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STREAMPLAY STUDIO LIMITED Interim / Quarterly Report 2009
65841_rns_2009-04-16_c74b69ae-2be7-4dc0-bab9-1111f07465af.pdf
Interim / Quarterly Report
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ABN 31 004 766 376 and Controlled Entities
FINANCIAL REPORT
FOR THE HALF YEAR ENDED
31 DECEMBER 2008
CONTENTS
| CORPORATE DIRECTORY | 1 |
|---|---|
| DIRECTORS' REPORT | 3 |
| AUDITOR'S INDEPENDENCE DECLARATION | 5 |
| CONDENSED INCOME STATEMENTFOR THE HALF YEAR ENDED 31 DECEMBER 2008 | 6 |
| CONDENSED BALANCE SHEETAS AT 31 DECEMBER 2008 | 7 |
| CONDENSED STATEMENT OF CHANGES IN EQUITYFOR THE HALF YEAR ENDED 31 DECEMBER 2008 | 8 |
| CONDENSED CASH FLOW STATEMENTFOR THE HALF YEAR ENDED 31 DECEMBER 2008 | 9 |
| NOTES TO THE FINANCIAL REPORTFOR THE HALF YEAR ENDED 31 DECEMBER 2008 | 10 |
| DIRECTORS' DECLARATION | 16 |
| INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF GIPPSLAND LIMITED | 17 |
| GIPPSLAND LIMITED ABN 31 004 766 376and Controlled Entities | |||
|---|---|---|---|
| CORPORATE DIRECTORY | |||
| DIRECTORS | Robert John (Jack) Telford – Executive Chairman & Chief ExecutiveOfficerJon Starink – Executive DirectorJohn Morrison Chisholm – Non-Executive DirectorJohn Stuart Ferguson Dunlop – Non-Executive DirectorJohn Damien Kenny - Non-Executive Director | ||
| COMPANY SECRETARY | Rowan St John Caren | ||
| REGISTERED OFFICE | 207 Stirling HighwayClaremont WA 6010Australia | ||
| POSTAL ADDRESS | PO Box 352Nedlands WA 6909Australia | ||
| TELEPHONE | +61 (0)8 9340 6000 | ||
| FACSIMILE | +61 (0)8 9340 6060 | ||
| [email protected] | |||
| WEBSITE | www.gippslandltd.com | ||
| AUDITORS | PKF Chartered Accountants & Business AdvisorsLevel 7, BGC Centre28 The EsplanadePerth WA 6000Australia | ||
| SOLICITORS | Blakiston and Crabb1202 Hay StreetWest Perth WA 6005Australia | Trowers & Hamlins3rd Floor, 1 El Gabalaya StreetZamalek, CairoArab Republic of Egypt | |
| CobbettsShip Canal House, King StreetManchester M2 4WBUnited Kingdom | |||
| SHARE REGISTRY | Security Transfer Registrars Pty LtdSuite 1, Alexandrea House770 Canning HwyApplecross WA 6153Australia | PO Box 535Applecross WA 6953Australia | |
Website: www.securitytransfer.com.au
CORPORATE DIRECTORY (cont)
| AUSTRALIAN SECURITIES EXCHANGE | The Company's securities are quoted on the official list of theAustralian Securities Exchange (ASX Limited), the home exchangebeing:ASX Limited2 The EsplanadePerth WA 6000Australia |
|---|---|
| ASX CODE | GIP |
| FRANKFURT STOCK EXCHANGE | The Company's securities are quoted on the Frankfurt StockExchange;Neue Börsenstrasse 160487 Frankfurt / MainGermany |
| FSE – CODE | GIX |
DIRECTORS' REPORT
Your directors submit the financial report for the half year ended 31 December 2008.
Directors
The names of directors who held office during or since the end of the half-year:
Mr Robert J Telford Dr John M Chisholm Mr Jon Starink Mr John D Kenny Mr John SF Dunlop
Review of Operations
The consolidated operating loss after tax for the half year was $1,570,986 (2007 – profit of $13,777).
