ | |
| Directors | |||
| Nil | ‐ | ‐ | ‐ |
| 30 June 2009 | |||
| Shares issued | Paid per share | Unpaid per share | |
| No. | $ | $ | |
| Directors | |||
| Nil | ‐ | ‐ | ‐ |
Table 5: Share‐based payment arrangements in existence
During the financial year, the following share‐based payment arrangements were in existence in relation to directors and senior management.
| Options series | Grant date | Expiry date | Grant datefair value | Vesting date |
|---|---|---|---|---|
| (1) Issued 28 November 2008 | 28 November 2008 | 31 May 2012 | $0.0010 | Vests at date of grant |
There are no further service or performance criteria that need to be met in relation to options granted under series (1) before the beneficial interest vests in the recipient.
During the financial year:
- There were no grants of share‐based payment compensation to directors or senior management.
- No directors or senior management exercised options that were granted to them as part of their compensation.
- No options held by directors or senior management lapsed.
[END OF REMUNERATION REPORT]
Signed in accordance with a resolution of the Board of Directors.
RJ TELFORD Director
Dated this 30th day of September 2010.
Deloitte Touche Tohmatsu ABN 74 490 121 060
Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
DX: 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (8) 9365 7001 www.deloitte.com.au
The Board of Directors Gippsland Limited 207 Stirling Highway CLAREMONT WA 6010
30 September 2010
Dear Board Members
Gippsland Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Gippsland Limited and its controlled entities.
As lead audit partner for the audit of the financial statements of Gippsland Limited for the financial year ended 30 June 2010, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Neil Smith Partner Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2010
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| Note | 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | ||
| Continuing Operations | |||||
| Finance revenue | 3(a) | 61,446 | 10,809 | 61,445 | 10,023 |
| Other Income | 3(b) | 2,994 | 6,494 | 2,994 | 6,494 |
| Total Income | 64,440 | 17,303 | 64,439 | 16,517 | |
| Administration expense | 3(c) | (988,964) | (1,387,443) | (576,985) | (935,791) |
| Employee benefits expense | 3(d) | (1,111,176) | (1,201,186) | (822,071) | (872,873) |
| Foreign exchange gain/(losses) | 10,392 | (93,057) | 4,313 | (92,967) | |
| Share based payment expense | (181,000) | ‐ | (181,000) | ‐ | |
| Exploration expense | (16,501) | ‐ | (1,411) | ‐ | |
| Project evaluation expense | (362,468) | ‐ | ‐ | ‐ | |
| Depreciation and amortisation expense | (38,299) | (57,155) | (13,622) | (20,308) | |
| Impairment of intercompany loans | ‐ | ‐ | (1,171,869) | (1,698,175) | |
| Impairment of exploration and evaluationexpenditure | (250,398) | (29,749) | ‐ | ‐ | |
| Finance costs | (20,795) | (65) | (20,795) | (65) | |
| Total expenses | (2,959,209) | (2,768,655) | (2,783,440) | (3,620,179) | |
| Loss before income tax | (2,894,769) | (2,751,352) | (2,719,001) | (3,603,662) | |
| Income tax expense | 4 | ‐ | ‐ | ‐ | ‐ |
| Loss after income tax | (2,894,769) | (2,751,352) | (2,719,001) | (3,603,662) | |
| Other comprehensive income | |||||
| Exchange rate differences on translatingforeign operations | (275,212) | 458,635 | ‐ | ‐ | |
| Total other comprehensive income | (275,212) | 458,635 | ‐ | ‐ | |
| Total comprehensive income/(loss) for theperiod | (3,169,981) | (2,292,717) | (2,719,001) | (3,603,662) | |
| Profit/(loss) is attributable to:Members of the parentNon‐controlling interest | (3,169,981) | (2,292,717) | (2,719,001) | (3,603,662) | |
| (3,169,981) | (2,292,717) | (2,719,001) | (3,603,662) | ||
| Total comprehensive income/(loss) isattributable to: | |||||
| Members of the parentNon‐controlling interest | (3,169,981)‐ | (2,292,717)‐ | (2,719,001)‐ | (3,603,662)‐ | |
| (3,169,981) | (2,292,717) | (2,719,001) | (3,603,662) | ||
| Basic earnings/(loss) per share (cents pershare) | 5 | (0.58) | (0.86) | ||
| Diluted earnings/(loss) per share (cents pershare) | 5 | (0.58) | (0.86) |
The accompanying notes form an integral part of this Statement of Comprehensive Income.
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010
| CONSOLIDATED | PARENT | |||||
|---|---|---|---|---|---|---|
| Note | 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | |||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | 6 | 1,223,122 | 114,127 | 1,147,375 | 68,038 | |
| Trade and other receivables | 7 | 33,556 | 31,707 | 31,810 | 31,707 | |
| Other Assets | 42,958 | 58,752 | 35,635 | 54,229 | ||
| Total Current Assets | 1,299,636 | 204,586 | 1,214,820 | 153,974 | ||
| Non‐Current Assets | ||||||
| Other financial assets | 8 | ‐ | ‐ | 27,788 | 27,688 | |
| Property, plant and equipment | 9 | 133,846 | 168,340 | 47,922 | 49,223 | |
| Exploration and evaluation | 10 | 4,384,999 | 4,422,641 | ‐ | ‐ | |
| Total Non‐Current assetsTOTAL ASSETS | 4,518,8455,818,481 | 4,590,9814,795,567 | 75,7101,290,530 | 76,911230,885 | ||
| LIABILITIES | ||||||
| Current Liabilities | ||||||
| Trade and other payables | 11 | 900,625 | 688,713 | 45,164 | 248,909 | |
| Provisions | 12 | 17,236 | 20,398 | 2,925 | 4,679 | |
| Loans and Borrowings | 13 | ‐ | 1,100,000 | ‐ | 1,100,000 | |
| Total Current Liabilities | 917,861 | 1,809,111 | 48,089 | 1,353,588 | ||
| TOTAL LIABILITIES | 917,861 | 1,809,111 | 48,089 | 1,353,588 | ||
| NET ASSETS | 4,900,620 | 2,986,456 | 1,242,441 | (1,122,703) | ||
| EQUITY | ||||||
| Equity attributable to equity holders of theparent | ||||||
| Contributed Equity | 14(a) | 35,581,715 | 30,678,570 | 35,581,715 | 30,678,570 | |
| Reserves | 15 | 622,497 | 716,709 | 530,402 | 349,402 | |
| Accumulated losses | 15 | (31,303,592) | (28,408,823) | (34,869,676) | (32,150,675) | |
| TOTAL EQUITY | 4,900,620 | 2,986,456 | 1,242,441 | (1,122,703) |
The accompanying notes form an integral part of this Statement of Financial Position.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2010
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| Note | 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | |||
| Cash flows from operating activities | |||||
| Payments to suppliers and employees | (2,272,893) | (2,454,397) | (1,586,498) | (1,711,339) | |
| Interest received | 61,583 | 10,809 | 60,468 | 10,023 | |
| Finance costs | (20,795) | ‐ | (20,795) | ‐ | |
| Other receipts | 1,880 | 6,494 | 2,994 | 6,494 | |
| Net cash flows (used in) operating activities | 6 | (2,230,225) | (2,437,094) | (1,543,831) | (1,694,822) |
| Cash flows from investing activities | |||||
| Payments for exploration and evaluation | (457,715) | (1,172,590) | ‐ | ‐ | |
| Payments for property, plant and equipment | (13,807) | (2,602) | (12,321) | (1,444) | |
| Increase in investment in subsidiary | ‐ | ‐ | (100) | ‐ | |
| Loans to controlled entities within the Group | ‐ | ‐ | (1,171,869) | (1,698,175) | |
| Net cash flows (used in) investing activities | (471,522) | (1,175,192) | (1,184,290) | (1,699,619) | |
| Cash flows from financing activities | |||||
| Proceeds from issue of fully paid shares | 14(b) | 4,372,958 | 1,128,075 | 4,372,958 | 1,128,075 |
| Payment of transaction costs | ‐ | (1,445) | ‐ | (1,445) | |
| Proceeds from borrowings | 150,000 | 1,100,000 | 150,000 | 1,100,000 | |
| Repayment of borrowing | (450,000) | ‐ | (450,000) | ‐ | |
| Payments for share issue costs | (269,813) | ‐ | (269,813) | ‐ | |
| Net cash flows from financing activities | 3,803,145 | 2,226,630 | 3,803,145 | 2,226,630 | |
| Net increase/(decrease) in cash held | 1,101,398 | (1,385,656) | 1,075,024 | (1,167,811) | |
| Net foreign exchange differences | 7,597 | (93,057) | 4,313 | (92,967) | |
| Cash and cash equivalents at beginning of | |||||
| period | 114,127 | 1,592,840 | 68,038 | 1,328,816 | |
| Cash and cash equivalents at end of period | 6 | 1,223,122 | 114,127 | 1,147,375 | 68,038 |
The accompanying notes form an integral part of this Statement of Cash Flows.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2010
| $$$$CONSOLIDATEDAt 1 July 200829,550,495(25,657,471)241,0744,134,098Currency translation differences‐‐458,635458,635Loss for the year‐(2,751,352)‐(2,751,352)Total comprehensive income for the year‐(2,751,352)458,635(2,292,717)Transactions with owners in theircapacity as ownersIssue of share capital1,128,075‐‐1,128,075Cost of share‐based payments‐‐17,00017,000At 30 June 200930,678,570(28,408,823)716,7092,986,456Currency translation differences‐‐(275,212)(275,212)Loss for the year‐(2,894,769)‐(2,894,769)Total comprehensive income for the year‐(2,894,769)(275,212)(3,169,981)Transactions with owners in theircapacity as ownersIssue of share capital5,172,958‐‐5,172,958Transaction costs(269,813)‐‐(269,813)Cost of share‐based payments‐‐181,000181,000At 30 June 201035,581,715(31,303,592)622,4974,900,620PARENTAt 1 July 200829,550,495(28,547,013)332,4021,335,884Loss for the year‐(3,603,662)‐(3,603,662)Total comprehensive income for the year‐(3,603,662)‐(3,603,662)Transactions with owners in theircapacity as ownersIssue of share capital1,128,075‐‐1,128,075Cost of share‐based payments‐‐17,00017,000At 30 June 200930,678,570(32,150,675)349,402(1,122,703)Loss for the year‐(2,719,001)‐(2,719,001)Total comprehensive income for the year‐(2,719,001)‐(2,719,001)Transactions with owners in theircapacity as ownersIssue of share capital5,172,958‐‐5,172,958Transaction costs(269,813)‐‐(269,813)Cost of share‐based payments‐‐181,000181,000 | Issued | Accumulated | Reserves | Total | |
|---|---|---|---|---|---|
| capital | Losses | (Note 15) | Equity | ||
| At 30 June 2010 | 35,581,715 | (34,869,676) | 530,402 | 1,242,441 |
The accompanying notes form an integral part of this Statement of Changes in Equity.
FOR THE YEAR ENDED 30 JUNE 2010
1 CORPORATE INFORMATION
The financial report of Gippsland Limited for the year ended 30 June 2010 was authorised for issue in accordance with a resolution of the directors on 30 September 2010.
Gippsland Limited which is the ultimate parent company, is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.
The nature of the operations and principal activities of the Group is exploration and mine development.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and applicable Australian Accounting Standards.
The financial report has also been prepared on a historical cost basis, except where stated.
The financial report is presented in Australian dollars and all values are in whole dollars.
