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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.