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TITANIUM SANDS LIMITED Annual Report 2003

Jun 12, 2003

65956_rns_2003-06-12_0c2c80eb-fd54-43c8-8d4e-493e7ee0beb8.pdf

Annual Report

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$T-132$ $P.01$ $F - 480$

AUSTRALIAN STOCK EXCHANGE 245 1A000

$\sim$ $\sim$ $\sim$

$\overline{a}$

Company Announcement Office Australian Stock Exchange Limited Level 10 20 Bond Street SYDNEY NSW 2000

BY FACSIMILE: 1 300 300 021

Dear Sir

COMPANY ANNOUNCEMENT ANNUAL REPORT 2002

Please find attached the Annual Report for 2002

Yours faithfully

Angus C Pilmer Company Secretary Precious Metals Australia WEST PERTH WA 6872

Telephone: (08) 9322 1788
Facsimile: (08) 9322 1744

13 June, 2003

13-JUN-03 17:09 FROM-ACPILMER PERTH(IAUSTRALIA LTD) +61-8-93221744 T-132. P.OZ F-480
PRECIOUS METALS AUSTRALIA LIMITED
AND ITS CONTROLLED ENTITY

CONTENTS

CORPORATE DIRECTORY 2
CHAIRMAN'S REPORT Э
SCHEDULE OF MINING TENEMENTS 4
DIRECTORS' REPORT 5
STATEMENTS OF FINANCIAL PERFORMANCE 9
STATEMENTS OF FINANCIAL POSITION 10
STATEMENTS OF CASH FLOWS $\mathbf{1}$
NOTES TO FINANCIAL STATEMENTS 12
DIRECTORS' DECLARATION 32
AUDITORS' REPORT 33
ADDITIONAL INFORMATION AS AT 12 JUNE 2003 34

CORPORATE DIRECTORY

DIRECTORS

The Earl of Warwick Non-Executive Director, Chairman

James A Wall Non-Executive Director

Angus C Pilmer
Non-Executive Director
appointed 4 June 2002
Roderick H J Smith resigned 28 May 2002

Andrew K McKee resigned 4 June 2002

COMPANY SECRETARY

Angus C Pilmer appointed 4 June 2002
Andrew K McKee resigned 4 June 2002

PRINCIPAL PLACE OF BUSINESS

2nd Floor, 44 Ord Street West Perth WA 6005 Telephone 61 8 9322 1788 Facsimile 61 8 9322 1744

REGISTERED OFFICE

2nd Floor, 44 Ord Street West Perth WA 6005 Telephone 61 8 9322 1788 Facsimile 61 8 9322 1744

SOLICITORS

Wilson&Atkinson 2nd Floor OVI Building 250 St George's Terrace Perth WA 6000

BANKERS

National Australia Bank Limited Capital Office 50 St George's Terrace Perth WA 6000

HOME STOCK EXCHANGE

Australian Stock Exchange Limited Exchange Plaza 2 The Esplanade Perth WA 6000

SHARE REGISTRY

Advanced Share Registry Services Level 7, 200 Adelaide Terrace East Perth WA 6892 Telephone 61 8 9221 7288 Facsimile 61 8 9221 7869

AUDITOR

KPMG Chartered Accountants 152-158 St George's Terrace Perth WA 6000

COUNTRY OF INCORPORATION AND DOMICILE

Australia

ASX CODE

PMA (shares) PMAOB (options -- December 2005)

CHAIRMAN'S REPORT

The significant events for your Company which affected the financial year 2002 have been the resolution of the dispute with Westgold Resources NL and the crystallisation of the remaining contingent liabilities that arose during and following the construction of the Windimurra Vanadium project.

With respect to the dispute with Westgold Resources NL, the terms of the settlement have already been made public and it suffices to repeat what has been previously publicly announced – that both Mr R H J Smith and Mr A K McKee (two ex directors of the Company) have made significant personal financial contributions to the resolution of this matter.

The contingent habilities detailed in the last Annual Report (2001) which exceeded \$6 million have, following negotiations and settlements, been brought to account as payable at \$1.2 million. The more precise definition of the Company's liabilities is now included in the Statement of Financial Position allowing for a more accurate assessment of the Company's position as at 30 June 2002 even though these negotiations have only recently been concluded.

An announcement by Xstrata plc that the operations at Windimurra will be suspended has left the board with no alternative but to recognise the minimum value of the royalty asset. This asset has been written down to \$2,000,000 at 30 June 2002 from an amount of \$22,150,755 at 30 June 2001. The Company is entitled to the continued receipt of the minimum royalty of \$500,000 per annum during the suspension of operations. However a decision by Xstrata plc to permanently close Windimurra would result in the permanent cessation of royalty payments.

The market for Vanadium and its' compounds is not a transparent one and accordingly price information needs to be treated with care. There are indications of an improvement in the Vanadium market, Strategic Minerals (www.stratcor.com) in March 2003 announced an increase in their price for Ferro-Vanadium. A strengthening Vanadium price may have a positive bearing on any Xstrata plc decision with respect to the Windimurra Project and on any potential plans to resume production.

The Earl of Warwick Non Executive Chairman

SCHEDULE OF MINING TENEMENTS

The consolidated entity has interests in the following tenements as at 30 June 2002.

(Precious Metals Australia Limited 100% beneficially owned unless otherwise stated)

KIMBERLEY GOLD TENEMENTS

PALM SPRINGS

Mt Bradley M80/315 (95%) M80/252 (95%) M80/418 GML80/197 M80/106 (95%)

OTHER

Barrambie M57/173 (80%)

All tenements are in Western Australia and are granted under the Western Australian Mining Act 1978, as amended. Exploration or mining leases applied for but not yet granted are not shown until approved by the Minister for Mines

KEY

M - Mining Lease

GML - Gold Mining Lease

DIRECTORS' REPORT

The Directors present their report together with the financial report of Precious Metals Australia Limited ("PMA" or "the Company") and the consolidated financial report of the consolidated entity, being the Company and its controlled entities, for the year ended 30 June 2002, and the auditors' report thereon.

DIRECTORS

The names of the Directors of the Company at any time during or since the end of the financial year are:

The Earl of Warwick, Non-Executive Director, Chairman

Mr James A Wall, Non-Executive Director

Mr Angus C Pilmer, Non-Executive Director Appointed 4 June 2002

Mr Roderick J H Smith, Non-Executive Director, Resigned 28 May 2002

Mr Andrew K McKee, Non-Executive Director Resigned 4 June 2002

PRINCIPAL ACTIVITIES

The principal commercial activities of the Company during the financial year were the maintenance of certain mineral exploration properties and receipt of royalty income. In addition, significant time and resources were committed to defending various claims made against the Company and its former directors by Westgold Resources NL.

RESULTS

The consolidated net loss of the Company for the financial year ended 30 June 2002 after the provision for income tax amounted to \$21,513,994 (2001: \$5,288,579) and after the write down of the Windimurra Royalty asset by \$19,000,067.

DIVIDEND

No dividends have been paid by the Company during the financial year ended 30 June 2002 nor have the directors recommended that any dividend be paid.

REVIEW OF OPERATIONS

The Company was engaged in defending the claims made against it and two of the Company's directors for damages in excess of \$3 million.

In addition to the above litigation, the Company also had to deal with a number of claims made both by and against various contractors in relation to the completion of the Windimurra Vanadium Project as a consequence of its responsibilities as a joint venture party during the construction of this project.

The Company continued to maintain its interests in the Palm Springs gold tenements whilst it attended to the environmental clean up and rehabilitation obligations following the closure of the Palm Springs operation.

The Company maintains its interest in the mineral tenement at Barraambie (vanadium).