(b) Going Concern
The Consolidated Entity and the Company have incurred net losses after tax of $2,894,769 and $2,719,001, and experienced net cash outflows from operations of $2,230,225 and $1,543,831 respectively for the year ended 30 June 2010. As at 30 June 2010, the Consolidated Entity and the Company had working capital of $381,775 and $1,166,731 respectively and the Consolidated Entity had cash assets of $1,223,122.
The directors have prepared a cash flow forecast for the period ending 30 September 2011 which indicates that the current cash resources will not meet expected cash outgoings, without additional equity funding.
At the signing date of the financial report, the Company had firm commitments of $3,200,000 in relation to a capital raising with funds expected by early October 2010.
In addition, as detailed in Note 21, the Company has announced its decision to pursue the spin off via an underwritten IPO and listing on the Australian Securities Exchange, of the Company's 100% interest in its Eritrea project, and 40% interest in its Tasmanian project, which when completed will remove the Company's minimum expenditure requirements on the Eritrea and Tasmanian projects.
Based on the above factors, the directors are satisfied that the going concern basis of preparation is appropriate. The financial report has therefore been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
FOR THE YEAR ENDED 30 JUNE 2010
(c) Statement of Compliance
Compliance with Australian Accounting Standards ensures the financial report, the financial statements and notes comply with International Financial Reporting Standards ("IFRS").
New accounting standards and interpretations
The Group has adopted all new and revised Australian Accounting Standards and AASB Interpretations that are relevant to its operations and effective for reporting periods beginning on 1 July 2009. The following standards have been adopted during the year:
| New or revised requirement | Effective for annualreporting periodsbeginning/endingon or after | More information | Impact on Group |
|---|---|---|---|
| AASB 101: Presentation of Financial Statements(Revised September 2007), AASB 2007‐8Amendments to Australian Accounting Standards &Interpretations and AASB 2007‐10 FurtherAmendments to AASBs arising from AASB 101.The revised standard affects the presentation ofchanges in equity and comprehensive income. Itdoes not change the recognition, measurement ordisclosure of specific transactions and other eventsrequired by other AASB standards. | Beginning 1 January2009 | This has beenadopted for theyear ended 30 June2010 | The Group hasadopted therevisedterminologies forpresentation of itsfinancialstatements inaccordance withAASB 101. |
| AASB 8: Operating Segments, AASB 2007‐3Amendments to Australian Accounting Standards5, 6, 102, 107, 119, 127, 134, 136, 1023 & 1038arising from AASB 8.This standard supersedes AASB 114, SegmentReporting introducing a US GAAP approach ofmanagement reporting as part of the convergenceproject with FASB. | Beginning 1 January2009 | This has beenadopted for theyear ended 30 June2010 | The Group hasrevised itsdisclosurerequirements inaccordance withAASB 8, for theGroup's operatingsegments, asdescribed in Note25. |
| AASB 123: Borrowing Costs (Revised), AASB 2007‐6Amendments to Australian Accounting Standards 1,101, 107, 111, 116, 138 and Interpretations 1 & 12.This revision eliminates the option to expenseborrowing costs on qualifying assets and requiresthat they be capitalised. The Amending Standardeliminates reference to the expensing option invarious other pronouncements. | Beginning 1 January2009 | This has beenadopted for theyear ended 30 June2010 | The adoption ofthis standard hadno impact on theGroup. |
| AASB 2008‐1: Amendments to AASB 2 "Share BasedPayments"The amendment clarifies that vesting conditionscomprise service conditions and performanceconditions only. Other features of a share‐basedpayment are not vesting conditions. It also specifiesthat all cancellations, whether by the entity or byother parties, should receive the same accountingtreatment. | Beginning 1 January2009 | This has beenadopted for theyear ended 30 June2010 | The adoption ofthis standard hadno impact on theGroup. |
FOR THE YEAR ENDED 30 JUNE 2010
| New or revised requirement | Effective for annualreporting periodsbeginning/endingon or after | More information | Impact on Group |
|---|---|---|---|
| AASB 2008‐7: Amendments to AustralianAccounting Standards – Cost of an Investment in aSubsidiary, Jointly Controlled Entity or AssociateThis amends and clarifies the following standardsAASB 101, AASB 118, AASB 127 & AASB 136 for thetreatment of determining the cost of an investmentin a subsidiary, jointly controlled entity or associate | Beginning 1 January2009 | This has beenadopted for theyear ended 30 June2010 | The adoption ofthis standard hadno impact on theGroup. |
| AASB 3 Business Combinations (Revised), AASB 127Consolidated and Separate Financial Statements(Amended), AASB2008‐3 Amendments to AASBsarising from AASB 3 and AASB 127This revision changes the application of acquisitionaccounting for business combinations andaccounting for non ‐ controlling interests. Therevised and amended standards changes affect thevaluation of non controlling interest, theaccounting of transaction costs and the initialrecognition and subsequent recognition ofcontingent considerations. | Beginning 1 July2009 | This has beenadopted for theyear ended 30 June2010 | These standardsare appliedprospectively andhad no materialimpact on priorbusinesscombinations.The adoption hasamended theaccounting policyof businesscombinations forthe Group. |
| AASB 2008‐5 Amendments to AustralianAccounting Standards arising from the AnnualImprovements Project; AASB 2008‐6 FurtherAmendments to Australian Accounting Standardsarising from the Annual Improvements Project;AASB 2009‐4 Amendments to AustralianAccounting Standards arising from the AnnualImprovements Process; AASB 2009‐5 FurtherAmendments to Australian Accounting Standardsarising from the Annual Improvements ProcessThese makes amendments to various AustralianAccounting Standards which have led to a numberof terminology changes, but have had no materialeffect. | Beginning 1 July2009 | This has beenadopted for theyear ended 30 June2010 | The adoption ofthis standard hadno material impacton the Group. |
The following Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective and have not been adopted by the group for the year ended 30 June 2010.
| Standard/Interpretation | Effective for annualreporting periods beginningon or after | Expected to be initiallyapplied in the financial yearending | |
|---|---|---|---|
| | AASB 2009‐5 Further Amendments to AustralianAccounting Standards arising from the AnnualImprovements Project | 1 January 2010 | 30 June 2011 |
FOR THE YEAR ENDED 30 JUNE 2010
| Standard/Interpretation | Effective for annualreporting periods beginningon or after | Expected to be initiallyapplied in the financial yearending | |
|---|---|---|---|
| | AASB 2009‐8 Amendments to AustralianAccounting Standards – Group Cash‐SettledShare‐based Payment Transactions | 1 January 2010 | 30 June 2011 |
| | AASB 2009‐10 Amendments to AustralianAccounting Standards – Classification of RightsIssues | 1 February 2010 | 30 June 2011 |
| | AASB 124 Related Party Disclosures (revisedDecember 2009), AASB 2009‐12 Amendments toAustralian Accounting Standards | 1 January 2011 | 30 June 2012 |
| | AASB 9 Financial Instruments, AASB 2009‐11Amendments to Australian Accounting Standardsarising from AASB 9 | 1 January 2013 | 30 June 2014 |
| | AASB 2009‐14 Amendments to AustralianInterpretation – Prepayments of a MinimumFunding Requirement | 1 January 2011 | 30 June 2012 |
| | Interpretation 19 Extinguishing Financial Liabilitieswith Equity Instruments | 1 July 2010 | 30 June 2011 |
| | AASB 2009‐12: Amendments to AustralianAccounting Standards | 1 January 2011 | 30 June 2012. |
| | AASB 2010‐3 Amendments to AustralianAccounting Standards arising from the AnnualImprovements Project | 1 July 2010 | 30 June 2011 |
| | AASB 2010‐4 Further Amendments to AustralianAccounting Standards arising from the AnnualImprovements Project | 1 July 2011 | 30 June 2012 |
(d) Basis of consolidation
The consolidated financial statements comprise the financial statements of Gippsland Limited and entities (including special purpose entities) controlled by Gippsland Limited (its subsidiaries). 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 financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
All inter‐company balances and transactions, including unrealised profits arising from intra‐group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
FOR THE YEAR ENDED 30 JUNE 2010
Subsidiaries are consolidated from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the Group.
Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Gippsland Limited has control.
(e) Interests in joint ventures
The Group's interest in its joint venture operations is accounted for by recognising the Group's assets and liabilities from the joint venture, as well as expenses incurred by the Group and the Group's share of income earned from the joint venture, in the consolidated financial statements.
(f) Foreign currency translation
Both the functional and presentation currency of Gippsland Limited and its Australian subsidiaries is Australian dollars ($AU).
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the statement of financial position date.
All differences in the consolidated financial report are taken to the statement of comprehensive income with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the statement of comprehensive income.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non‐monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction.
Non‐monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
The functional currency of the overseas subsidiaries Tantalum Egypt JSC, Nubian Resources JSC and Nubian Resources PLC is Egyptian pounds (EGP).
As at the reporting date the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Gippsland Limited at the rate of exchange ruling at the statement of financial position date and the statements of comprehensive income are translated at the weighted average exchange rates for the year.
The exchange differences arising on the retranslation are taken directly to a separate component of equity.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the statement of comprehensive income.
(g) Cash and cash equivalents
Cash and short‐term deposits in the statement of financial position comprise cash at bank and in hand and short‐term deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
FOR THE YEAR ENDED 30 JUNE 2010
(h) Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount which represents fair value at that date less an allowance for any doubtful debts. An allowance of doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.
(i) Other financial assets
Other financial assets in the parent company represent investments in subsidiaries held at cost less any impairment.
(j) Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any impairment losses recognised.
Depreciation is calculated on a straight‐line basis over the estimated useful life of the asset as follows:
Leasehold Improvements ‐ over 2 to 5 years Plant and equipment ‐ over 3 to 10 years
Impairment
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash‐ generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash‐ generating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater of 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.
Impairment losses are recognised in the statement of comprehensive income.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued used of the asset.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the period the item is derecognised.
(k) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is recognised as exploration and evaluation assets, measured on the cost basis. The expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
FOR THE YEAR ENDED 30 JUNE 2010
(l) Recoverable amount of assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash‐generating unit to which the asset belongs.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
(m) Trade and other payables
Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.
(n) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre‐tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(o) Loans and borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.
(p) Contributed equity
Ordinary share capital is recognised at the fair value of the consideration received.
Any transaction costs arising on the issue of shares are recognised directly in equity as a reduction of the share proceeds received.
FOR THE YEAR ENDED 30 JUNE 2010
(q) Share‐based payment transactions
The Group provides remuneration to employees (including directors) of the Group in the form of share‐based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity‐settled transactions').
The cost of these equity‐settled transactions with employees is measured by reference to the fair value at the date at which they are granted. In valuing equity‐settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Gippsland Limited ('market conditions').
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, except for awards where vesting is conditional upon a market condition.
Where the terms of an equity‐settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity‐settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see note 5).
(r) Leases
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. All other leases are classified as finance leases. Operating lease payments are recognised as an expense in the statement of comprehensive income on a straight‐line basis over the lease term. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight‐line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
(s) Revenue
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. 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 that asset's net carrying amount on initial recognition.
FOR THE YEAR ENDED 30 JUNE 2010
(t) Income tax
In principle, deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
- except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry‐forward of unused tax credits and unused tax losses can be utilised:
- except where the deferred income tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive income.
(u) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
- receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the Cash Flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.
FOR THE YEAR ENDED 30 JUNE 2010
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(v) Employee entitlements
Provision is made for the Company's liability for employee benefits arising from services rendered by employees at balance date. Employee benefits expected to be settled within one year, together with entitlements arising from wages and salaries, annual leave and sick leave, which will be settled within one year, have been measured at the amounts expected to be paid when the liability is settled, plus related on‐costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Contributions are made by the entity to employee superannuation funds and are charged as expenses when incurred.