The principal activities of the economic entity during the half-year were the exploration and development of commercially and economically viable mineral resources. The primary focus continued to be on the development of the Abu Dabbab tantalite, tin and feldspar project in Egypt in which both Gippsland and the Egyptian Government each have a 50% economic interest.
During the half year the Abu Dabbab project Definitive Feasibility Study was reviewed and capital costs were updated from the previous estimate. The updated capital cost estimate includes contingency and pre-production costs, owner's costs and all project finance costs during construction. Importantly however, it also now includes provision for the installation of additional plant and equipment associated with the significant increase of tantalum product grades from 20% to 55% Ta2O5.
German bank KfW IPEX-Bank GmbH ("KfW") was appointed Mandated Lead Arranger to secure debt finance for the Abu Dabbab Project in December 2007. Detailed discussions have been held with KfW over the terms and conditions for securing the debt portion of the project finance. Gippsland and KfW were actively engaged in the due diligence process on the project during the half year.
An in-fill drilling programme totalling 1,438m was completed which increased the drilling density at Abu Dabbab. This programme increased the quantity of Inferred Resources and also enabled a large proportion of the previously identified Inferred Resources to be upgraded to the higher status Indicated and Measured Resource categories and hence converted to an Ore Reserve category under the JORC code.
During the half year Gippsland completed the issue and allotment of 17,080,000 shares at an issue price of UK £0.025/share. During the period the Company also issued 17,000,000 unlisted options expiring on 31 May 2012 with an exercise price of $0.15 to directors and management.
Subsequent to the half year on 3 March 2009 the Company issued 4,545,454 ordinary shares at $0.022 each to sophisticated investors raising a total of $100,000 for working capital purposes.
On 15 April 2009 the Company secured a 12 month convertible loan for $800,000 to provide working capital. The funds raised via this loan are not sufficient to satisfy working capital needs for the next 12 months and the directors are aware that raising additional working capital will be required in the near term.
The Company is working towards securing project finance for the construction of the Abu Dabbab project in Egypt. Upon securing this project finance, the directors of the Company intend to implement a more substantial capital raising to fund the equity component of financing for the development of the Abu Dabbab project.
Auditor's Declaration
The lead auditor's independence declaration under section 307C of the Corporations Act 2001 is set out on page 5 for the half-year ended 31 December 2008.
This report is signed in accordance with a resolution of the Board of Directors.
R J TELFORD DIRECTOR Dated this 17th day of April 2009
AUDITOR'S INDEPENDENCE DECLARATION
As lead auditor for the review of Gippsland Limited for the half year ended 31 December 2008, I declare that, to the best of my knowledge and belief, there have been:
- (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
- (b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Gippsland Limited and the entities it controlled during the half year.
PKF Chartered Accountants
Neil Smith Partner
Dated in Perth, Western Australia on this 17th day of April 2009.
Tel: 61 8 9278 2222 | Fax: 61 8 9278 2200 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
CONDENSED INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
Consolidated
| Note | 31 December2008$ | 31 December2007$ | |
|---|---|---|---|
| Finance Income | 10,097 | 37,868 | |
| Other Income | 13,010 | 16,907 | |
| Foreign exchange gains/ ( losses) | (94,270) | (28,260) | |
| Management and employee expenses | (679,916) | (666,253) | |
| Exploration expenses | - | (12,426) | |
| Reversal of impairment of deferredexploration expenditure | 3 | - | 2,116,696 |
| Depreciation expense | (27,946) | (44,098) | |
| Impairment of deferred explorationexpenditure | (29,873) | (889,908) | |
| Administration expense | (762,088) | (516,749) | |
| Profit / (loss) before income taxexpense | (1,570,986) | 13,777 | |
| Income tax expense | - | - | |
| Net profit / (loss) attributable tomembers of the parent entity | (1,570,986) | 13,777 | |