DIRECTORS' REPORT (continued)

CHANGE IN STATE OF AFFAIRS

Significant changes in the state of affairs of the Company that occurred during this financial year were:

  • The resignation of Mr R J H Smith and Mr A K McKee, both founding directors of the Company, following the $(a)$ Company's decision to negotiate a settlement with Westgold Resources NL and cease its defence of claims made by Westgold Resources NL.
  • The abandonment of a rights issue offering 15,854,855 shares at an issue price of 10 cents a share (pursuant to a $(b)$ I for I non renounceable pro rate share issue to shareholders) following the decision by the Company not to defend the claims made by Westgold Resources NL.

SUBSEQUENT EVENTS

Since 30 June, 2002 to the date of this report there have been a significant number of events that materially affect the Company as follows:

Westgold Litigation $(a)$

In July 2002 the Company reached agreements with Westgold Resources NL and two former directors, Mr R H J Smith and Mr. A K McKee, as well as the continuing Chairman, the Earl of Warwick, which in effect settled the action brought by Westgold Resources NL against the Company and the two former directors, Mr R H J Smith and Mr. A K McKee, in December 2000 which alleged that the defendants engaged in misleading or deceptive conduct with respect to the issue of shares to Westgold Resources NL in April 2000. The claim was for damages in the sum of \$3,090,770 and interest and costs.

This settlement with Westgold Resources NL was for a joint amount of \$2,150,000 with the Company accepting liability for \$800,000 of this amount in respect of its share of the total settlement as announced to the Australian Stock Exchange on 18 July 2002.

In addition, the two former directors agreed to make a contribution of \$382,393 to the legal costs of the Company, incurred in the defence of the Westgold Resources NL claims. This contribution was deducted from the loan accounts associated with the two former directors. (Note $22(b)(iv)$ ).

Westgold Settlement

The Company accepted a liability to Westgold of \$800,000. This amount was guaranteed by Mr R H J Smith. The Company failed to pay Westgold Mr R H J Smith's guarantee was called upon. Mr R H J Smith subsequently issued demands on the Company to repay this amount, together with indemnified interest and other costs, and then in March 2003 he proceeded to make an application to the Supreme Court of Western Australia to wind up the Company and appoint an official liquidator.

Smith Settlement

In May 2003 the Company reached an agreement with the former director Mr R H J Smith whereby he withdrew his application to wind up the company and to appoint an official liquidator and the Company acknowledged.

  • his entitlement to costs and interest totalling \$117,000. i)
  • that the share placements referred to in the Westgold Resources NL Settlement agreements would ii) proceed at a price of 7 cents per share.
  • that the balance of monies owing to him of \$450,000 would be settled by the issue of 4,285,715 fully paid $\overline{u}$ shares of 7 cents each to satisfy \$300,000 and the payment of \$150,000 following the completion of the share placements.
  • $iv)$ that these transactions are to be completed prior to 31 July 2003.

+61-8-93221744

PRECIOUS METALS AUSTRALIA LIMITED AND ITS CONTROLLED ENTITY

DIRECTORS' REPORT (continued)

$(b)$ Contractors Disputes

The Company has settled all outstanding contractors disputes that related back to the Windimurra Joint Venture and these include:

  • ī) In March 2003 a claim against the Joint Venture totalling \$6,850,000 was settled for \$1,000,000 with the Company's share of \$400,000 being met by the utilisation of existing dispute credits of \$214.570 and deferred payments of \$185,430 to be paid from future royalty income without interest or costs
  • An obligation to pay the stamp duty on a transfer of a 9% interest in the Windimurra Joint Venture to a ii) subsidiary of Xstrata plc was assessed in December 2002 by the State Revenue Office at \$370,098. This assessment releases \$229,902 plus interest previously held in the proceeds account. (Note 7 ii))

$(c)$ Sale of Barrambie

In April 2003 the Company completed negotiations to sell the mining tenement known as Barrambie previously written down to \$NIL for \$200,000 to Reed Resources NL by the payment of \$50,000 and the issue by Reed Resources NL of 750,000 fully paid shares of 20c.

$(d)$ Windimurra Royalty Asset

In February 2003 Xstrata plc, the parent company of Xstrata Windimurra Pty Ltd, announced in its Annual Report for the year ended 3) December 2002 that its subsidiary would cease production and operations would be suspended whilst they assessed options which would include permanent closure.

Since the announcement by Xstrata plc and the effective suspension of production of Vanadium Pentoxide at Windimurra which previously supplied approximately 11% of the known world production of this product it is noted that the spot price has firmed approx \$1.40 per lb to \$2.80 per lb.

$(e)$ Legal Costs

In April 2003 the Company reached agreement with the Company's former solicitors to reduce the accrued legal costs included in payables as at 30 June 2002 relating to the Westgold Litigation by \$108,000

Adjustments have been made for the 30 June 2002 financial statements to reflect the \$800,000 liability to Westgold, and \$382,393 contribution by Directors noted in part (a), and the contractor disputes in part (b)(ii), and the write-down in the Windimurra Royalty, as these events provide additional information for events existing at 30 June 2002. The other events noted above have not been adjusted in the 30 June 2002 year.

MEETINGS OF DIRECTORS

FULL MEETINGS OF DIRECTORS
ATTENDED ELICIBLE TO ATTEND
$R$ J H Smith
A K McKee
The Earl of Warwick
J A Wall
A C Pilmer

The Company is of a size and nature such that issues ordinarily dealt with by audit and other committees were resolved by the full board.

DIRECTORS' INTERESTS

The relevant interests of each director in the share capital of the companies within the consolidated entity, as notified by the directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report and after the share consolidation, is as follows.

PRECIOUS METALS AUSTRALIA LIMITED
ORDINARY SHARES
----
OPTIONS
The Earl of Warwick 1.980.633
J A Wall $\overline{\phantom{0}}$ 250,000

DIRECTORS' REPORT (continued)

DIRECTORS' EMOLUMENTS

Details of the nature and amount of each element of the emoluments of each director or former director of the Company are set out in the following table:

DIRECTORS FEES SUPERANNUATION ENTITLEMENTS OTHER BENEFITS TOTAL
The Earl of Warwick 30.000 2.700 32.700
J A Wali 30.000 2.700 - 32,700
R J H Smith 7.500 - 7500
A K McKee 7 500 7.500

SHARE OPTIONS GRANTED TO DIRECTORS AND MOST HIGHLY REMUNERATED OFFICERS

No options over unissued ordinary shares of the Company were granted during or since the end of the financial year to any of the directors or officers of the Company and consolidated entity as part of their remuneration.

OPTIONS

Unissued ordinary shares of the Company under option at the date of this report are as follows

____ NUMBER EXERCISE PRICE EXPIRY DATE
Listed Options (PMAOB) 12.896.334 5200 1 December 2005

No option holder has any right under the options to participate in any other share issue of the Company or other body corporate.

ENVIRONMENTAL REGULATION

The consolidated entity's operations are subject to significant environmental regulation under both Commonwealth and State legislation in relation to its exploration and mining activities.

Exploration and Development

The consolidated entity's exploration and development activities are conducted in Western Australia. There are significant environmental regulations under the Western Australian Mining Act 1978 and Environmental Protection Act 1986. Licence requirements relating to waste disposal, water and air pollution exist in relation to mining activities.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Company has previously agreed to indemnify the following current directors of the Company, Mr J A Wall, The Earl of Warwick and Mr A C Pilmer, and former directors, Messrs R H J Smith and A K McKee against liabilities or claims that may arise from carrying out their duties as directors except where the claim or liability arises from conduct involving a lack of good faith, gross negligence or criminal intent.