(w) Derecognition of financial instruments
The derecognition of a financial instrument takes place when the Group no longer controls the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party.
(x) Segment reporting
The Group has adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. In contrast, the predecessor Standard (AASB 114 Segment Reporting) required an entity to identify two sets of segments (business and geographical), using a risks and returns approach, with the entity's 'system of internal financial reporting to key management personnel' serving only as the starting point for the identification of such segments. As a result, following the adoption of AASB 8, the identification of the Group's reportable segments has not changed.
(y) Critical accounting judgements and key sources of estimation uncertainty
In the application of Australian Accounting Standards 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 various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. 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 year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
Judgments made by management that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, these relate to impairment of inter‐company loans and exploration and evaluation expenditure.
The criteria used by management in determining the impairment is as follows:
- Inter‐company loans are impaired by the lending company to the extent that there is uncertainty about the future recoverability of such loans from the borrowing company. Reversal of all or part of prior period impairment losses may be approved by management once a borrowing company has a capacity to repay all or part of such inter‐ company loans, and
- The ultimate recoupment of exploration and evaluation expenditure is dependent upon successful development and commercial exploitation or alternatively the sale of the respective areas of interest at an amount at least equal to book value. Therefore exploration and evaluation expenditure is impaired until such time as the aforementioned can be determined, normally by way of a Feasibility Study or some other event. Reversal of prior period impairment losses may be approved by management once the capacity to exploit or sell has been positively determined.
FOR THE YEAR ENDED 30 JUNE 2010
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.
(z) Financial risk management policy
Details of the Group's financial risk management policy are set out in Note 26.
(aa) Compound financial instruments
The Group evaluates the terms of any financial instrument to determine whether it contains both a liability and an equity component. The separate components of a financial instrument that create a financial liability and grant an option to the holder of the instrument to convert it into an equity instrument are recognised separately on the statement of financial position.
(ab)Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
3 REVENUES, OTHER INCOME AND EXPENSES
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Revenue and expenses from continuing operations | |||||
| (a) | Revenue | ||||
| Finance revenue | 61,446 | 10,809 | 61,445 | 10,023 | |
| 61,446 | 10,809 | 61,445 | 10,023 | ||
| (b) | Other income | ||||
| Sundry income | 2,994 | 6,494 | 2,994 | 6,494 | |
| 2,994 | 6,494 | 2,994 | 6,494 | ||
| (c) | Administration expensesIncluded in administrative expenses: | ||||
| Minimum lease payments ‐ operating lease | 145,507 | 144,415 | 126,944 | 122,396 | |
| Consultancy expenses | 63,293 | 25,803 | 63,292 | 24,575 | |
| (d) | Employee benefits expenses | ||||
| Payroll cost | 1,096,651 | 1,158,109 | 807,546 | 829,796 | |
| Superannuation | 14,525 | 26,077 | 14,525 | 26,077 | |
| Share‐based payments expense | ‐ | 17,000 | ‐ | 17,000 | |
| Total employee benefit expenses | 1,111,176 | 1,201,186 | 822,071 | 872,873 |
FOR THE YEAR ENDED 30 JUNE 2010
4 INCOME TAX
| Statement of Comprehensive Income | CONSOLIDATED | PARENT | |||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| (a)The components of income tax expense for the yearsended 30 June 2010 and 2009 are: | |||||
| Statement of Comprehensive Income | |||||
| Current income tax | |||||
| Current income tax charge/(benefit) | ‐ | ‐ | ‐ | ‐ | |
| Deferred income tax | |||||
| Relating to origination and reversal of temporary differencesBenefit from previously unrecognised tax loss used to | ‐ | ‐ | ‐ | ‐ | |
| reduce deferred tax expense | ‐ | ‐ | ‐ | ‐ | |
| Income tax expense/(benefit) reported in statement of | |||||
| comprehensive income | ‐ | ‐ | ‐ | ‐ | |
| Statement of changes in equity | |||||
| Income tax liability reported in equity | ‐ | ‐ | ‐ | ‐ |
A reconciliation of income tax expense (benefit) applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the Group's effective income tax rate for the years ended 30 June 2010 and 2009 is as follows:
| Accounting profit (loss) before tax | (2,894,769) | (2,751,352) | (2,719,001) | (3,603,662) |
|---|---|---|---|---|
| At the statutory income tax rate of 30% (2009: 30%) | (868,431) | (825,405) | (815,700) | (1,081,099) |
| Non‐deductible expenses | 227,039 | 12,680 | 89,934 | 12,680 |
| Temporary differences and tax losses not recognised | 641,392 | 812,725 | 725,766 | 1,068,419 |
| Income tax expense recognised on profit or loss | ‐ | ‐ | ‐ | ‐ |
| ‐ | ‐ | ‐ | ‐ | |
| Effective income tax rate | 0% | 0% | 0% | 0% |
FOR THE YEAR ENDED 30 JUNE 2010
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Unrecognised deferred tax assets and liabilities | |||||
| Deferred tax assets and liabilities have not been | |||||
| recognised in respect of the following items: | |||||
| Deferred tax liabilities | |||||
| Other assets | (146) | (231) | (146) | (231) | |
| Foreign exchange gain | ‐ | (228,176) | ‐ | ‐ | |
| (146) | (228,407) | (146) | (231) | ||
| Deferred tax assets | |||||
| Business related costs | 35,577 | 77,178 | 35,577 | 77,178 | |
| Accrued superannuation | ‐ | ‐ | ‐ | ‐ | |
| Accrued audit fees | 8,115 | 10,538 | 5,054 | 6,843 | |
| Accrued expenses | 2,206 | 60 | 1,500 | 60 | |
| Employee entitlements | 878 | 1,404 | 878 | 1,404 | |
| Borrowing costs | ‐ | 17,571 | ‐ | 17,571 | |
| Foreign exchange gain | ‐ | ‐ | 17 | 20,251 | |
| Foreign exchange loss | 90,890 | 20,278 | ‐ | ‐ | |
| Tax losses (domestic) | 4,444,627 | 4,003,215 | 3,568,376 | 3,218,109 | |
| Trade and other receivables | ‐ | ‐ | 4,923,677 | 4,572,117 | |
| 4,582,293 | 4,130,244 | 8,535,079 | 7,913,533 | ||
| Unrecognised deferred tax assets | (4,582,147) | (3,901,837) | (8,534,933) | (7,913,302) | |
| 146 | 228,407 | 146 | 231 | ||
| Net deferred tax asset | ‐ | ‐ | ‐ | ‐ | |
| Tax losses not recognised | 4,582,147 | 3,901,837 | 8,534,933 | 7,913,302 |
The deductible temporary differences and tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company and Group can utilise benefits.
FOR THE YEAR ENDED 30 JUNE 2010
5 EARNINGS PER SHARE
| CONSOLIDATED | ||
|---|---|---|
| 2010 | 2009 | |
| cents | cents | |
| Basic earnings per share | (0.58) | (0.86) |
| Diluted earnings per share | (0.58) | (0.86) |
| The following reflects the income and share data used in the basic and diluted earnings per share computations:(a)Reconciliation of earnings used in calculating earnings per share | ||
| Profit/(loss) attributable to ordinary equity holders of the Company used incalculating basic and diluted earnings per share | (2,894,769) | (2,751,352) |
| (b)Weighted average number of shares used in the denominator | ||
| Shares | Shares |
| Weighted average number of ordinary shares used as the denominator in | ||
|---|---|---|
| calculating basic earnings per share | 497,548,253 | 320,389,652 |
| Adjusted weighted average number of ordinary shares used in calculating diluted | ||
| earnings per share | 497,548,253 | 320,389,652 |
There were 56,000,000 potential ordinary shares as at 30 June 2010 (46,000,000 for 30 June 2009).
The consolidated entity's options over ordinary shares could potentially dilute basic earnings per share in the future, however they have been excluded from the calculations of diluted earnings per share because they are anti‐dilutive for the years presented.
FOR THE YEAR ENDED 30 JUNE 2010
6 CASH AND CASH EQUIVALENTS
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Cash at bank and in hand | 104,951 | 114,127 | 29,204 | 68,038 | |
| Short term deposits | 1,118,171 | ‐ | 1,118,171 | ‐ | |
| 1,223,122 | 114,127 | 1,147,375 | 68,038 |
Cash at bank and in hand earns interest at floating rates based on daily bank rates.
Short‐term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at the respective short‐term deposit rates.
The fair value of cash and cash equivalents is $1,223,122 (2009: $114,127).
Reconciliation to statement of cash flows
For the purposes of the Statement of Cash Flows, cash and cash equivalents comprise the following at 30 June:
| Cash at bank and in handShort‐term deposits | 104,9511,118,171 | 114,127‐ | 29,2041,118,171 | 68,038‐ |
|---|---|---|---|---|
| 1,223,122 | 114,127 | 1,147,375 | 68,038 | |
| Reconciliation from the net profit/(loss) after taxto the net cash flows from operationsNet Profit/(Loss) after income tax | (2,894,769) | (2,751,352) | (2,719,001) | (3,603,662) |
| Adjustments for: | ||||
| Depreciation and amortisation | 38,300 | 57,155 | 13,622 | 20,308 |
| Impairment losses | 35,224 | 29,749 | 1,171,869 | 1,698,175 |
| Expenses capitalised | ‐ | 1,445 | ‐ | 1,445 |
| Foreign exchange loss (gain) | (42,635) | 354,412 | (4,313) | 93,133 |
| Share options expensed | 181,000 | 17,000 | 181,000 | 17,000 |
| Exploration expenses | 229,959 | ‐ | ‐ | ‐ |
| Changes in assets and liabilities | ||||
| (increase)/decrease in trade and other receivables | (1,849) | 16,234 | (103) | 16,234 |
| (increase)/decrease in other assets | 15,794 | (12,657) | 18,594 | (19,178) |
| (decrease)/increase in provisions | (3,161) | (37,930) | (1,754) | (16,564) |
| (decrease)/increase in trade and other payables | 211,912 | (111,150) | (203,745) | 98,287 |
| Net cash from operating activities | (2,230,225) | (2,437,094) | (1,543,831) | (1,694,822) |
Non‐cash transactions
During the 2010 financial year, the Group entered into the following non‐cash investing and financing activities which are not reflected in the statement of cash flows:
- The issue of 10,000,000 options on 17 August 2009 for nil consideration to International Finance Corporation pursuant to the renegotiation of the International Finance Corporation Subscription Agreement to allow increased flexibility for capital raisings. The options had an exercise price of $0.087 and an expiry date of 14 December 2011. On 9 November 2009, the exercise price of the options was amended to $0.08; and
- Conversion of the $800,000 convertible loan funding facility from Abbotsleigh Pty Limited, at the conversion rate of one share for every $0.01 of the outstanding amount of the loan, into 80,000,000 shares on 28 August 2009.
FOR THE YEAR ENDED 30 JUNE 2010
7 TRADE AND OTHER RECEIVABLES (CURRENT)
| CONSOLIDATED | PARENT | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Trade receivables | (i) | ‐ | ‐ | ‐ | ‐ | ||||||||||||||
| Other receivables | (ii) | 33,556 | 31,707 | 31,810 | 31,707 | ||||||||||||||
| 33,556 | 31,707 | 31,810 | 31,707 |
(i) Trade receivables are non‐interest bearing and are generally on 30‐day terms.