| Basic profit (loss) / diluted profit (loss)per share (cents per share) | (0.50) | 0.0 |
CONDENSED BALANCE SHEET AS AT 31 DECEMBER 2008
| Consolidated | ||||
|---|---|---|---|---|
| Note | 31 December2008 | 30 June2008 | ||
| CURRENT ASSETSCash and cash equivalentsTrade and other receivablesOther current assets | $411,94078,73219,673 | $1,592,84047,94146,095 | ||
| TOTAL CURRENT ASSETS | 510,345 | 1,686,876 | ||
| NON CURRENT ASSETSProperty, plant and equipmentDeferred exploration expenditure | 218,1455,043,508 | 199,7473,105,666 | ||
| TOTAL NON CURRENT ASSETS | 5,261,653 | 3,305,413 | ||
| TOTAL ASSETS | 5,771,998 | 4,992,289 | ||
| CURRENT LIABILITIESTrade and other payablesOther financial liabilitiesShort term provisions | 4 | 709,626300,00017,617 | 799,863-58,328 | |
| TOTAL CURRENT LIABILITIES | 1,027,243 | 858,191 | ||
| TOTAL NON-CURRENT LIABILITIES | - | - | ||
| TOTAL LIABILITIES | 1,027,243 | 858,191 | ||
| NET ASSETS | 4,744,755 | 4,134,098 | ||
| EQUITYIssued capitalAccumulated lossesOther reserves | 5 | 30,578,570(27,228,458)1,394,6434,744,755 | 29,550,495(25,657,472)241,0754,134,098 |
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| CONSOLIDATED | Share Capital -Ordinary | AccumulatedLosses | OtherReserves | Total |
|---|---|---|---|---|
| Balance at 1 July 2007 | 25,409,780 | (23,136,598) | 138,802 | 2,411,984 |
| Profit attributable to members of parententity | - | 13,777 | - | 13,777 |
| Sub-total | 25,409,780 | (23,122,821) | 138,802 | 2,425,761 |
| Shares issued during the half year | 3,030,676 | - | - | 3,030,676 |
| Balance at 31 December 2007 | 28,440,456 | (23,122,821) | 138,802 | 5,456,437 |
| Balance at 1 July 2008 | 29,550,495 | (25,657,472) | 241,075 | 4,134,098 |
| Profit attributable to members of parententity | - | (1,570,986) | - | (1,570,986) |
| Option Reserve on recognition of issueof unlisted options | - | - | 17,000 | 17,000 |
| Currency translation differences | - | - | 1,136,568 | 1,136,568 |
| Sub-total | 29,550,495 | (27,228,458) | 1,394,643 | 3,716,680 |
| Shares issued during the half year | 1,028,075 | - | - | 1,028,075 |
| Balance at 31 December 2008 | 30,578,570 | (27,228,458) | 1,394,643 | 4,744,755 |
CONDENSED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| Consolidated | |||
|---|---|---|---|
| 31 December2008$ | 31 December2007$ | ||
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Interest receivedPayments to suppliers and employeesNet cash used in operating activities | 10,097(1,559,359)(1,549,262) | 40,749(2,035,623)(1,994,874) | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Purchase of property, plant and equipmentPayments for project development | (1,967)(920,778) | (122,912)(382,662) | |
| Net cash used in investing activities | (922,745) | (505,574) | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Net proceeds from share issuesProceeds from Directors' Loans | 969,166300,000 | 3,030,676- | |
| Net cash provided by financing activities | 1,269,166 | 3,030,676 | |
| Net increase / (decrease) in cash held | (1,202,841) | 530,228 | |
| Effects of exchange rate changes on cash | 21,941 | (36,700) | |
| Add opening cash brought forward | 1,592,840 | 2,611,219 | |
| Closing cash carried forward | 411,940 | 3,104,747 |
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 1. BASIS OF PREPARATION
The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standard AASB 134: Interim Financial Reporting, Urgent Issues Group Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board.
The half-year financial report does not include all of the notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.
It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2008 and any public announcements made by Gippsland Limited and its controlled entities during the half-year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001.
The half-year report does not include full disclosures of the type normally included in an annual financial report.
For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.
Reporting Basis and Conventions
The half-year report has been prepared on an accrual basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
Going Concern
The consolidated entity has incurred a net loss of $1,570,986 and incurred negative cash flows from operating activities of $1,549,262. At that date, the group had cash resources of $411,940 and a working capital deficiency of $516,898. At the date of issue of the financial report, the cash resources had reduced to less than $10,000.