A C PILMER Director

Perth, Western Australia 13 June 2003

STATEMENTS OF FINANCIAL PERFORMANCE

For the Year Ended 30 June 2002

Consolidated Company
Note 2002 2001 2002 2001
S S
Revenue from sale of goods 2 2,231,277 2,231,277
Revenue from rendering of services $\frac{2}{2}$ 126,126 126,126
Revenue from royalties 500,000 380,137 500,000 380,137
Other revenue from ordinary activities 2 66,753 29,494,987 66,753 29,321,820
Total Revenue 566,753 32,232,527 566,753 32,059,360
Employee expenses 3 (44, 798) (402, 682) (44, 798) (399, 643)
Depreciation and amortisation expenses (1,152,396) (2,199,059) (1,152,396) (2,187,324)
Borrowing costs 3
3
(71, 330) (923, 957) (71, 330) (3,139,100)
Other expenses from ordinary activities 3 (20, 823, 837) (33,995,408) (20,628,143) (30, 817, 824)
Loss from ordinary activities
before related income tax expenses (21, 525, 608) (5,288,579) (21, 329, 914) (4,484,531)
Income tax expense relating
to ordinary activities 6
Net loss attributable to members
of the parent entity 18 (21, 525, 608) (5,288,579) (21, 329, 914) (4, 484, 531)
Basic loss per share \$1.36 \$0.03

The above statements of financial performance should be read in conjunction with the accompanying notes.

STATEMENTS OF FINANCIAL POSITION As at 30 June 2002

The Company
Note 2002 2001 2002 2001
S 2 \$ \$
545,209
7 893,726 993,247 893,726 993,247
1,177,055 1,538,948 1.176,563 1,538,456
5.757
1,428
8,301
405,810
22,150,755
2,007,580 22,571,947 2,007,684 22,572,051
3,184,635 24,110,895 3,184,247 24,110,507
12 1,303,476 1.154,523 1,303,476 1,150,217
14 1,020,000 21,095 800,000 1,095
15 102,125 125,000 102,125 125,000
2,425,601 1,300,618 2,205,601 1,276,312
12
13 504,438 504,438
$\overline{14}$ 206,627 206,627
185,430 711,065 185,430 711,065
2,611,031 2.011.683 2,391,031 1,987,377
573,604 22,099,212 793,216 22,123,130
16 48,369,635 48,369,635 48,369,635 48,369,635
3,965,772
(30, 212, 277)
573,604 22,099,212 793,266 22,123,130
23(a)
7
8
9
10
11
17
18
283,329
7,580
2,000,000
185,430
3,965,772
(51, 761, 803)
Consolidated
545,701
5,757
1,324
8,301
405,810
22,150,755
3,965,772
(30.236, 195)
282,837
104
7,580
2,000,000
185,430
3,965,772
(51, 542, 141)

The above statements of financial position should be read in conjunction with the accompanying notes.

STATEMENTS OF CASH FLOWS

For the Year Ended 30 June 2002

Consolidated The Company
Note 2002 2001 2002 2001
s \$ s \$
Cash Flows from Operating Activities
Cash receipts in the course of operations 523,264 3,140,334 523,264 3,140,334
Cash payments in the course of operations (800, 655) (8,956,568) (769, 983) (7,622,819)
Interest received 43,490 73,816 43,490 73,816
Borrowing costs paid (1, 271, 461) (1, 257, 606)
Net cash used in operating activities 23(b) (233,901) (7,013,879) (203, 229) (5,666,275)
Cash Flows from Investing Activities
Payments for exploration, (23, 652) (8,785)
evaluation and development (37.616) (25, 881)
Payments for plant & equipment (4, 819) (4,328) (4, 819) (4,328)
Loans to subsidiaries (45, 539) (1,159,886)
Proceeds from sale of assets 176,827 3.660
Proceeds from sale of interest in Windimurra project 29.192,643 29,192,643
Proceeds from sale of investments 18,000 18,000
Cash balance on sale of interest in
Windimurra project (74.118) (74, 118)
Payments to proceeds account (963,588) (963, 588)
Net cash (used in)/provided by investing activities (28, 471) 28,307,820 (59, 143) 26,986,502
Cash Flows from Financing Activities
Proceeds from issue of shares and options 3,876,010 3,876,010
Expenses relating to issue of shares and options (354, 622) (354, 622)
Proceeds from borrowings 1,149,208 1,149,208
Repayment of convertible notes (5,000,000) (5,000,000)
Proceeds from security deposit 8,148 8,148
Repayment of borrowings (22,033,770) (22, 033, 770)
Not cash used in financing activities $\blacksquare$ (22,355,026) (22, 355, 026)
Net decrease in cash held (262, 372) (1,061,085) (262, 372) (1,034,799)
Cash at the beginning of the year 545,701 1,606,786 545,209 1,580,008
Cash at the end of the year 23(a) 283,329 545,701 282,837 545,209
Financing arrangements 23(c)

The above statements of cash flows should be read in conjunction with the accompanying notes.

NOTES TO FINANCIAL STATEMENTS For the Year Ended 30 June 2002

$\mathbf{I}$ . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant policies which have been adopted in the preparation of this financial report are:

Basis of Preparation $(a)$

The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

It has been prepared on the basis of historical costs and except where stated, do not take into account changing money values or current valuations of non-current assets.

These accounting policies have been consistently applied by each entity in the consolidated entity and, except where there is a change in accounting policy, are consistent with those of the previous year.

Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures.

Going Concern $(b)$

The Company and consolidated entity have incurred an operating loss of \$21,329,914 and \$21,513,994 respectively. Further, at 30 June 2002 the consolidated entity has a shortfall in working capital of \$218,021. At 30 May 2003 the Company had cash of \$603,111

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Company does have a source of income in the form of a minimum royalty of \$500,000 per annum payable in quarterly instalments. There is uncertainty about the continued receipt of this royalty and the life of the Windimurra minesite as a result of a decision by Xstrata AG to suspend operations at Windimurra (see note 11). Notwithstanding the suspension of operations at Windimurra the Company received its scheduled quarterly royalty instalment on 31 March 2003. In addition, the Company is reliant on raising further equity capital to settle a number of outstanding debts as described in the following paragraph

It is the intention of the Company to call a general meeting during July 2003 to seek approval from shareholders to make certain placements of shares, as a consequence of a settlement reached with Westgold Resources NL and in order to settle the outstanding loan accounts associated with the former directors Mr. R H J Smith and Mr A K McKee, and to provide working capital for the Company, as follows:

  • The issue of 4,285,715 fully paid shares of 7c each to Mr. R H I Smith in order to satisfy \$300,000 paid by $\mathbf{1}$ . him to Westgold Resources NL under the terms of a guarantee he provided
  • $21$ The issue of 4.285.715 fully paid shares of 7c each to Mr. R H J Smith in order to satisfy \$300,000 loan accounts due to him and his associated company Pacific Quest Investments Pty Ltd.
  • The issue of 1,428,571 fully paid shares of 7c each to Mr. A K McKee in order to satisfy a \$100,000 loan 3. account due to a company associated with Mr. A K McKee.
  • The issue of 7,142,857 fully paid shares of 7c each to Earl of Warwick for cash in order to raise working $41$ capital of \$500,000

These proposed placements, as a consequence of the terms of the settlement reached with Westgold Resources NL and the above parties, are subject to shareholder approval at the proposed meeting

Following these placements, the Directors consider that there are reasonable grounds to believe that the Company will continue to obtain investors' support to meet its funding requirements for the foreseeable future.

Should shareholders fail to approve the proposed placements and the Company is unsuccessful in raising additional capital, there is significant uncertainty as to whether the Company can continue as a going concern and therefore whether assets would be realised and liabilities settled in the ordinary course of business and at the amounts recorded in the financial statements.