(ii) Other receivables relate to GST receivable from the Australian Taxation Office.
8 OTHER FINANCIAL ASSETS (NON‐CURRENT)
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Loans receivable from controlled entities (a) | ‐ | ‐ | 16,412,258 | 15,240,389 | |
| Provision for impairment of receivables | ‐ | ‐ | (16,412,258) | (15,240,389) | |
| Investments in controlled entities ‐ at cost | ‐ | ‐ | 27,788 | 27,688 | |
| ‐ | ‐ | 27,788 | 27,688 |
The impairment of loans to subsidiaries was $1,171,869 (2009: $1,698,175).
The impairment recognised represents the difference between the carrying amount of these loans receivable and the recoverable amount of the loans at the end of the financial year.
Ageing of impaired loans receivable:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| 0 – 60 days | ‐ | ‐ | 246,836 | 217,775 |
| 60 – 90 days | ‐ | ‐ | 86,189 | 107,747 |
| 90 – 120 days | ‐ | ‐ | 72,620 | 51,370 |
| 120+ days | ‐ | ‐ | 16,006,613 | 14,863,497 |
| Total | ‐ | ‐ | 16,412,258 | 15,240,389 |
All amounts are receivable in Australian dollars
(a) Loans receivable from controlled entities
The loans to controlled entities are advanced interest free, are unsecured and will be repaid when the respective subsidiary is generating sufficient funds and has the financial capacity to meet the loan commitment.
FOR THE YEAR ENDED 30 JUNE 2010
(b) Fair Values
The fair values and carrying values of non‐current receivables of the Group are as follows:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Loan receivables | ‐ | ‐ | ‐ | ‐ |
(c) Interest Rate Risk
Details regarding interest rate risk exposure are disclosed in note 26(b).
(d) Credit risk
Details regarding credit risk exposure are disclosed in note 26(d).
FOR THE YEAR ENDED 30 JUNE 2010
9 PROPERTY, PLANT AND EQUIPMENT
| CONSOLIDATED | PARENT | |||||
|---|---|---|---|---|---|---|
| Leasehold | Plant and | Leasehold | Plant and | |||
| Improvements | equipment | Total | Improvements | equipment | Total | |
| $ | $ | $ | $ | $ | $ | |
| Year ended 30 June 2010 | ||||||
| Balance at 30 June 2009 | 9,252 | 159,088 | 168,340 | 9,252 | 39,971 | 49,223 |
| Additions | ‐ | 13,807 | 13,807 | ‐ | 12,321 | 12,321 |
| Disposals | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Foreign Exchange | ||||||
| Adjustment | ‐ | (10,001) | (10,001) | ‐ | ‐ | ‐ |
| Depreciation charge for | ||||||
| the year | (3,650) | (34,650) | (38,300) | (3,650) | (9,972) | (13,622) |
| Balance at 30 June 2010 | 5,602 | 128,244 | 133,846 | 5,602 | 42,320 | 47,922 |
| At 1 July 2009 | ||||||
| Cost | 18,251 | 317,436 | 335,687 | 18,251 | 110,216 | 128,467 |
| Accumulated | ||||||
| depreciation and | ||||||
| impairment | (8,999) | (158,348) | (167,347) | (8,999) | (70,245) | (79,244) |
| Net carrying amount | 9,252 | 159,088 | 168,340 | 9,252 | 39,971 | 49,223 |
| At 30 June 2010 | ||||||
| Cost | 18,251 | 330,908 | 349,159 | 18,251 | 122,537 | 140,788 |
| Accumulated | ||||||
| depreciation and | ||||||
| impairment | (12,649) | (202,664) | (215,313) | (12,649) | (80,217) | (92,866) |
| Net carrying amount | 5,602 | 128,244 | 133,846 | 5,602 | 42,320 | 47,922 |
| Year ended 30 June 2009 | ||||||
| Balance at 30 June 2008 | 12,902 | 186,845 | 199,747 | 12,902 | 55,351 | 68,253 |
| Additions | ‐ | 2,602 | 2,602 | ‐ | 1,444 | 1,444 |
| Disposals | ‐ | (1,331) | (1,331) | ‐ | (1,331) | (1,331) |
| Foreign Exchange | ||||||
| Adjustment | ‐ | 24,477 | 24,477 | ‐ | ‐ | ‐ |
| Depreciation charge for | ||||||
| the yearBalance at 30 June 2009 | (3,650)9,252 | (53,505)159,088 | (57,155)168,340 | (3,650)9,252 | (15,493)39,971 | (19,143)49,223 |
| At 1 July 2008 | ||||||
| Cost | 18,251 | 316,165 | 334,416 | 18,251 | 110,104 | 128,355 |
| Accumulated | ||||||
| depreciation and | ||||||
| impairment | (5,349) | (129,320) | (134,669) | (5,349) | (54,753) | (60,102) |
| Net carrying amount | 12,902 | 186,845 | 199,747 | 12,902 | 55,351 | 68,253 |
| At 30 June 2009 | ||||||
| Cost | 18,251 | 317,436 | 335,687 | 18,251 | 110,216 | 128,467 |
| Accumulated | ||||||
| depreciation and | ||||||
| impairment | (8,999) | (158,348) | (167,347) | (8,999) | (70,245) | (79,244) |
| Net carrying amount | 9,252 | 159,088 | 168,340 | 9,252 | 39,971 | 49,223 |
FOR THE YEAR ENDED 30 JUNE 2010
10 EXPLORATION AND EVALUATION EXPENDITURE
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Exploration & evaluation expenditure (at cost) | 8,607,962 | 8,893,599 | ‐ | ‐ |
| Accumulated amortisation and impairment | (4,222,963) | (4,470,958) | ‐ | ‐ |
| 4,384,999 | 4,422,641 | ‐ | ‐ | |
| Movement: | ||||
| Exploration & evaluation expenditure | ||||
| Balance at beginning of year | 4,422,641 | 3,105,666 | ‐ | ‐ |
| Current year expenditure | 489,926 | 933,473 | ‐ | ‐ |
| Foreign exchange adjustment | (277,170) | 413,250 | ‐ | ‐ |
| Impairment | (250,398) | (29,749) | ‐ | ‐ |
| Balance at end of year | 4,384,999 | 4,422,641 | ‐ | ‐ |
The ultimate recoupment of exploration and evaluation expenditure is dependent upon successful development and commercial exploitation or alternatively the sale of the respective areas of interest at an amount at least equal to book value.
The directors have reviewed the carrying values of each area of interest as at Balance Date. Where the carrying value of an individual area of interest was in excess of its recoverable amount the area of interest has been written down to its recoverable amount.
For the year ended 30 June 2010 and 30 June 2009, evaluation expenditure on the Abu Dabbab project was capitalised at cost. This project cost will be amortised over the life of the Abu Dabbab operation once production has commenced.
For the year ended 30 June 2010, exploration expenditure of $35,225 (2009: $29,749) on the Wadi Allaqi project was impaired.
11 TRADE AND OTHER PAYABLES (CURRENT)
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Trade payables and accruals (i) | 900,625 | 688,713 | 45,164 | 248,909 |
| 900,625 | 688,713 | 45,164 | 248,909 |
(i) Trade payables and accruals are non‐interest bearing and are normally settled on repayment terms between 7 and 30 days.
12 PROVISIONS (CURRENT)
| CONSOLIDATED | PARENT | |||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |||
| $ | $ | $ | $ | |||
| Provision for annual leave | 17,236 | 20,398 | 2,925 | 4,679 | ||
| 17,236 | 20,398 | 2,925 | 4,679 |
FOR THE YEAR ENDED 30 JUNE 2010
13 LOANS AND BORROWINGS (CURRENT)
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Directors' Loans ‐ unsecured | (i) | ‐ | 300,000 | ‐ | 300,000 |
| Convertible Loan ‐ secured | (ii) (iii) | ‐ | 800,000 | ‐ | 800,000 |
| ‐ | 1,100,000 | ‐ | 1,100,000 |
- (i) In December 2008, Directors' Loans to the value of $300,000 were made to the Company. These loans were repaid to the Directors in October 2009 following the completion of a rights issue by the Company. The loans were interest free and unsecured.
- (ii) On 15 April 2009, the Company secured a 12 month convertible loan for $800,000 from Abbotsleigh Proprietary Limited as trustee for the I.Gandel Share Investment Trust. On 27 August 2009, the loan was converted into 80,000,000 shares in the Company at $0.01 per share. Abbotsleigh Pty Limited became a related party of the Company upon the appointment of Mr Gandel as a director on 24 June 2009. Interest on the loan of $20,795 was paid for the term of the loan up to the date of conversion.
- (iii) The Convertible Loan was secured by a registered specific and floating charge over the legal interest in the present and future assets of Tantalum International Pty Ltd, of any nature or description, situated anywhere in Australia or overseas. The charge has been discharged subsequent to year end.
14 CONTRIBUTED EQUITY
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| (a) Ordinary Shares | ||||
| Issued and fully paid | 35,581,715 | 30,678,570 | 35,581,715 | 30,678,570 |
Fully paid ordinary shares carry one vote per share and carry the right to dividends
| Number of | |||
|---|---|---|---|
| shares | $ | ||
| (b) Movement in ordinary share capital | |||
| At 30 June 2008 | 306,354,325 | 29,550,495 | |
| Share issue | (i) | 17,080,000 | 1,028,075 |
| Share issue | (ii) | 4,545,454 | 100,000 |
| Subtotal (shares issued during year) | 21,625,454 | 1,128,075 | |
| At 30 June 2009 | 327,979,779 | 30,678,570 | |
| Share issue | (iii) | 15,625,000 | 500,000 |
| Share issue | (iv) | 80,000,000 | 800,000 |
| Share issue | (v) | 121,029,937 | 3,872,958 |
| Share issue costs | (269,813) | ||
| Subtotal (shares issued during year) | 216,654,937 | 4,903,145 | |
| At 30 June 2010 | 544,634,716 | 35,581,715 |
(i) 17,080,000 shares issued on 06 October 2008 for cash on exercise of share options at 6.019 cents each.
(ii) 4,545,454 shares issued on 02 March 2009 for cash on exercise of share options at 2.2 cents each.
(iii) 15,625,000 shares issued on 19 August 2009 for cash at 3.2 cents each
(iv) 80,000,000 shares issued on 27 August 2009 in relation to the conversion of an $800,000 convertible loan into shares at 1.0 cent per share.
(v) 121,029,937 shares issued on 14 October 2009 for cash at 3.2 cents each.
FOR THE YEAR ENDED 30 JUNE 2010
15 RESERVES AND ACCUMULATED LOSSES
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| (a) Reserves | ||||
| Option issue reserve | 530,402 | 349,402 | 530,402 | 349,402 |
| Foreign currency translation reserve | 92,095 | 367,307 | ‐ | ‐ |
| 622,497 | 716,709 | 530,402 | 349,402 |
| Option issue reserve$ | Foreign currencytranslationreserve$ | Total$ | |
|---|---|---|---|
| Movements in reserves | |||
| At 1 July 2008 | 332,402 | (91,328) | 241,074 |
| Share based payment | 17,000 | ‐ | 17,000 |
| Currency translation differences | ‐ | 458,635 | 458,635 |
| At 30 June 2009 | 349,402 | 367,307 | 716,709 |
| Share based payment (Note 19) | 181,000 | ‐ | 181,000 |
| Currency translation differences | ‐ | (275,212) | (275,212) |
| As at 30 June 2010 | 530,402 | 92,095 | 622,497 |
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| (b) Accumulated losses | ||||
| Movements in accumulated losses were as | ||||
| follows: | ||||
| Balance 1 July | (28,408,823) | (25,657,471) | (32,150,675) | (28,547,013) |
| Net profit/(loss) for the year | (2,894,769) | (2,751,352) | (2,719,001) | (3,603,662) |
| Balance 30 June | (31,303,592) | (28,408,823) | (34,869,676) | (32,150,675) |
(c) Nature and purpose of reserves
Option issue reserve
The option issue reserve is used to record items recognised as expenses on grant of share options.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the net investment hedged in these subsidiaries.