These conditions indicate a material uncertainty that may cast significant doubt about the consolidated entity's ability to continue as a going concern.
The ability of the consolidated entity to continue as a going concern is principally dependent upon raising additional capital and / or debt finance to fund exploration and project development, funding the Abu Dabbab project, other commitments, other principal activities and working capital.
The directors have prepared a cash flow forecast for the period ending 31 March 2010 which indicates that the current cash resources may not meet expected cash outgoings, without additional funding.
On 15 April 2009 the Company secured a 12 month convertible loan for $800,000 to provide working capital. The funds raised via this loan are not sufficient to satisfy working capital needs for the next 12 months and the directors are aware that raising additional working capital will be required in the near term. The Company has the capacity to raise additional working capital via a rights issue and/or share placements.
Based on the cash flow forecasts and achieving future funding, the directors are satisfied that, the going concern basis of preparation is appropriate. The financial report has therefore been prepared on a 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.
Should the consolidated entity be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the consolidated entity be unable to continue as a going concern.
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
Changes in accounting policies
Since 1 July 2008, the Group has adopted the following Standards and interpretations, mandatory for financial reporting periods beginning on and after 1 July 2008. Adoption of these Standards and Interpretations did not have any material effect on the financial position or the performance of the Group.
| New or revised requirement | Effective for annualreporting periodsbeginning/ending onor after | Moreinformation | Impact on Group |
|---|---|---|---|
| AASB 101 Presentation of FinancialStatements (Revised September 2007),AASB 2007-8 Amendments to AustralianAccounting Standards & Interpretations andAASB 2007-10 Further Amendments toAASBs arising from AASB 101The revised standard affects the presentationof changes in equity and comprehensiveincome. It does not change the recognition,measurement or disclosure of specifictransactions and other events required byother AASB standards. | Beginning 1 January2009 | This will beadopted forthe year ended30 June 2010 | This is adisclosurestandard, so willhave no directimpact onamounts in thefinancial report,other thanamendments todisclosures. |
| AASB 123 Borrowing Costs (Revised), AASB2007-6 Amendments to Australian AccountingStandards 1, 101, 107, 111, 116, 138 andInterpretations 1 & 12This revision eliminates the option to expense | Beginning 1 January2009 | This will beadopted forthe year ended30 June 2010 | The adoption ofthis standard willhave no impact onthe group. |
| borrowing costs on qualifying assets andrequires that they be capitalised. TheAmending Standard eliminates reference tothe expensing option in various otherpronouncements. | |||
| AASB 3 Business Combinations (Revised),AASB 127 Consolidated and SeparateFinancial Statements (Amended), AASB2008-3 Amendments to AASBs arising fromAASB 3 and AASB 127 | Beginning 1 July 2009 | This will beadopted forthe year ended30 June 2010 | The impact of thisstandard on thegroup has not yetbeen determined. |
| This revision changes the application ofacquisition accounting for businesscombinations and accounting for noncontrolling interests. The revised andamended standards incorporate manychanges which will have a significant impacton the profit and loss for entities entering intobusiness combinations. | |||
| AASB 8 Operating Segments, AASB 2007-3Amendments to Australian AccountingStandards 5, 6, 102, 107, 119, 127, 134, 136,1023 & 1038 arising from AASB 8This standard supersedes AASB 114Segment Reporting, introducing a US GAAPapproach of management reporting as part ofthe convergence project with FASB. | Beginning 1 January2009 | This will beadopted forthe year ended30 June 2010 | AASB 8 is adisclosurestandard, so willhave no directimpact onamounts in thefinancial report,other thanamendments todisclosures. |