$(c)$ Recoverable amount of Non-Current Assets valued on a Cost Basis

The carrying amounts of non-current assets, other than exploration and evaluation expenditure carried forward. are reviewed to determine whether they are in excess of their recoverable amount at balance date.

If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower amount.

The write-down is recognized as an expense in the net profit or loss in the reporting period in which it occurs.

In assessing recoverable amounts of non-current assets, the relevant cash flows have not been discounted to their present value.

$(d)$ Principles of Consolidation

The consolidated financial statements of the economic entity include the financial statements of the Company, being the parent entity, and its controlled entities ("the consolidated entity").

Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.

The balances and effects of transactions between controlled entities included in the financial statements have been eliminated.

$(e)$ Revenue Recognition

Sales Revenue

Sales Revenue is recognized when the control of goods passes to the buyer.

Interest Revenue

Interest Revenue is recognized as it accrues.

Royalty Income

Royalty payments to the Company will be calculated on Project returns without deduction of interest, tax, depreciation or amortisation and includes a minimum annual royalty of \$500,000 paid and recognized as income quarterly.

Asset Sales

The gross proceeds of asset sales are included as revenue of the consolidated entity. The profit or loss on disposal of assets is brought to account at the date a contract of sale is signed

$(D)$ Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as port of an item of the expense.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating eash flows.

$(g)$ Income Tax

The consolidated entity adopts the income statement liability method of tax effect accounting. Tax effect accounting procedures are followed whereby the income tax expense in the profit and loss statement is matched with the accounting profit after allowing for permanent differences. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the balance sheet as a future income tax benefit or a provision for deferred income tax.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The tax effects of capital losses are not recorded unless realisation is virtually certain.

$(h)$ Property, Plant and Equipment

Acquisition

Items of property, plant and equipment are mitially recorded at cost or at director's valuation and depreciated as outlined below

Depreciation

Items of property, plant and equipment are depreciated using the straight line method over their estimated useful lives. The depreciation rates used for each class of asset are as follows:

Plant and equipment 7% - 33%

Leased plant and equipment

Leases of plant and equipment under which the Company or its controlled entities assume substantially all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases.

Finance leases are capitalized. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease.

Capitalised lease assets are amortised on a straight line basis over the term of the relevant lease or where it is likely the consolidated entity will obtain ownership of the asset, the life of the asset Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are charged to the profit and loss statement.

Payments made under operating leases are charged against profits in equal instalments over the accounting periods covered by the lease term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.

$(i)$ Exploration, Evaluation and Development Expenditure

Exploration, evaluation and development costs are accumulated in respect of each area of interest.

These costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves and active and significant operations in relation to the area are continuing

Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest.

When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off in the financial period the decision is made. Each area of interest is also reviewed annualiy and accumulated costs written off to the extent that they will not be recoverable in the future.

Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences.

When production commences, carried forward exploration, evaluation and development costs are amortised on a units of production basis over the life of the economically recoverable reserves.

Provisions are made for mine site rehabilitation and restoration on an incremental basis during the course of mine life (which includes the mine closure phase). Provisions, which are determined on an undiscounted basis, include the following costs: reclamation, plant closure, waste site closure and monitoring activities. These costs have been determined on the basis of current costs, current legal requirements and current technology. Changes in estimates are dealt with on a prospective basis.

$(i)$ Borrowing Costs

Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings and lease finance charges. Borrowing costs are expensed as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use of sale. Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amount of borrowing costs capitalized is those incurred in relation to that borrowing, net of any interest carned on those borrowings.

$(k)$ Provision for Employee Entitlements

Wages, Salaries and Annual Leave

The liability for employees' entitlements to wages, salaries and annual leave represents the amount which the consolidated entity has a present obligation to pay resulting from employees' services provided up to the balance date. The provisions have been calculated at undiscounted amounts based on current wage and salary rates and include related on-costs

Long Service Leave

The liability for employees' entitlements to long service leave represents the present value of the estimated future cash outflows to be made by the employer resulting from employees' services provided up to the balance date

Superannuation Plan

The Company contributes to several superannuation plans. Contributions are charged against income as they are made.

$\bf{0}$ Pavables

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Company or consolidated entity. Trade accounts are normally settled within 60 days.

$(m)$ Investments

Controlled Entities

Investments in controlled entities are carried in the Company's financial statements at the lower of cost and recoverable amount.

Other Entities

Investments in other listed companies are carried at the lower of cost and recoverable amount, being a directors' valuation based on market values at the time of the valuation.

Cash and Cash Equivalents $(n)$

For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks and money market investments readily convertible to cash within two working days, net of outstanding bank overdrafts.

Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues.

$\left( 0 \right)$ Trade and Other Receivables

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

Receivables from related parties are recognized and carried at the nominal amount due. Interest is taken up as income on an accrual basis.

$(p)$ Share Capital

Ordinary share capital is recognised at the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Windimurra Royalty $(q)$

The Windimurra Royalty has been recorded at cost and is being amortised on a straight line basis over the estimated life of the mine, being 20 years.

Expenditure which no longer satisfies the Recoverable Amount of Non-Current Assets Valued on a Cost Basis (note 1(c)), is written off where the Directors are of the opinion that the carry forward net cost may not be recoverable under the policy stated at note $l(c)$ . The write-off is charged against the results for the year. At 30 June 2002 the Windimurra Royalty has been written down to its recoverable amount.

$13 - JUN - 03$ $17:14$ FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

T-132 P.17/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED
AND ITS CONTROLLED ENTITY
Consolidated The Company
2002
S
2001
\$
2002
s
2001
s
REVENUE FROM ORDINARY ACTIVITIES
2.
Sales of goods revenue from operating activities 2,231,277 2,231,277
Rendering of services revenue from operating activities 126,126 126,126
Royalty revenue 500,000 380,137 500,000 380,137
500,000 2,737,540 500,000 2,737.540
Other Revenues
From Operating Activities
Interest
Other parties 43,490 79,423 43,490 79.423
Sundry income 23,263 28,094 23,263 28.094
From Outside Operating Activities
Gross proceeds from sale of non-current assets 176,827 3,660
Gross proceeds on sale of investments
Gross proceeds on sale of Windimurra tenements
18,040
1,000,000
18,040
1,000,000
Gross proceeds on sale of controlled entity 2
Gross proceeds on sale of Windimurra project
Gross proceeds on sale of receivable
28,192,601
from controlled entity 28,192,601
Total Other Revenues 66,753 29,494,987 66,753 29,321,820
Total Revenue from Ordinary Activities 566,753 32,232,527 566,753 32,059,360
3.
LOSS FROM ORDINARY ACTIVITIES
BEFORE INCOME TAX EXPENSE
Employee expenses 44.798 402,682 44,798 399,643
Depreciation and Amortisation
Depreciation of:
Plant and equipment
Amortisation of:
1,707 1,277,502 1,707 4,432
Borrowing costs
Exploration, evaluation and development
14,772 14,772
expenditure 43,769 32,034
Windimurra Royalty 1,150,689 863,016 1,150,689 863,016
Leased plant and equipment 1,273,070
Total depreciation and amortisation 1,152,396 2,199,059 1,152,396 2,187,324
Borrowing costs
Borrowing costs:
Related parties 71,330 104,438 71,330 104,438
Other parties
Finance charges on leased assets
819,519 805,662
2,229,000
71,330 923,957 71,330 3,139,100

$13 - JUN - 03$ $17:14$ FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

De Barbara (1995)

T-132 P.18/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED
AND ITS CONTROLLED ENTITY