FOR THE YEAR ENDED 30 JUNE 2010
16 INTERESTS IN CONTROLLED ENTITIES
The consolidated financial statements include the financial statements of Gippsland Limited and the controlled entities listed in the following table:
| Country ofincorporation | Percentage of equity interestheld by the Group | Investment | |||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| % | % | $ | $ | ||
| Tantalum International Pty Ltd | Australia | 100 | 100 | 100 | 100 |
| Here2win.com Pty Ltd | Australia | 100 | 100 | 100 | 100 |
| Nubian Resources Pty Ltd * | Australia | 100 | 100 | 100 | 100 |
| Oryx Resources Pty Ltd | Australia | 100 | ‐ | 100 | ‐ |
| Nubian Resources PLC | United Kingdom | 100 | 100 | 27,388 | 27,388 |
| Tantalum Egypt JSC | Egypt | 50 | 50 | ‐ | ‐ |
| Nubian Resources JSC | Egypt | 100 | 100 | ‐ | ‐ |
| 27,788 | 27,688 |
* Formerly Abutan Pty Ltd
Gippsland Limited is the ultimate Australian parent entity and ultimate parent of the Group.
17 INTERESTS IN JOINT VENTURE OPERATIONS AND BUSINESS UNDERTAKINGS
At 30 June 2010, the Group was a participant in the following joint ventures:
| Name of joint venture | CONSOLIDATED | PARENT | ||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| % Interest | % Interest | % Interest | % Interest | |
| Heemskirk Tin Deposit – Tasmania, Australia | 40 | 40 | 40 | 40 |
| Seiga – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Um Shashoba – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Haimur – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Nile Valley Block E – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Nile Valley Block A – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Um Garayat – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Koleit – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Um Tiur – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
| Abu Swayel – Wadi Allaqi, Egypt | 50 | 50 | ‐ | ‐ |
The joint ventures are not separate legal entities. They are contractual arrangements between the participants and are of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities. The Joint Ventures do not hold any assets and accordingly the Company's share of exploration expenditure is accounted for in accordance with the policy set out in Note 2.
18 EXPENDITURE COMMITMENTS
(a) Lease expenditure commitments
The Group has entered into commercial leases for office accommodation in Perth, Australia and Cairo, Egypt.
Perth Office Lease
The property lease is a non‐cancellable lease with a five year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by the lower of CPI or 5% per annum. An option exists to renew the lease at the end of the five year term for an additional five years.
FOR THE YEAR ENDED 30 JUNE 2010
Cairo Office Lease
The property lease is a non‐cancellable lease with a two year term, with rent payable monthly in advance.
Future minimum rentals payable as at 30 June are as follows:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Within one year | 141,850 | 146,690 | 127,850 | 126,690 |
| After one year but not more than five years | 58,350 | 171,400 | 58,350 | 161,400 |
| 200,200 | 318,090 | 186,200 | 288,090 |
(b) Exploration expenditure commitments
During July 2010, the Group entered into agreements in relation to the granting of exploration and prospecting rights and licences in Eritrea. Under the agreements, the minimum total expenditure for exploration and prospecting activities for the first year is approximately US$1,041,000. As these agreements were entered into after 30 June 2010, the Group had not expended any of this amount during the year ended 30 June 2010. There are further minimum expenditure commitments under the exploration licence, however, the amount is subject to relinquishment provisions in the agreement. An estimate of the minimum expenditure is approximately US$1,720,000 in Year 2 and US$3,440,000 in Year 3.
The Group has no other minimum exploration expenditure commitments in respect to any mining tenements or projects.
(c) Joint venture expenditure commitments
The Group has no minimum expenditure commitments in respect to any of its mining joint ventures.
(d) Bank guarantee
A subsidiary of the Group has been required to provide a bank guarantee of US$30,000 to the General Authority for Investment and Free Zone in Egypt. The letter of guarantee is valid until 10 August 2011.
19 SHARE BASED PAYMENT PLANS
(a) Recognised share‐based payment expenses
The expense recognised for share based payments during the year is shown in the table below:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Expense arising from equity‐settled share‐ | ||||
| based payment transactions | 181,000 | 17,000 | 181,000 | 17,000 |
| 181,000 | 17,000 | 181,000 | 17,000 |
(b) Types of share‐based payment plans
On 28 November 2008, directors, senior executives and consultants to the Company were granted 17,000,000 options each with an exercise price of $0.15 on or before 31 May 2012.
On 17 August 2009, 10,000,000 options were issued for nil consideration to International Finance Corporation pursuant to the renegotiation of the International Finance Corporation Subscription Agreement to allow increased flexibility for capital raisings. The options had an exercise price of $0.087 and an expiry date of 14 December 2011. On 9 November 2009, the exercise price of the options was amended to $0.08.
FOR THE YEAR ENDED 30 JUNE 2010
The following share‐based payment arrangements were in existence during the current and prior reporting periods:
| Options series | Number | Grant date | Expiry date | Exercise price | Fair value atgrant date |
|---|---|---|---|---|---|
| $ | $ | ||||
| (1) Issued 28 November 2008 (*) | 17,000,000 | 28/11/08 | 31/05/12 | 0.15 | 0.001 |
| (2) Issued 17 August 2009 (*) | 10,000,000 | 17/08/09 | 14/12/11 | 0.08 | 0.0181 |
(*) In accordance with the terms of the share‐based arrangement, options issued during the financial years ended 30 June 2009 and 30 June 2010, vest at the date of their issue.
(c) Summary of options granted
The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued during the year.
| 2010No | 2010WAEP | 2009No | 2009WAEP | |
|---|---|---|---|---|
| Outstanding at the beginning of the year | 46,000,000 | 0.14 | 29,000,000 | 0.14 |
| Granted during the year | 10,000,000 | 0.08 | 17,000,000 | 0.15 |
| Exercised during the year | ‐ | ‐ | ‐ | ‐ |
| Expired during the year | ‐ | ‐ | ‐ | ‐ |
| Outstanding at the end of the year | 56,000,000 | 0.13 | 46,000,000 | 0.14 |
| Exercisable at the end of the year | 56,000,000 | 0.13 | 46,000,000 | 0.14 |
(d) Weighted average of remaining contractual life
The weighted average remaining contractual life for the share options outstanding as at 30 June 2010 is 1.80 years (2009: 2.87 years)
(e) Range of exercise price
The range of exercise prices for options outstanding at the end of the year was $0.08 ‐ $0.15. (2009: $0.135 ‐ $0.15)
(f) Weighted average fair value
The weighted average fair value of options granted during the year was $0.0181 (2009: $0.001)
FOR THE YEAR ENDED 30 JUNE 2010
(g) Option pricing model
Equity‐settled transactions
The fair value of the equity‐settled share options granted is estimated as at the date of grant using a binomial model taking into account the terms and conditions upon which the options were granted.
Using the Binomial Tree option valuation, the fair value of the options issued during the year was calculated. The model takes into account share price volatilities. The following inputs were used:
| 2010 | 2009 | |
|---|---|---|
| Strike price | A$ 0.087 | A$ 0.15 |
| Stock price | A$ 0.055 | A$ 0.06 |
| Valuation date | 17/08/2009 | 28/11/2008 |
| Expiry date | 14/12/2011 | 31/05/2012 |
| Volatility | 75% | 40% |
| Risk free rate | 3.76% | 3.13% |
| Value per option | A$ 0.0181 | A$ 0.001 |
| Number of options | 10,000,000 | 17,000,000 |
| Value of options | A$ 181,000 | A$ 17,000 |
20 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
(a) Contingent Liabilities
The Group did not have any contingent liabilities as at Balance Date.
(b) Contingent Assets
The Group did not have any contingent assets as at Balance Date.
21 SUBSEQUENT EVENTS
During July 2010, the Company's 100% owned subsidiary Nubian Resources Pty Ltd was granted a 2,100km2 Exploration Licence plus three new 100km2 Prospecting Licences (total 2,400 km2 ), in the highly prospective Adobha region of The State of Eritrea.
During August 2010, drilling at the near surface Queen Hill deposit at Zeehan in Tasmania has confirmed continuity of high grade tin mineralisation over potentially mineable widths in relation to the Company's 40% owned Heemskirk Tin Project. On 28 September 2010, further results were reported in relation to the Heemskirk Tin Project.
During September 2010, Patersons Corporate Finance was appointed to act as Lead Manager for a placement of up to 80,000,000 shares at $0.04 per share to raise up to $3,200,000 before costs. As at the date of signing the financial report, the Company had firm commitments for the full $3,200,000.
During September 2010, the Gippsland Board of Directors resolved to pursue the spin off via an IPO and listing on ASX Limited of Gippsland's 100% owned Adobha Project located in the State of Eritrea and Gippsland's 40% interest in the Heemskirk Tin Project located in Tasmania.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
FOR THE YEAR ENDED 30 JUNE 2010
22 REMUNERATION OF AUDITORS
The auditor of Gippsland Limited is Deloitte Touche Tomatsu ("Deloitte"). Deloitte were appointed as auditor during August 2010 and accordingly, no amount was paid to Deloitte during the financial year ended 30 June 2010. However, $16,847 has been accrued for audit fees payable to Deloitte for the audit of the financial statements for the year ended 30 June 2010. Remuneration paid to the Company's previous auditor, PKF Chartered Accountants & Business Advisors ("PKF"), is shown below.
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Amounts received or due and receivable by PKF for: | ||||
| •an audit or review of the financial report of the | ||||
| entity and any other entity in the Group | 37,819 | 58,093 | 37,819 | 58,093 |
| •other services in relation to the entity and any | ||||
| other entity in the Group | ||||
| (a)tax compliance | 24,122 | 34,782 | 22,299 | 13,994 |
| (b) corporate advisory fees | ‐ | 13,890 | ‐ | 8,290 |
| 61,941 | 106,765 | 60,118 | 80,377 | |
| Amounts received by auditors other than PKF for: | ||||
| •an audit or review of the financial report of the | ||||
| entity and any entity in the Group | 31,470 | 52,143 | 4,970 | ‐ |
| •other services in relation to the entity and any | ||||
| entity in the Group | ||||
| (b)tax compliance | 861 | 2,865 | ‐ | ‐ |
| (b) corporate advisory fees | ‐ | ‐ | ‐ | ‐ |
| 32,331 | 55,008 | 4,970 | ‐ | |
| 94,272 | 161,773 | 65,088 | 80,377 |
23 RELATED PARTY DISCLOSURE
Ultimate Parent
Gippsland Limited is the ultimate holding company of the Group
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Aggregate amounts receivable at balance datefrom: | |||||
| Controlled entities (i) | ‐ | ‐ | 16,412,258 | 15,240,389 | |
| Provision for non‐recovery | ‐ | ‐ | (16,412,258) | (15,240,389) | |
| ‐ | ‐ | ‐ | ‐ |
(i) The loans to controlled entities are advanced interest free, are unsecured and will be repaid when the respective subsidiary is generating sufficient funds and has the financial capacity to meet the loan commitment.