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| New or revised requirement | Effective for annualreporting periodsbeginning/ending onor after | Moreinformation | Impact on Group |
|---|---|---|---|
| AASB 2008-1 Amendments to AustralianAccounting Standards: Share-BasedPayments: Vesting Conditions andCancellations | Beginning 1 January2009 | This will beadopted forthe year ended30 June 2010 | The impact of thisstandard on thegroup has not yetbeen determined. |
| This clarifies that vesting conditions compriseservice conditions and performanceconditions only and that other features of ashare-based payment transaction are notvesting conditions. It also specify that allcancellations, whether by the entity or byother parties, should receive the sameaccounting treatment. | |||
| AASB 2008-7 Amendments to AustralianAccounting Standards – Cost of anInvestment in a Subsidiary, Jointly ControlledEntity or Associate | Beginning 1 January2009 | This will beadopted forthe year ended30 June 2010 | The impact of thisstandard on thegroup has not yetbeen determined. |
| This amends and clarifies the followingstandards AASB 101, AASB 118, AASB 127and AASB 136 for the treatment ofdetermining the cost of an investment in asubsidiary, jointly controlled entity orassociate. | |||
| AASB 2008-12: Amendments to AustralianAccounting Standards – Reclassification ofFinancial Assets | Beginning 1 January2009 | This will beadopted forthe year ended | The impact of thisstandard on thegroup has not yet |
| The amendments clarify the effective date ofthe amendments made to AASB 139 andAASB 7 as a result of the issuance of AASB2008-10 in November 2008. | 30 June 2010 | been determined. | |
| AASB 2008-12 clarifies that, the amendmentsunder AASB 2008-10, apply from 1 July 2008,and may not be applied to financial reportingperiods before this date. | |||
| Interpretation 17 Distributions of Non-cashAssets to Owners | Beginning 1 January2009 | This will beadopted forthe year ended | The impact of thisstandard on thegroup has not yet |
| This Interpretation provides guidance on howan entity should measure distributions ofassets other than cash when it pays dividendsto its owners, except for common controltransactions. | 30 June 2010 | been determined. |
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 2: SEGMENT INFORMATION
Primary reporting – Business segments
The economic entity only operates in the mining and exploration segment.
Primary reporting – Geographic segments
| Segment RevenueHalf-year ended | Segment resultHalf-year ended | |||
|---|---|---|---|---|
| 31 December2008$ | 31 December2007$ | 31 December2008$ | 31 December2007$ | |
| Continuing operations | ||||
| Australia | 11,140 | 37,138 | (1,152,163) | (797,374) |
| Egypt | 11,967 | 17,637 | (418,823) | 811,151 |
| Consolidated revenue | 23,107 | 54,775 | ||
| Profit / (loss) beforeincome tax expenseIncome tax expense | (1,570,986)- | 13,777- | ||
| Profit / (loss) for theperiod | (1,570,986) | 13,777 |
NOTE 3: REVERSAL OF IMPAIRMENT LOSS
In the prior period ended 31 December 2007, the company reversed impairment losses previously recognised amounting to $2,116,696 in relation to the Abu Dabbab tantalite, tin and feldspar project.
The main events and circumstances that led to the reversal of these impairment losses were as follows:
- A 10 year off take agreement was signed with the German company HC Starck GmbH for the supply of 600,000 pounds of tantalum per annum.
- Bankable Feasibility Study on the Abu Dabbab was in the process of being updated.
- Detailed negotiations with a major German Bank to secure the debt portion of project finance have commenced. The bank is now undertaking its due diligence process.
- Commencement of an in-fill drilling program at Abu Dabbab to upgrade the indicated resource to reserve category under the JORC code requirements.
The main class of asset affected by the reversal of the impairment loss is Deferred Exploration Expenditure which at 31 December 2008, totals $5,043,508.
NOTE 4: OTHER FINANCIAL LIABILITIES
In December 2008, Directors' Loans to the value of $300,000 were made to the Company. The loans are interest free, unsecured and repayable following a capital raising(s) of at least $1,500,000 by the Company or as is mutually agreed between the Lender and the Company.