$\boldsymbol{\cdot}$

Consolidated The Company
2002
s
2001
÷.
2002
s
2001
\$
з. LOSS FROM ORDINARY ACTIVITIES
BEFORE INCOME TAX EXPENSE (continued)
Other expenses from ordinary activities
Profit on Windimurra debt forgiveness
Costs of goods sold
Costs attributable to sale of Windimurra Project
3,166,098 (3,725,536)
3,166,098
and tenements
Costs attributable to sale of receivable from
29,192,601
controlled entity and tenements
Renabilitation of minesite
225,766 29,192,601
Exploration expenditure write off
Net cost of legal settlements
Write down of Windimurra Royalty asset
429,462
854,430
131,000 414,595
854,430
131,000
Administration and other costs 19,000,067
314,112
1,505,709 19,000,067
359,051
2,053,661
20,823,837 33,995,408 20,628,143 30,817,824
a) Individually significant items included in loss
from ordinary activities before income tax expense
Profit on Windimurra debt forgiveness (3, 725, 536)
Costs associated with/(reversal of previous over
accrual) assignment of joint venture interest
(229, 902) 600,000 (229, 902) 600,000
Rehabilitation costs on Palm Springs minesite 225,766
Final settlement of the Company's share
of joint venture claims
Less the Company's share of a credit entitlement
due from the settlement of a contractual dispute
400,000 400,000
(Sec Note 7(iii)) (214, 570) (214, 570)
Less amounts accrued at 30 June 2001
Net impact on statement of financial performance
(131,000)
54,430
(131,000)
54,430
Legal costs incurred in various litigation
matters including the defence of the claims
made by Westgold Resources NL
564,854 539,207 564,854 539,207
Less reduction of costs from agreement with
former directors (see Note 22 (b)(iv))
(382, 393) (382, 393)
Net impact on statement of financial performance 182,461 539,207 182,461 539,207
Settlement of the claims made by Westgold
Resources NL
800,000 800,000
Write down of the carrying value of
Windimurra Royalty to recoverable amount
19,000,067 19,000,067
Exploration expenditure written off 417,848 414,595
13-JUN-03 17:14 FROM-ACPILMER PERTH (IAUSTRALIA LTD
-- ----------------- -- ------------------------------------- --

+61-8-93221744

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Consolidated The Company
2002 2001 2002 2001
s \$ s S
3.
LOSS FROM ORDINARY ACTIVITIES
BEFORE INCOME TAX EXPENSE (continued)
Loss from ordinary activities before income
(b)
tax expense has been arrived at after
charging/(crediting) the following items:
Net expense from movement in provision for:
Settlement of the claims made by Westgold
Resources NL
Rehabilitation of Palm Springs minesite
800,000
200,000
(97,005) 800,000
Employee entitlements
Diminution in value of shares
140,262
(179)
140.262
(179)
Non recovery of receivable from
controlled entity
45,539 490,530
1,000,000 43,078 845,539 630,613
Net (gain)/loss on disposal of non-current assets:
Property, plant and equipment
Write off of investment
3,832
1,324
(176, 827) 3,832
1,324
(3,660)
5,156 (176, 827) 5,156 (3,660)
REMUNERATION OF AUDITORS
4.
Remuneration received, or due and receivable by
the auditor of the parent entity and its affiliates for:
Audit
26,000 31,557 26,000 31,557
5.
LOSS PER SHARE
Basic loss per share \$1.35 \$0.03
2002
Number
2001
Number
Weighted average number of ordinary shares used in the
calculation of basic loss per share
15,854,765 158,546,424

There are no dilutive potential ordinary shares therefore diluted on per share has not been calculated or disclosed.
Details relating to the options are set out in Note 19

13-JUN-03 17:15 FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

T-132 P.20/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Consolidated The Company
2002 2001 2002 2001
Ŝ \$ s \$
TAXATION
6.
The prima facte tax benefit on the operating loss
calculated at 30% (2001: 34%) (6, 454, 198) (1,798,117) (6,398,974) (1, 524, 741)
Decrease/(increase) in income tax benefit due to:
Legal costs 138,009 121,830 138,009 117,754
Non-assessable profit on sale of joint venture interest (1, 266, 682)
Amortisation of Windimurra royalty 345,207 293,425 345,207 293,425
Settlement with Westgold Resources NL 240,000 240,000
Write down of Windimurra royalty 5,700,020 5,700,020
Non-assessable profit on sale of plant and equipment (58, 877)
Non-deductible stamp duty on sale of joint venture interest (68, 971) 204,000 (68, 971) 204,000
Other non-deductible expenditure 14,199 424
Provision for loan to controlled entities 13,662 166,780
Tax losses recovered 31,047
99,933 1,223,540 2,009,040
Income tax benefit not brought to account (99, 933) (1,223,540) (2,009,040)
Income tax expense attributable to operating profit
Future Income Tax Benefit
Further moome tax benefit comprises the estimated future
income tax benefit at current income tax rates on the
following items:
Income tax losses
Timing differences
17,933,209
66,000
17,788,486
368,767
17,675,734 17,772,244
368,767
17,999,209 18,157,253 17,675,734 18,141,011

Future income tax benefit at 30% (2001: 30%)

The future income tax benefit arising from tax losses and timing differences has not been recognised as an asset because recovery of tax losses is not virtually certain and recovery of timing differences is not assured beyond reasonable doubt.

5,399,763

5,447,176

5,302,720

5,442,303

The potential future income tax benefit will only be obtained if:

  • (a) the relevant company derives future assessable income of a nature and an amount sufficient to enable the benefit to be realized, or the benefit can be utilized by another company in the consolidated entity in accordance with Division 170 of the Income Tax Assessment Act 1997, and
  • (b) the relevant company and/or the consolidated entity continues to comply with the conditions for deductibility imposed by the law. The company is presently evaluating the extent to which tax benefits from tax losses incurred in the past can be carried forward to offset future income tax; and
  • (c) no changes in tax legislation adversely affect the relevant company and/or the consolidated entity in realizing the benetit

13-JUN-03 17:15 FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

T-132 P.21/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Consolidated The Company
2002 2001 2002 2001
\$ \$ \$ \$
RECEIVABLES
7.
Current
Other debtors 32,076
647,080
29,659
963.588
32,076
647.080
29,659
963.588
Proceeds account (ii)
Dispute Account (iii)
214,570 214,570
893,726 993,247 893,726 993,247
Non-Current
Loans to controlled entities (i) 24,209,060 24,163,521
Less provision for non-recovery (24, 209, 060) (24, 163, 521)
5,757
Other debtors $\blacksquare$ 5,757
5,757 5,757

$(i)$ Further details of loans to controlled entities are set out in Note 22(d).

(ii) The Proceeds account was established as a separate bank account on the sale of the Company's interest in the Windimurra Project in order to provide for the settlement of the Company's share of any outstanding claims or liabilities arising out of its joint venture responsibilities. (Note 30 (b) ii)).

(iii) The Company is entitled to receive a credit from the successful resolution of a dispute with a contractor which
arose following the construction of the Windimurra Project.

OTHER FINANCIAL ASSETS 8.