The impairment of loans to controlled entities during the year was $1,171,869 (2009: $1,698,175). All amounts are receivable in Australian Dollars.
The following table provides the total amount of transactions which have been entered into with related parties for the relevant financial year:
FOR THE YEAR ENDED 30 JUNE 2010
| CONSOLIDATED | PARENT | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| $ | $ | $ | $ | ||
| Eco International Pty Ltd – a company controlled byMr RJ Telford received management fees. | 250,000 | 152,000 | 250,000 | 152,000 | |
| Gandel Metals Pty Ltd – a company controlled byMr IJ Gandel received director's fees. | 50,000 | ‐ | 50,000 | ‐ | |
| Mandu Pty Ltd – a company controlled by Dr JMChisholm received geological consulting fees. | 145,600 | 118,333 | 145,600 | 118,333 | |
| John S Dunlop and Associates Pty Ltd – a companycontrolled by Mr JSF Dunlop received directors andmining consulting fees. | 25,700 | 25,500 | 25,700 | 25,500 | |
| Ventureworks JDK Pty Ltd – a company controlledby Mr JD Kenny received director's fees. | 25,000 | 18,750 | 25,000 | 18,750 | |
| Mr RJ Telford – director loan provided to Gippsland | ‐ | 250,000 | ‐ | 250,000 | |
| Mr RJ Telford ‐ repayment of director loan byGippsland | 250,000 | ‐ | 250,000 | ‐ | |
| Mr J Starink – director loan provided to Gippsland | ‐ | 50,000 | ‐ | 50,000 | |
| Mr J Starink – repayment of director loan byGippsland | 50,000 | ‐ | 50,000 | ‐ | |
| Abbotsleigh Pty Limited – a company associatedwith Mr IJ Gandel provided a Convertible Loan toGippsland. | ‐ | 800,000 | ‐ | 800,000 | |
| Abbotsleigh Pty Limited – a company associatedwith Mr IJ Gandel converted its Convertible Loan toGippsland into shares in Gippsland. | 800,000 | ‐ | 800,000 | ‐ | |
| Abbotsleigh Pty Limited – a company associatedwith Mr IJ Gandel received interest on itsConvertible Loan to Gippsland up to the date of theconversion of the loan into shares in Gippsland. | 20,795 | ‐ | 20,795 | ‐ | |
| Mr IJ Gandel – director loan provided to Gippsland | 150,000 | ‐ | 150,000 | ‐ | |
| Mr IJ Gandel ‐ repayment of director loan byGippsland | 150,000 | ‐ | 150,000 | ‐ | |
| Gandel Metals Pty Limited, a company associatedwith Mr IJ Gandel received a fee of 4% forunderwriting the rights issue by Gippsland duringOctober 2009. | 154,918 | ‐ | 154,918 | ‐ | |
| Abbotsleigh Pty Limited – a company associatedwith Mr IJ Gandel participated in the rights issue byGippsland during October 2009 and purchased theshortfall of the rights issue in accordance with theunderwriting agreement with Gandel Metals PtyLtd. | 1,722,370 | ‐ | 1,722,370 | ‐ | |
| The parent entity, Gippsland, has made loans to itscontrolled entities. These loans are interest free,unsecured and at call. | ‐ | ‐ | 1,171,869 | 1,698,175 |
FOR THE YEAR ENDED 30 JUNE 2010
24 KEY MANAGEMENT PERSONNEL
(a) Details of key management personnel
| IJ Gandel | ‐ Chairman (Non‐Executive) |
|---|---|
| RJ Telford | ‐ Executive Director and Chief Executive Officer |
| J Starink | ‐ Executive Director |
| JSF Dunlop | ‐ Non‐Executive Director |
| J Kenny | ‐ Non‐Executive Director |
| JM Chisholm | ‐ Chief Geologist |
| A Ayyash | ‐ Regional Manager ‐ Middle East and North Africa |
| RS Caren | ‐ Company Secretary |
| NA Marston | ‐ Chief Financial Officer – resigned 8 January 2010 |
(b) Compensation of key management personnel
The aggregate compensation made to key management personnel of the Group is set out below:
| CONSOLIDATED | ||||
|---|---|---|---|---|
| 2010 | 2009 | PARENT2010 | 2009 | |
| $ | $ | $ | $ | |
| Short‐term employee benefits | 974,087 | 877,177 | 974,087 | 877,177 |
| Post‐employment benefits | 11,498 | 18,159 | 11,498 | 18,159 |
| Share‐based payment | ‐ | 17,000 | ‐ | 17,000 |
| 985,585 | 912,336 | 985,585 | 912,336 |
Key management personnel remuneration has been included in the Remuneration Report section of the Directors' Report.
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
(c) Option holdings of key management personnel (consolidated)
Options held in Gippsland Limited (number) by Key Management personnel are:
| 30 June 2010 | Balance at1.7.2009 | Granted asremune‐ration | Optionsexerci‐sed | Optionsexpired | Balance at30.6.2010 | Vested at30.6.2010 | Vestedbut notexerci‐sable | Vested andexerci‐sable | Vestedduring theyear |
|---|---|---|---|---|---|---|---|---|---|
| Directors | |||||||||
| Mr IJ Gandel | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Mr RJ Telford | 5,000,000 | ‐ | ‐ | ‐ | 5,000,000 | 5,000,000 | ‐ | 5,000,000 | ‐ |
| Mr JSF Dunlop | 2,000,000 | ‐ | ‐ | ‐ | 2,000,000 | 2,000,000 | ‐ | 2,000,000 | ‐ |
| Mr JD Kenny | 1,000,000 | ‐ | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | ‐ |
| Mr J Starink | 2,000,000 | ‐ | ‐ | ‐ | 2,000,000 | 2,000,000 | ‐ | 2,000,000 | ‐ |
| Executives | |||||||||
| Mr A Ayyash | 1,000,000 | ‐ | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | ‐ |
| Mr RS Caren | 1,000,000 | ‐ | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | ‐ |
| Dr JM Chisholm | 3,000,000 | ‐ | ‐ | ‐ | 3,000,000 | 3,000,000 | ‐ | 3,000,000 | ‐ |
| 15,000,000 | ‐ | ‐ | ‐ | 15,000,000 | 15,000,000 | ‐ | 15,000,000 | ‐ |
FOR THE YEAR ENDED 30 JUNE 2010
| 30 June 2009 | Balance at1.7.2008 | Granted asremune‐ration | Optionsexerci‐sed | Optionsexpired | Balance at30.6.2009 | Vested at30.6.2009 | Vestedbut notexerci‐sable | Vested andexerci‐sable | Vestedduring theyear |
|---|---|---|---|---|---|---|---|---|---|
| Directors | |||||||||
| Mr IJ Gandel | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Mr RJ Telford | ‐ | 5,000,000 | ‐ | ‐ | 5,000,000 | 5,000,000 | ‐ | 5,000,000 | 5,000,000 |
| Mr JSF Dunlop | ‐ | 2,000,000 | ‐ | ‐ | 2,000,000 | 2,000,000 | ‐ | 2,000,000 | 2,000,000 |
| Mr JD Kenny | ‐ | 1,000,000 | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | 1,000,000 |
| Mr J Starink | ‐ | 2,000,000 | ‐ | ‐ | 2,000,000 | 2,000,000 | ‐ | 2,000,000 | 2,000,000 |
| Executives | |||||||||
| Mr A Ayyash | ‐ | 1,000,000 | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | 1,000,000 |
| Mr RS Caren | ‐ | 1,000,000 | ‐ | ‐ | 1,000,000 | 1,000,000 | ‐ | 1,000,000 | 1,000,000 |
| Dr JM Chisholm | ‐ | 3,000,000 | ‐ | ‐ | 3,000,000 | 3,000,000 | ‐ | 3,000,000 | 3,000,000 |
| ‐ | 15,000,000 | ‐ | ‐ | 15,000,000 | 15,000,000 | ‐ | 15,000,000 | 15,000,000 | |
FOR THE YEAR ENDED 30 JUNE 2010
(d) Shareholdings of key management personnel (consolidated)
Shares held in Gippsland Limited (number) by key management personnel are:
| 30 June 2010 | Balance 1.7.2009 | Granted asremuneration | On exercise ofOptions | Net ChangeOther* | Balance30.6.2010 |
|---|---|---|---|---|---|
| Ord | Ord | Ord | Ord | Ord | |
| Directors | |||||
| Mr IJ Gandel | ‐ | ‐ | ‐ | 133,824,073 | 133,824,073 |
| Mr RJ Telford | 19,597,446 | ‐ | ‐ | (1,100,000) | 18,497,446 |
| Mr JSF Dunlop | ‐ | ‐ | ‐ | ‐ | ‐ |
| Mr JD Kenny | 2,250,000 | ‐ | ‐ | 642,858 | 2,892,858 |
| Mr J Starink | 300,000 | ‐ | ‐ | ‐ | 300,000 |
| Executives | |||||
| Mr A Ayyash | 974,784 | ‐ | ‐ | ‐ | 974,784 |
| Mr RS Caren | ‐ | ‐ | ‐ | ‐ | ‐ |
| Dr JM Chisholm | 2,420,000 | ‐ | ‐ | ‐ | 2,420,000 |
| 25,542,230 | ‐ | ‐ | 133,366,931 | 158,909,161 |
| Balance 1.7.2008 | Granted asremuneration | On exercise ofOptions | Net ChangeOther* | Balance30.6.2009 |
|---|---|---|---|---|
| Ord | ||||
| ‐ | ||||
| 20,126,446 | ‐ | ‐ | (529,000) | 19,597,446 |
| ‐ | ‐ | ‐ | ‐ | ‐ |
| 2,250,000 | ‐ | ‐ | ‐ | 2,250,000 |
| 300,000 | ‐ | ‐ | ‐ | 300,000 |
| 974,784 | ‐ | ‐ | ‐ | 974,784 |
| ‐ | ‐ | ‐ | ‐ | ‐ |
| 2,420,000 | ‐ | ‐ | ‐ | 2,420,000 |
| ‐ | ‐ | ‐ | ‐ | ‐ |
| ‐ | ‐ | ‐ | ‐ | ‐ |
| 26,071,230 | ‐ | ‐ | (529,000) | 25,542,230 |
| Ord‐ | Ord‐ | Ord‐ | Ord‐ |
* Net change refers to shares purchased or sold during the financial year.
(e) Other transactions with key management personnel
Please refer to Note 23 regarding loans from key management personnel to the Company.
FOR THE YEAR ENDED 30 JUNE 2010
25 SEGMENT INFORMATION
(a) Reportable segments
The Group operates predominantly in the mining and exploration industry.
Information reported to the Group's chief operating decision maker for the purpose of resource allocation and assessment of segment performance is focussed on the type of resources being explored for and evaluated or developed. The Group's reportable segments under AASB 8 are therefore as follows:
- Tantalum
- Gold
- Copper
- Corporate
The tantalum segment relates to the development of the Group's Abu Dabbab tantalum‐tin project in Egypt. The gold segment relates to the exploration activities at Wadi Allaqi in Egypt.
The copper segment relates to the exploration activities at the Adobha project in Eritrea.
The corporate segment relates to operations of the corporate head office in Perth, Western Australia.