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 5: CONTRIBUTED EQUITY
| 31 December2008$ | 31 December2008Number | 30 June2008$ | 30 June2008Number | |
|---|---|---|---|---|
| Issued capital: | ||||
| 323,434,325 (June 2008: | ||||
| 306,354,325) fully paid ordinaryshares | 30,578,570 | 323,434,325 | 29,550,495 | 306,354,325 |
| Movement | ||||
| Opening Balance at 1July 2008 | 29,550,495 | 306,354,325 | ||
| Shares issued during the period | 1,028,075 | 17,080,000 | ||
| Closing balance at 31 December | ||||
| 2008 | 30,578,570 | 323,434,325 | ||
| Options | ||||
| No of Options | ||||
| Opening balance at 1July 2008 | 29,000,000 | |||
| Less: Exercise of options during | ||||
| the period | - | |||
| Plus: Options issued during the | ||||
| period | 17,000,000 | |||
| Closing balance at 31 December | ||||
| 2008 | 46,000,000 |
As at 31 December 2008 the economic entity had the following options on issue:
(i) 25,000,000 unlisted options exercisable at 13.5 cents each by 26 May 2012.
(ii) 4,000,000 unlisted options exercisable at 7.0 UK pence each by 15 December 2011.
(iii) 17,000,000 unlisted options exercisable at 15.0 cents each by 31 May 2012.
NOTE 6: COMMITMENTS AND CONTINGENCIES
Operating lease commitments - Group as lessee
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 (expiring in October 2011), 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. Lease payments for the next 12 month period to 31 March 2010 are estimated to be $125,500. An option exists to renew the lease at the end of the five year term for an additional five years.
Cairo Office Lease
The property lease is a non-cancellable lease with a two year term, with rent payable monthly in advance. Lease payments for the next 12 month period to 31 March 2010 are estimated to be $25,000.
NOTES TO THE FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 6: EVENTS SUBSEQUENT TO REPORTING DATE
Since 31 December 2008, the following events have arisen that have materially affected the operations of the economic entity, the results of the economic entity or the state of affairs of the economic entity.
- The Company's London based co-brokers, Seymour Pierce Limited and Fox-Davies Capital Limited both terminated their engagements in February 2009. As a consequence of the resignation of Seymour Pierce Limited the Company was suspended and subsequently de-listed from trading on the London Stock Exchange Plc's Alternative Investment Market (AIM).
- On 3 March 2009 the Company issued 4,545,454 ordinary shares at $0.022 each to sophisticated investors raising a total of $100,000 for working capital purposes.
- On 15 April 2009 the Company secured a 12 month convertible loan for $800,000 from Abbotsleigh Proprietary Limited. The loan may be converted into fully paid ordinary shares in the Company at a conversion rate of $0.01 per share.
DIRECTORS' DECLARATION
The directors of Gippsland Limited declare that:
-
- The financial statements and notes, as set out on pages 6 to 15:
- a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001; and
- b) give a true and fair view of the consolidated entity's financial position as at 31 December 2008 and of its performance for the half-year ended on that date.
-
- In the directors' opinion there are reasonable grounds to believe that the economic entity will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors dated this 17th day of April 2009.
R.J. Telford Chairman
INDEPENDENT AUDITOR'S REVIEW REPORT
TO THE MEMBERS OF GIPPSLAND LIMITED AND ITS CONTROLLED ENTITIES
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Gippsland Limited and its controlled entities, which comprises the condensed balance sheet as at 31 December 2008, and the condensed income statement, condensed statement of changes in equity and condensed cash flow statement for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at 31 December 2008 or from time to time during the half year ended on that date.
Directors' Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation and fair presentation of the half-year 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 half-year 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.
Auditor's Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company's financial position as at 31 December 2008 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Gippsland Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Tel: 61 8 9278 2222 | Fax: 61 8 9278 2200 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Gippsland Limited is not in accordance with the Corporations Act 2001 including:
- (a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and
- (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.
Material Uncertainty Regarding Continuation as a Going Concern
Without qualifying our conclusion, we draw attention to Note 1 in the half-year financial report which indicates that the consolidated entity has incurred net losses of $1,570,986 for the period ended 31 December 2008, and at that date had a working capital deficiency of $516,898. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity's ability to continue as a going concern and therefore, whether it will realise its assets and extinguish its liabilities in the ordinary course of business, and at amounts that differ from those stated in the financial statements.
Should the consolidated entity be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements.
PKF Chartered Accountants
Neil Smith Partner
Dated at Perth, Western Australia this 17th day of April 2009.