Non-Current

***
Shares in controlled entities – unlisted at cost
Listed shares in other corporations - at cost
Less: Provision for diminution in value
2,039
(715)
104 104
2,039
(715)
1,324 104 1,428
PROPERTY, PLANT & EQUIPMENT
9.
Plant & equipment at cost
Less. Accumulated depreciation
17,262
(9,682)
96,856
(88, 555)
17,262
(9,682)
96,856
(88,555)
7,580 8,301 7,580 8,301
Reconciliations
Reconciliations of the carrying amounts for each class
of property, plant and equipment are set out below:
Plant and equipment
Carrying amount at beginning of year
Additions
Depreciation
Disposals
8,301
4,819
(1,707)
(3, 833)
46,014,215
4.328
(1, 277, 502)
(44, 732, 740)
8,301
4,819
(1,707)
(3,833)
8,405
4,328
(4, 432)
7,580 8,301 7,580 8,301
13-JUN-03 17:15 FROM-ACPILMER PERTH (IAUSTRALIA LTD +61-8-93221744 $T-132$
P.22/36
F-480
PRECIOUS METALS AUSTRLIA LIMITED
AND ITS CONTROLLED ENTITY
2002 Consolidated
2001
\$
The Company
2002
s
2001
S
10. DEVELOPMENT EXPENDITURE EXPLORATION, EVALUATION AND
Expenditure by the year Exploration and Evaluation phase Costs carried forward in respect of areas of interest in the- 405.810
23.652
405,810 405,810
8.785
405.810
Less: Exploration expenditure written off 429,462
429,462
405.810 414,595
414.595
405.810
Total 405.810 405.810

The ultimate recoupment costs carried forward for exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas of interest

11. WINDIMURRA ROYALTY

Non-Current
Windimurra royalty balance at the
beginning of the year
Amortisation in the year 30 June 2002
22,150,755
(1,150,688)
23,013,771
(863,016)
22,150,755
(1,150,688)
23,013,771
(863, 016)
21,000,067 22,150,755 21.000.067 22,150,755
Written off at 30 June 2002 to recoverable amount 19,000,067 19,000,067
Windimurra royalty at the end of the year-recoverable
amount
2,000,000 22,150,755 2,000,000 22.150.755

The carrying value of the Windimurra Royalty as a non-current asset has been reassessed by the directors at its recoverable amount of \$2,000,000 after taking into account:

  • The continued depressed price of Vanadium throughout the year, the failure of the project to generate and pay $\bf i$ above the minimum royalty to the Company, and that on 21 February 2002 the 100% owner and operator of the Windimurra Vanadium Mine, Xstrata AG advised that for the purposes of its results for the year ended 31 December 2001, it has identified an impairment in the value of the Windimurra Vanadium Project.
  • The announcement in February 2003 by Xstrata plc (the parent company of its wholly owned subsidiary Xstrata ii) Windimurra Pry Ltd, the owner and operator of the Windimurra project) that a decision had been taken to stop production and suspend operations at the Windimurra plant as soon as possible and to assess options, which include permanent closure.
  • The suspension of operations has not affected the Company's entitlement to continue to receive the minimum $\mathbf{u}$ .) royalty at the rate of \$500,000 per annum. The Royalty Agreement with Xstrata Windimurra Pty Ltd allows for the payment of a minimum royalty of \$500,000 per annum paid in quarterly instalments which will cease if all mining operations at the Windimurra minesite are terminated with all rehabilitation obligations in respect of the tenements having been satisfied in full. Accordingly, the recoverability of \$2,000,000 is dependent on the continued payment of the minimum royalty until at least 30 June 2006. There is some prospect, but no certainty, that the project may be permanently closed which would then ultimately lead to the cessation of the minimum royalty entitlement thereby reducing the value of this asset to NIL.

Should operations be resumed there would likely be cause to reconsider the recoverable amount of the asset resulting in a potential increase to its value.

13-JUN-03 17:16 FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Consolidated The Company
2002
S
2001
\$
2002
s
2001
\$
12. PAYABLES
Current
Trade creditors 688,906 1,154,523 688,906 1,150,217
Loans (Note $22(b)(iv)$ )
Other creditors (Notes 30(b)(i))
400,000
214,570
400,000
214,570
1,303,476 1,154,523 1,303,476 1,150,217
Non Current
Other creditors (Notes 30(b)(i)) 185,430 185,430
13. INTEREST BEARING LIABILITIES
Non-Current
Other loans (Note 22(b)(i))
504,438 504,438
14. PROVISIONS
Current
Settlement of the claims made by
Westgold Resources NL (Note 30(a)) 800,000 800,000
Provision for rehabilitation of minesite 220,000 20,000
Employee entitlements ÷ 1,095 1,095
1,020,000 21,095 800,000 1,095
Non-Current
Directors' entitlements 206,627 206,627
15. DEFERRED INCOME
Deferred income 102,125 125,000 102,125 125,000
102,125 125,000 102,125 125,000

The minimum Windimurra Royalty payment is \$125,000 a quarter.

On 29 June 2002 the Company received payment of \$102,125 on account of the royalty payment due on 1 July 2002 and the balance of \$22,875 was received during July 2002.

13-JUN-03 17:16 FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

T-132 P.24/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

The Company The Company
2002
Number
2002
\$
2001
Number
2001
5
CONTRIBUTED EQUITY
16.
Issued and paid-up share capital
Ordinary shares, fully paid
15,854,855 48,369,635 158,547,651 48,369,635
Balance at the beginning of the financial year 158,547,651 48,369,635 158,540,935 48.368.022
Movements in ordinary share capital
Shares issued $\left( a\right)$ 6,716 1.344
Share Reconstruction (b) (142,692,796)
Transfer from option premium reserve (c) ٠ 269
Balance at the end of financial year 15.854.855 48.369,635 158,547,651 48,369,635

(a) On 1 September 2000, 5,625 shares were issued at 20 cents (option conversion)

On 30 September 2000, 1,091 shares were issued at 20 cents (option conversion)

(b) In July 2001 the Company obtained shareholders' approval for a share reconstruction and effected a consolidation to one ordinary fully paid share for ten ordinary fully paid shares.

(c) On 1 September 2000, 5,625 options were exercised with an option premium of \$225. On 30 September 2000, 1,091 options were exercised with an option premium of \$44.

Consolidated The Company
2002 2001 2002 2001
S S S
OPTION PREMIUM RESERVE
17.
Balance at the beginning of the financial year 3,965,772 3,965,772
Proceeds from option premium 4.320.665 4,320,665
Expenses of option placement (354, 624) (354.624)
Transfer to contributed equity (269) (269)
Balance at the end of the financial year 3,965,772 3,965,772 3,965,772 3,965,772
ACCUMULATED LOSSES
18.
Accumulated losses at beginning of year (30, 236, 195) (24, 947, 616) (30,212,227) (25, 727, 746)
Net loss attributable to members of the parent entity (21, 525, 608) (5.288, 579) (21, 329, 914) (4,484,531)
Accumulated losses at the end of the year (51,761,803) (30, 236, 195) (51, 542, 141) (30,212,277)

19. OPTIONS

Options to acquire ordinary shares in the capital of the Company have been granted as follows:

Listed 1 December 2005 Options

12,896,603 were outstanding as of the 30 June 2002. The options are also listed options are executable on or before 1 December 2005 at a price of \$2.00 per share.

There is no usual market price for these options.

13-JUN-03 17:16 FROM-ACPILMER PERTH (IAUSTRALIA LTD
PRECIOUS METALS AUSTRLIA LIMITED
+61-8-93221744 $T-132$
P.25/36
$F - 480$
AND ITS CONTROLLED ENTITY
2002 Consolidated
2001
The Company
2002
2001
S \$ \$ \$
20. DIRECTORS' AND EXECUTIVES' REMUNERATION
Directors' Remuneration
The number of directors of the Company whose total
income from the Company or related parties was
within the following bands are as follows.
$50 -$ \$9,999 3 3
$$10,000 -$ \$19,999
\$30,000 - \$39,999 2 $\overline{2}$
\$80,000 - \$89,999
\$180,000 - \$189,999
Income paid or payable, or otherwise
made available, to all directors, by
entities in the consolidated entity and
related parties in connection with the
management of affairs of the
Company or its controlled entities: 72,900 324.320 72.900 324,320

21. SEGMENT INFORMATION

The Company and the economic entity operate in one industry being mining and mineral exploration and in the one geographical segment, Australia.