The following tables present revenue and profit information and certain asset and liability information regarding reportable segments for the years ended 30 June 2010 and 2009.
| Total | |||||
|---|---|---|---|---|---|
| Continuing Operations | Operations | ||||
| Tantalum | Gold | Copper | Corporate | ||
| $ | $ | $ | $ | $ | |
| Year ended 30 June 2010 | |||||
| Revenue | |||||
| Other revenues from external customers | 1 | ‐ | 64,439 | 64,440 | |
| Inter‐segment transactions | ‐ | 19,540 | ‐ | ‐ | 19,540 |
| Total segment revenue | ‐ | 19,541 | ‐ | 64,439 | 83,980 |
| Inter‐segment elimination | (19,540) | ||||
| Total consolidated revenue | 64,440 | ||||
| Result | |||||
| Segment result | 1,200,463 | 120,725 | 25,817 | 1,547,764 | 2,894,769 |
| Loss before income tax and minority interest | 2,894,769 | ||||
| Income tax expense | ‐ | ||||
| Net loss for the year | 2,894,769 | ||||
| Assets and liabilities | |||||
| Segment assets | 4,246,860 | 87,599 | 221,280 | 1,262,742 | 5,818,481 |
| Total assets | 5,818,481 | ||||
| Segment liabilities | 644,755 | 212,460 | 12,557 | 48,089 | 917,861 |
| Total liabilities | 917,861 | ||||
| Other segment information | |||||
| Capital expenditure | 1,486 | ‐ | ‐ | 12,321 | 13,807 |
| Depreciation | 589 | 24,088 | ‐ | 13,622 | 38,299 |
| Impairment losses | ‐ | 35,225 | ‐ | ‐ | 35,225 |
FOR THE YEAR ENDED 30 JUNE 2010
| Continuing Operations | TotalOperations | ||||
|---|---|---|---|---|---|
| Tantalum | Gold | Copper | Corporate | ||
| $ | $ | $ | $ | $ | |
| Year ended 30 June 2009Revenue | |||||
| Other revenues from external customers | 545 | 242 | ‐ | 16,516 | 17,303 |
| Inter‐segment transactions | 22,085 | 23,178 | ‐ | ‐ | 45,263 |
| Total segment revenue | 22,630 | 23,420 | ‐ | 16,516 | 62,566 |
| Inter‐segment elimination | (45,263) | ||||
| Total consolidated revenue | 17,303 | ||||
| Result | |||||
| Segment result | 653,374 | 192,067 | ‐ | 1,905,911 | 2,751,352 |
| Loss before income tax and minority interestIncome tax expense | 2,751,352‐ | ||||
| Net loss for the year | 2,751,352 | ||||
| Assets and liabilities | |||||
| Segment assets | 4,458,063 | 134,307 | ‐ | 203,197 | 4,795,567 |
| Total assets | 4,795,567 | ||||
| Segment liabilities | 201,658 | 253,864 | ‐ | 1,353,589 | 1,809,111 |
| Total liabilities | 1,809,111 | ||||
| Other segment information | |||||
| Capital expenditure | ‐ | 1,158 | ‐ | 1,444 | 2,602 |
| Depreciation | 3,095 | 33,752 | ‐ | 20,308 | 57,155 |
| Impairment losses | ‐ | 29,749 | ‐ | ‐ | 29,749 |
FOR THE YEAR ENDED 30 JUNE 2010
(b) Geographical information
The Group's geographical areas are determined based on the location of the Group's assets and operations.
The following tables present revenue, expenditure and certain asset information regarding geographical locations for the years ended 30 June 2010 and 2009:
| Australia | Egypt | Eritrea | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Year ended 30 June 2010 | ||||
| Revenue | ||||
| Other revenues from external customers | 64,439 | 1 | ‐ | 64,440 |
| Less revenue attributable to discontinued operation | ‐ | ‐ | ‐ | ‐ |
| Revenue from continuing operations | 64,439 | 1 | ‐ | 64,440 |
| Inter‐segment sales | ‐ | ‐ | ‐ | ‐ |
| Segment revenue | 64,439 | 1 | ‐ | 64,440 |
| Other segment information | ||||
| Segment assets | 1,262,742 | 4,334,459 | 221,280 | 5,818,481 |
| Total assets | 5,818,481 | |||
| Capital expenditure | 12,321 | 1,486 | ‐ | 13,807 |
| Year ended 30 June 2009 | ||||
| Revenue | ||||
| Other revenues from external customers | 16,517 | 787 | ‐ | 17,304 |
| Less revenue attributable to discontinued operation | ‐ | ‐ | ‐ | ‐ |
| Revenue from continuing operations | 16,517 | 787 | ‐ | 17,304 |
| Inter‐segment sales | ‐ | ‐ | ‐ | ‐ |
| Segment revenue | 16,517 | 787 | ‐ | 17,304 |
| Other segment information | ||||
| Segment assets | 203,197 | 4,592,370 | ‐ | 4,795,567 |
| Total assets | 4,795,567 | |||
| Capital expenditure | 1,444 | 1,158 | ‐ | 2,602 |
26 FINANCIAL INSTRUMENTS
(a) Financial risk management policy
The Group's management of financial risk is aimed at ensuring net cash flows are sufficient to:
- meet all financial commitments as and when they fall due, and
- maintain the capacity to fund its forecast project development and exploration strategies.
The Group continually monitors and tests its forecast financial position against these criteria.
The Group's principal financial instruments comprise cash and short‐term deposits. The main purpose of these financial instruments is to raise finance for the Group operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
FOR THE YEAR ENDED 30 JUNE 2010
The Group currently has minimal exposure to commodity price risk but it is expected that as the Group's projects move into the production phase the exposure to these risks is expected to increase significantly. The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk.
The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the development of future rolling cash flow forecasts.
(b) Interest rate risk
The following table sets out the carrying amount of the financial instruments exposed to interest rate risk:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| FINANCIAL ASSETS | ||||
| Interest Bearing | ||||
| Cash at bank | 1,136,692 | 60,587 | 1,136,692 | 60,587 |
| Weighted average interest rate | 4.55% | 0.85% | 4.85% | 1.42% |
| Non‐Interest Bearing | ||||
| Cash at bank | 86,430 | 53,540 | 10,683 | 7,451 |
| Trade Receivables | 33,556 | 31,707 | 31,810 | 31,707 |
| 1,256,678 | 145,834 | 1,179,185 | 99,745 | |
| FINANCIAL LIABILITIES | ||||
| Interest Bearing | ||||
| Convertible Loan | ‐ | 800,000 | ‐ | 800,000 |
| Weighted average interest rate | 0.00% | 4.47% | 0.00% | 5.93% |
| Non‐Interest Bearing | ||||
| Trade and other payables | 900,625 | 688,713 | 45,164 | 248,909 |
| Directors' Loans | ‐ | 300,000 | ‐ | 300,000 |
| 900,625 | 1,788,713 | 45,164 | 1,348,909 |
The following table summarises the sensitivity of financial assets held at balance date to interest rate risk, following a movement of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below.
| CONSOLIDATEDPost‐tax gain/(loss)/equityincrease/(decrease) | PARENTPost‐tax gain/(loss)/equityincrease/(decrease) | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| +1% (100 basis points) | 11,362 | 96 | 11,362 | 96 |
| ‐1% (100 basis points) | (11,362) | (96) | (11,362) | (96) |
FOR THE YEAR ENDED 30 JUNE 2010
(c) Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments recognised in the financial statements
| Carrying Amount | Fair Value | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| CONSOLIDATED | ||||
| Financial Assets | ||||
| Cash | 1,223,122 | 114,127 | 1,223,122 | 114,127 |
| Trade and other receivables ‐ current | 33,556 | 31,707 | 33,556 | 31,707 |
| Financial LiabilitiesTrade and other payables | 900,625 | 688,713 | 900,625 | 688,713 |
| Directors' Loans | ‐ | 300,000 | ‐ | 300,000 |
| Convertible Loan | ‐ | 800,000 | ‐ | 800,000 |
| PARENTFinancial Assets | ||||
| Cash | 1,147,375 | 68,038 | 1,147,375 | 68,038 |
| Trade and other receivables ‐ current | 31,810 | 31,707 | 31,810 | 31,707 |
| Related party receivables | ‐ | ‐ | ‐ | ‐ |
| Financial Liabilities | ||||
| Trade and other payables | 45,164 | 248,909 | 45,164 | 248,909 |
| Directors' Loans | ‐ | 300,000 | ‐ | 300,000 |
| Convertible Loan | ‐ | 800,000 | ‐ | 800,000 |
Cash, cash equivalents and security deposits: The carrying amount approximates fair value because of their short term to maturity
Trade receivables and trade creditors: The carrying amount approximates fair value.
Shares in controlled entities are excluded from the above as these are accounted for at cost in accordance with AASB 127.
(d) Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, and trade and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
The Group does not hold any credit derivatives to offset its credit exposure.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.
There are no significant concentrations of credit risk within the Group.
FOR THE YEAR ENDED 30 JUNE 2010
(e) Liquidity Risk
The Group's liquidity position is managed to ensure sufficient funds are available to meet our financial commitments in a timely and cost‐effective manner.
The Company continually reviews its liquidity position including cash flow forecast to determine the forecast liquidity position and maintain appropriate liquidity levels.
The table below reflects the contractual maturity of financial instruments as at 30 June. Cash flows for financial instruments are presented on an undiscounted basis.
| Aging analysis between | Currency of payables | |||||
|---|---|---|---|---|---|---|
| 2010 | Total | <30 days | 30‐60 days | >60 days | AUD | Other |
| CONSOLIDATED | ||||||
| Cash and Cash | ||||||
| Equivalents | (1,223,122) | (1,223,122) | ‐ | ‐ | (1,147,375) | (75,747) |
| Trade Receivables | (33,556) | (33,556) | ‐ | ‐ | (31,810) | (1,746) |
| Trade Payables | 304,329 | 181,989 | 9,018 | 113,322 | 101,929 | 202,400 |
| Other Payables | 596,296 | ‐ | ‐ | 596,296 | ‐ | 596,296 |
| Directors' Loans | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Convertible Loan | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Total | (356,053) | (1,074,689) | 9,018 | 709,618 | (1,077,256) | 721,203 |
| PARENT | ||||||
| Cash and Cash | ||||||
| Equivalents | (1,147,375) | (1,147,375) | ‐ | ‐ | (1,147,375) | ‐ |
| Trade Receivables | (31,810) | (31,810) | ‐ | ‐ | (31,810) | ‐ |
| Trade Payables | 45,164 | 44,620 | ‐ | 544 | 45,164 | ‐ |
| Directors' Loans | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Convertible Loan | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Total | (1,134,021) | (1,134,565) | ‐ | 544 | (1,134,021) | ‐ |
| 2009 | ||||||
| CONSOLIDATED | ||||||
| Cash and Cash | ||||||
| Equivalents | (114,127) | (114,127) | ‐ | ‐ | (68,038) | (46,089) |
| Trade Receivables | (31,707) | (31,707) | ‐ | ‐ | (31,707) | ‐ |
| Trade Payables | 468,206 | 207,257 | 122,204 | 138,745 | 231,967 | 236,239 |
| Other Payables | 220,507 | ‐ | ‐ | 220,507 | ‐ | 220,507 |
| Director's Loans | 300,000 | ‐ | ‐ | 300,000 | 300,000 | ‐ |
| Convertible Loan | 800,000 | ‐ | ‐ | 800,000 | 800,000 | ‐ |
| Total | 1,642,879 | 61,423 | 122,204 | 1,459,252 | 1,232,222 | 410,657 |
| PARENT | ||||||
| Cash and Cash | ||||||
| Equivalents | (68,038) | (68,038) | ‐ | ‐ | (68,038) | ‐ |
| Trade Receivables | (31,707) | (31,707) | ‐ | ‐ | (31,707) | ‐ |
| Trade Payables | 248,909 | 141,890 | 102,049 | 4,970 | 226,509 | 22,400 |
| Director's Loans | 300,000 | ‐ | ‐ | 300,000 | 300,000 | ‐ |
| Convertible Loan | 800,000 | ‐ | ‐ | 800,000 | 800,000 | ‐ |
| Total | 1,249,164 | 42,145 | 102,049 | 1,104,970 | 1,226,764 | 22,400 |
FOR THE YEAR ENDED 30 JUNE 2010
(f) Foreign Exchange Risk
As a result of operations in Egypt, the Group's statement of financial position can be affected significantly by movements in the EGP/AUD exchange rates. The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency.