22. RELATED PARTY DISCLOSURE

(a) Directors

The names of persons who were directors of the Company at any time during the financial year were Mr R H J Smith, (resigned 28 May 2002) Mr A K McKee (resigned 4 June 2002), The Earl of Warwick, Mr J Wall and Mr A C Pilmer.

Details of directors' remuneration are set out in the Directors' Report.

Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the consolidated entity since the end of the previous financial year and there were no material contracts involving directors' interests subsisting at year end.

(b) Transactions with Directors and Director-Related Entities

  • On 31 March 2000, shareholder enuties controlled by Mr R H J Smith (Pacific Quest Investments Pty Ltd) and i. Mr A K McKee (Adapt Pty Ltd) toaned \$200,000 each to the Company. The toans were unsecured and an interest rate of 12.5% applied to the outstanding amount. An establishment fee of \$16,000 and interest of \$36,219 have accrued on each of these loans during the year ended 30 June 2001.
  • Interest of \$27,428 has accrued on each of these loans during the year ended 30 June 2002. Interest was also ū. accrued on the personal ioan accounts of Mr R H J Smith for \$6,403 and Mr A K McKee for \$10,071 during the year ended 30 June 2002 at an interest rate of 12.5% per annum.
  • iii. Employee entitlements of \$80.311 were owed to Mr R H J Smith and credited to his loan account. Employee entitlements of \$126,316 were owed to Mr A K McKee and credited to his loan account.
  • As a consequence of a subsequent agreement, the loan accounts of Mr A K McKee (and associated entity) İΥ. were reduced by \$316,003 and the loan accounts of Mr R H J Smith (and associated entity) were reduced by a total of \$66,361 by way of a recision of entitlements and in order to make a contribution to legal costs. These recisions left remaining loan account balances of \$300,000 to Smith (and associated entity) and of \$100,000 to McKee (and associated entity).

22. RELATED PARTY DISCLOSURE (continued)

(b) Transactions with Directors and Director-Related Entities (continued)

  • Premises owned by entities controlled by The Earl of Warwick (Tagora Pty Ltd) were occupied by the $\mathbf{v}$ . Company and rent and outgoings totalling \$21,523 were paid by the Company during the year ended 30 June 2002. No formal lease documentation has been drawn up in relation to this agreement. The Company has received independent confirmation that the rental arrangement is below market conditions for similar tenancies. The Company can terminate the arrangement without notice with no penalty or make good costs.
  • Accounting fees of \$2,500 were accrued at 30 June 2002 and owing to A C Pulmer & Co, an accounting firm $\mathbf{vi}$ associated to Mr A C Pilmer for services rendered during the month of June 2002 pursuant to an agreement to provide general accounting and administrative services to the Company at normal commercial rates.

(c) Transactions of Directors and Director-Related Entities Concerning Shares or Share Options

Aggregate numbers of shares and share options of the Company held directly or indirectly or beneficially by directors of the Company or their director-related entities at balance date:

2002 2001 POST
NUMBER NUMBER RECONSTRUCTION
Ordinary shares 4.941.938 34.100.417 3,410,042
Listed Options 585.950 7 720 246 772.025
Director Options NIL 3.000.000 300.000

The number of Director Options to be granted and the terms and conditions under which they were granted were approved by special resolution at a general meeting of the Company held on 6 August 1998. The Directors Options expire on 31 March 2003. The terms and conditions of Listed Options are described in note 19.

(d) Wholly-Owned Group

Details of ownership interests in wholly owned controlled entities are set out in Note 26

The aggregate amount receivable from wholly owned entities by the Company at balance date.

The Company
2002 2001
S
Non-Current
Loans to subsidiary companies 24,209,060 24, 163, 521
Less provision for non-recovery (24, 209, 060) (24, 163, 521)

Loans

Loans between group entities are unsecured and repayable at call. However, there is no present potential to recall such funds.

13-JUN-03 17:17 FROM-ACPILMER PERTH (IAUSTRALIA LTD

+61-8-93221744

T-132 P.27/36 F-480

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Consolidated The Company
2002 2001 2002 2001
Ş
22. RELATED PARTY DISCLOSURE (continued)
(e) Transactions with Other Related Parties
Aggregate amounts included in the determination
of operating loss before income tax that resulted
from transactions with Windimurra Joint Venture. $\blacksquare$ 126.126 126,126
Management and administration fees
Salary reimbursement
۰ 18.755 18.755
Interest Received 9.942 9942

23. NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Reconciliation of Cash

For the purpose of the Statements of Cash Flows, cash includes on hand and at bank and short term deposits at call
net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the Statements of Cas is reconciled to the related items in the balance sheets as follows:

Cash at bank 283,329 545,701 282,837 545,209
(b) Reconciliation of operating loss after income tax
to net cash used in operating activities
Operating loss after income tax
(21, 525, 608) (5, 288, 579) (21, 329, 914) (4,484,531)
Non-cash items:
Amortisation of interest in Windimurra project
Amortisation of exploration, evaluation
1,150,689 863,016 1,150,689 863.016
and development 43,769 32,034
Amortisation - other 14,772 1,287,842
Depreciation 1,707 1,277,502 1,707 4,432
Loss on disposal of assets 3,832 (176, 827) 3,832 (3,660)
Write off of Windimurra Royalty 19,000,067 19,000,067
Finance lease expenditure 2,229,000
Write-off of investment 1,324 1,324
Profit on sale of joint venture interest (3,725,536)
Provision for loans to controlled entities 45,539 490,530
Exploration expenditure written off 429,462 414,595
Change in assets and liabilities during the year:
Increase/(Decrease) in provisions 592,278 140,262 592,278 140,262
(Decrease)/Increase in payables 334,383 (2,161,368) 338,689 (1,001,247)
Increase/(Decrease) in interest bearing liabilities (504, 438) (504, 438)
Increase/(Decrease) in deferred income (22, 875) 125,000 (22, 875) 125,000
Increase/(Decrease) in provision for rehabilitation 200,000 (228,000)
Net movement in joint venture assets and liabilities (2, 244, 620) (2, 244, 620)
Decrease/(Increase) in trade debtors 99,521 583,002 99,521 583,002
(Decrease) in provision for dimination in investment (179) (179)
Decrease/(Increase) in other receivables 5,757 38,371 5,757 38.371
Net cash used in operating activities (233,901) (7,013,879) (203, 229) (5,666,275)
13-JUN-03 17:17 FROM-ACPILMER PERTH (IAUSTRALIA LTD +61-8-93221744 $T-132$ P.28/36 F-480
PRECIOUS METALS AUSTRLIA LIMITED
AND ITS CONTROLLED ENTITY
Consolidated The Company
2002
s
200 L
\$
2002
\$
2001
\$
23. NOTES TO THE STATEMENTS OF CASH FLOWS (continued)
$\left( c \right)$ Financing Arrangements
The consolidated entity has access to the following lines of credit:
Total facilities available:
Guarantee and indemnity facility
258,000 263,000 258,000 263,000
Facilities utilised at balance date:
Facilities not utilised at balance date

Guarantee and indemnity facility

Guarantee and indemnity facility

The facilities are subject to annual review. The fee rates are 1.25% per annum. See Note 25 (a) for details.