At 30 June 2010, the Group had the following exposure to foreign currency that are not designated in cash flow hedges:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Financial Assets | ||||
| US$ | ||||
| Cash and cash equivalentsEGP | 52,917 | 17,468 | ‐ | ‐ |
| Cash and cash equivalentsGBP | 22,830 | 28,621 | ‐ | ‐ |
| Cash and cash equivalents | ‐ | 526 | ‐ | 526 |
| 75,747 | 46,615 | ‐ | 526 | |
| Financial LiabilitiesUS$ | ||||
| Trade and other payablesEGP | 38,347 | 46,952 | ‐ | 9,940 |
| Trade and other payablesEuro | 759,292 | 378,674 | ‐ | ‐ |
| Trade and other payablesGBP | 5,166 | 6,344 | ‐ | ‐ |
| Trade and other payables | 10,202 | 24,776 | ‐ | 12,460 |
| 813,007 | 456,746 | ‐ | 22,400 | |
| Net exposure | (737,260) | (410,131) | ‐ | (21,874) |
The following sensitivity is based on the foreign currency risk exposures in existence at the statement of financial position date.
At 30 June 2010, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:
Judgements of reasonably possible movements:
| Post Tax Loss (Higher)/Lower | Equity Higher/(Lower) | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Consolidated | ||||
| AUD/EGP +10% | (102,031) | 2,652 | (1,118,933) | (1,246,262) |
| AUD/EGP ‐10% | 124,705 | (3,241) | 1,367,585 | 1,523,209 |
| Parent | ||||
| AUD/EGP +10% | ‐ | ‐ | ‐ | ‐ |
| AUD/EGP ‐10% | ‐ | ‐ | ‐ | ‐ |
FOR THE YEAR ENDED 30 JUNE 2010
Foreign exchange rates used during the period were as follows:
| 2010 | 2009 | |
|---|---|---|
| AUD:EGP | AUD:EGP | |
| Rate as at 30 June | 4.84229 | 4.53500 |
| Average Rate for year ended 30 June | 4.91302 | 4.16169 |
(g) Capital management policy
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.
There were no changes in the Group's approach to capital management during the year.
Neither the Company nor any of its controlled entities are subject to externally imposed capital requirements.
Management monitors capital through the gearing ratio (net debt/total capital). The gearing ratios based on continuing operations at 30 June 2010 and 2009 were as follows:
| CONSOLIDATED | PARENT | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| $ | $ | $ | $ | |
| Total Trade and other payables | 900,625 | 688,713 | 45,164 | 248,909 |
| Loans & Borrowings | ‐ | 1,100,000 | ‐ | 1,100,000 |
| Less cash and cash equivalents | (1,223,122) | (114,127) | (1,147,375) | (68,038) |
| Net Debt Position | (322,497) | 1,674,586 | (1,102,211) | 1,280,871 |
| Total Equity | 4,900,620 | 2,986,456 | 1,242,441 | (1,122,703) |
| Total Capital | 4,578,123 | 4,661,042 | 140,230 | 158,168 |
| Gearing ratio | (7.0%) | 35.9% | (786.0%) | 809.8% |
DIRECTORS' DECLARATION
The directors of Gippsland Limited declare that:
- (a) in the directors' opinion the financial statements and notes on pages 13 to 54, and the remuneration disclosures that are contained in the Directors' report, set out on pages 6 to 11, are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the Company's and the Group's financial position as at 30 June 2010 and of their performance, for the year ended on that date; and
- (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
- (b) the financial report also complies with International Financial Reporting Standards issued by the International Accounting Standards Board as disclosed in note 2; and
- (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2010, required by Section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors pursuant to Section 295(5) of the Corporations Act 2001.
Dated 30th day of September 2010.
RJ Telford Director
Deloitte Touche Tohmatsu ABN 74 490 121 060
Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
DX: 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (8) 9365 7001 www.deloitte.com.au
Independent Auditor's Report to the Members of Gippsland Limited
Report on the Financial Report
We have audited the accompanying financial report of Gippsland Limited, which comprises the statement of financial position as at 30 June 2010, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year as set out on pages 13 to 55.
Directors' Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2(c), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian Accounting Standards ensures that the financial report, comprising the consolidated financial statements and notes, complies with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the entity's preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Auditor's Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Liability limited by a scheme approved under Professional Standards Legislation.
Auditor's Opinion
In our opinion:
- (a) the financial report of Gippsland Limited is in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the consolidated entity's and company's financial position as at 30 June 2010 and of their performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
- (b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 2(c).
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 6 to 11 of the directors' report for the year ended 30 June 2010. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion of the Remuneration Report, based on our audit conducted in accordance with Australia Auditing Standards.
Opinion
In our opinion the Remuneration Report of Gippsland Limited for the year ended 30 June 2010, complies with section 300A of the Corporations Act 2001.
DELOITTE TOUCHE TOHMATSU
Neil Smith Partner Chartered Accountants Perth, 30 September 2010
ASX ADDITIONAL INFORMATION
AS AT 20 SEPTEMBER 2010
| A | TOTALEQUITYSECURITIES | Shares | Options ex26/5/2012at 13.5cents | Options ex15/12/2011at 6.65pence | Options ex31/05/2012at 15 cents | Options ex14/12/2011at 8 cents |
|---|---|---|---|---|---|---|
| Totals on Issue | 544,634,716 | 25,000,000 | 4,000,000 | 17,000,000 | 10,000,000 | |
| B | DISTRIBUTIONOFEQUITYSECURITIES | |||||
| 1‐1,000 | 76 | |||||
| 1,001‐5,000 | 180 | |||||
| 5,001‐10,00010,001 ‐100,000 | 238762 | |||||
| 100,001and over | 277 | 1 | 2 | 8 | 1 | |
| 1,533 | 1 | 2 | 8 | 1 | ||
| No of shareholders holding anunmarketable parcel | 375 | |||||
| C | TOP20SHAREHOLDERS | Number | % | |||
| 1 | Abbotsleigh Pty Ltd | 133,824,073 | 24.57 | |||
| 2 | ANZ Nominees Limited | 99,466,164 | 18.26 | |||
| 3 | HSBC Custody Nominees | 33,387,412 | 6.13 | |||
| 4 | National Nominees Limited | 23,536,527 | 4.32 | |||
| 5 | Situate Pty Ltd | 16,979,040 | 3.12 | |||
| 6 | Eco International Pty Ltd | 11,627,985 | 2.14 | |||
| 7 | Taveroam Pty Limited | 10,792,377 | 1.98 | |||
| 8 | Taveroam Pty Ltd | 10,260,243 | 1.88 | |||
| 9 | RJ & RK Telford | 6,869,461 | 1.26 | |||
| 10 | Alsanto Nominees Pty Ltd | 6,390,000 | 1.17 | |||
| 11 | Figjar Holdings Pty Ltd | 5,965,000 | 1.10 | |||
| 12 | King Town Holdings Pty Ltd | 5,300,000 | 0.97 | |||
| 13 | Sunvest Corporation Limited | 5,166,665 | 0.95 | |||
| 14 | EJ & LY Congdon | 5,000,000 | 0.92 | |||
| 15 | Alibank London Nominees Ltd | 4,500,000 | 0.83 | |||
| 16 | JP Morgan Nominees Australia Ltd | 3,845,169 | 0.71 | |||
| 17 | Fiske Nominees Ltd | 2,967,856 | 0.54 | |||
| 18 | Taveroam Pty Ltd | 2,922,078 | 0.54 | |||
| 19 | LR Nominees Limited | 2,910,220 | 0.53 | |||
| 20 | Ventureworks JKD Pty Ltd | 2,892,858 | 0.53 | |||
| 394,603,128 | 72.45 |
ASX ADDITIONAL INFORMATION
AS AT 20 SEPTEMBER 2010
| D | UNLISTEDOPTIONHOLDERS | Number | Exercise Price | Expiry |
|---|---|---|---|---|
| International Finance Corporation | 25,000,000 | 13.5 cents | 26/05/2012 | |
| International Finance Corporation | 10,000,000 | 8 cents | 14/12/2011 | |
| FD Holdings Ltd | 2,000,000 | 6.65 pence | 15/12/2011 | |
| Seymour Pierce Limited | 2,000,000 | 6.65 pence | 15/12/2011 | |
| Eco International Pty Ltd | 5,000,000 | 15 cents | 31/05/2012 | |
| Mandu Superannuation Fund P/L< Mandu Superannuation Fund> | 3,000,000 | 15 cents | 31/05/2012 | |
| Lazarus Foundation Pty Ltd | 2,000,000 | 15 cents | 31/05/2012 | |
| VentureWorks JDK Pty Ltd | 1,000,000 | 15 cents | 31/05/2012 | |
| Rowan Caren | 1,000,000 | 15 cents | 31/05/2012 | |
| Spectrum Metallurgical Consultants Pty Ltd | 2,000,000 | 15 cents | 31/05/2012 | |
| Mr Ayman Ayyash | 1,000,000 | 15 cents | 31/05/2012 | |
| John S Dunlop Nominees Pty Ltd <john dunlop="" family="" s="" super<="" td="">2,000,00015 cents31/05/2012 | 2,000,000 | 15 cents | 31/05/2012 | |
| Fund> | ||||
| E | SUBSTANTIALSHAREHOLDERS | Number | % |
| Abbotsleigh Pty Ltd | 133,824,073 | 24.57 |
|---|---|---|
| Situate Pty Ltd, Taveroam Pty Ltd and RW Beale | 40,953,738 | 7.52 |
F VOTING RIGHTS
Under the Company's constitution, all ordinary shares carry one vote per share without restriction. Options over ordinary shares do not carry any voting rights.
F EXPLORATION INTERESTS
As at 20 September, the Company has an interest in the following tenements:
| Country | Project | Tenement | Status | Interest |
|---|---|---|---|---|
| Egypt | Abu Dabbab | Exploitation Licence 1658 | Granted | 50% |
| Egypt | Abu Dabbab | Exploitation Licence 1659 | Granted | 50% |
| Egypt | Nuweibi | Exploitation Licence 1785 | Granted | 50% |
| Egypt | Wadi Allaqi ‐ Seiga | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi ‐ Shashoba | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Haimur | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Garayat | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Koleit | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Nile Valley A | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Nile Valley E | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Abu Swayel | Exploration Licence 1 | Granted | 50% |
| Egypt | Wadi Allaqi – Um Tiur | Exploration Licence 1 | Granted | 50% |
| Eritrea | Adobha | Exploration Licence | Granted | 90% |
| Eritrea | Adobha | Prospecting Licence | Granted | 90% |
| Eritrea | Adobha | Prospecting Licence | Granted | 90% |
| Eritrea | Adobha | Prospecting Licence | Granted | 90% |
| Australia | Heemskirk (Tasmania) | Retention Licence No.5/1997 | Granted | 40% |
Notes:
1 Tenements granted subject to an agreement with the Egyptian Government (EMRA) dated 21 June 2004. Applications to renew tenements have been lodged.