24. COMMITMENTS

(a) Mining Tenement Expenditure Commitments

In order to maintain current rights of tenure to tenements, the Company and the consolidated entity are required to pay lease rentals and to meet the minimum statutory expenditure requirements of the Western Australian Department of Industry & Resources. Salary College

258.000

263,000

258,000

263,000

Consolidated The Company
2002 2001 2002 2001
T ş,
The obligation to meet expenditure commitments
ceases if the tenement is surrendered or expires.
These obligations are not provided for in the
financial report and are payable:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
(i)
$\left( i\right)$
$\left($ i $\right)$
159.800
639,200
608,791
159,200
616,800
768,591
68.500
274.000
279.630
68,500
274,000
348.130
1.407.791 1.544.591 622.130 690,630

(i) If the consolidated entity decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the statement of financial position may require review to determine the appropriateness of carrying values The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.

25. CONTINGENT LIABILITIES

(a) Guarantees

The consolidated entity has in place a guarantee and indemnity facility of \$238,000 that relates to the Palm Springs tenements. The primary purpose of this facility is to satisfy environmental bonds in respect of mining renements, as required by the Department of Mines. At 30 June 2002 no amount had been drawn against this facility. No security is held over this facility. At 30 June 2003 the consolidated entity has recorded a provision of \$220,000. Subsequent to year-end the Company has completed, subject to a further review by the Department of Resources and Industry, its obligations to clean up and restore the minesite at Palm Springs in the Kimberley district of Western Australia. This was done at a cost of \$173,000.

+61-8-93221744

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

(b) Native Title

The Company holds mining tenements in Western Australia. In 1992, the decision of the High Court of Australia (Mabo Case), recognised the existence, in certain circumstances, of communal native title in Australia. The Company has received notification that some of its mining tenements may be the subject of Native Title claims. At the date of this report, the Company is unable to determine what effect (if any) Native Title claims will have on the operations of the Company.

The Company
2002 2001
æ

26. CONTROLLED ENTITIES

(a) Particulars in relation to controlled entities

Name of Entity
Midwest Coal Pty Ltd 100 100
Victory Street Pty Ltd 2
Kimberley Gold Pty ltd
104 104

The controlled entities are incorporated in Australia and the Company holds 100% of the ordinary issued capital.

(b) Disposal of controlled entities

During the 2001 financial year the consolidated Entity disposed of all the ordinary shares of Windimurra Ltd. Details of the disposal is as follows:

2002 2001
Consideration (cash) 2
Net assets of entities disposed of 2
Profit on disposal $\mathbf{r}$
ο, %
Interest held after disposal

The entity was disposed of on 11 December 2000 and the operating results to that date have been included in consolidated operating profit.

27. FINANCIAL INSTRUMENTS

(a) Interest Rate Risk Exposure

The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below:

Note Weighted
Average
Interest
Rate
Floating
Interest
Rate
\$
Non-
Interest
Bearing
\$
Total
\$
2002
Financial assets
Cash 3.42% 283,329 283,329
647,080
Receivables 7
7
4.30% 647.080 246,646 246,646
Other receivables
Windimurra royalty
11 2,000,000 2,000,000
930,409 2,246,646 3,177,055
Financial liabilities 1,488,906 1,488,906
Payables 12,13
Provision for Westgold
Resources NL settlement
14 800,000 800,000
2,288,906 2,288,906
Net financial assets/(liabilities) 930,409 (42, 260) 888,149
Weighted
Average
Interest
Floating
Interest
Rate
Fixed Interest
Maturing
in 1-5 Years
Non-
Interest
Bearing
Total
Note Rate s s s. \$.
2001
Financial assets
Cash 3.54% 545.701 35,416 545 701
999,004
Receivables
Other financial assets
7
8
450% 963,588 1,324 1,324
Windimurra royalty 11 22,150,755 22,150,755
1,509,289 $\equiv$ 22,187,495 23,696,784
Financial liabilities
Payables 12 1,154,523 1.154.523
Interest bearing liability 13 12.50% 504,438 504,438
Employee and director
entitlements 14 207,722 207,722
504,438 1,362,245 1,866,683
Net financial assets/(liabilities) 1,509,289 (504, 438) 20,825,250 21,830,101

(b) Net Fair Value of Financial Assets and Liabilities

(i) Recognised financial instruments

The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the consolidated entity approximates their carrying value.

The net fair value of other monetary financial assets and financial liabilities is based upon market prices where a market exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles

Equity investments traded on organized markets have been valued by reference to market prices prevailing at balance date (refer also to Note 8). For non-traded equity investments, the net fair value is an assessment by the directors based on the underlying net assets, future maintainable earnings and any special circumstances pertaining to a particular investment.

(ii) Unrecognised financial instruments

The Company and certain related parties have potential financial liabilities that may arise from certain contingencies disclosed in Note 25.

(iii) Net Fair Values

The carrying amounts of financial assets and liabilities at balance date are approximate their net fair value.

(c) Credit Risk Exposures

Credit risk represents the loss that would be recognised if counter-parties failed to perform as contracted.

The credit risk on financial assers, excluding investments, of the consolidated entity, which have been recognised in the statement of financial position, is the carrying amount, net of any doubtful debts.

Consolidated The Company
2002 2001 2002 2001
\$
1,095
$\blacksquare$ 206,627
207,722 207,722
1,095
206,627
۰

Number of employees

Number of employees at year end.
---------------------------------- -- -- --

29. ECONOMIC DEPENDENCY

Royalty payments to the Company will be calculated on Project returns without deduction of interest, tax, depreciation of amortisation and includes a minimum royalty of \$500,000 per annum to be paid on a calendar year basis.

Future production royalties in excess of the minimum royalty is catculated and paid on a calendar year basis.

30. EVENTS OCCURRING AFTER BALANCE DATE

Westgold Litigation $(a)$

In July 2002 the Company reached agreements with Westgold Resources NL and two former directors, Mr R H J Smith and Mr. A K McKee, as well as the continuing Chairman, the Earl of Warwick, which in effect settled the action brought by Westgold Resources NL against the Company and the two former directors, Mr R H J Smith and Mr. A K McKee, in December 2000 which alleged that the defendants engaged in misleading or deceptive conduct with respect to the issue of shares to Westgold Resources NL in April 2000. The claim was for damages in the sum of \$3,090,770 and interest and costs.

This settlement with Westgold Resources NL was for a total amount of \$2,150,000 with the Company accepting liability for \$800,000 of this amount in respect of its share of the total settlement as announced to the Australian Stock Exchange on 18 July 2002.

In addition, the two former directors agreed to make a contribution of \$382,393 to the legal costs of the Company, incurred in the defence of the Westgold Resources NL claims. This contribution was deducted from the loan accounts associated with the two former directors. (Note $22(b)(iv)$ )

+61-8-93221744

PRECIOUS METALS AUSTRLIA LIMITED AND ITS CONTROLLED ENTITY

Westgold Settlement

The Company accepted a liability to Westgold of \$800,000. This amount was guaranteed by Mr R H J Smith. The Company failed to pay Westgold. Mr R H J Smith's guarantee was called upon. Mr R H J Smith subsequently issued demands on the Company to repay this amount, together with indemnified interest and other costs, and then in March 2003 he proceeded to make an application to the Supreme Court of Western Australia to wind up the Company and appoint an official liquidator.

Smith Settlement

In May 2003 the Company reached an agreement with the former director Mr R H J Smith whereby he withdrew his application to wind up the company and to appoint an official liquidator and the Company acknowledged:

  • his entitlement to costs and interest totalling \$117,000. $\ddot{\mathbf{i}}$
  • that the share placements referred to in the Westgold Resources NL Settlement agreements would ii) proceed at a price of 7 cents per share.
  • that the balance of monies owing to him of \$450,000 would be settled by the issue of 4,285,715 fully paid $\overline{\mathbf{u}}$ shares of 7 cents each to satisfy \$300,000 and the payment of \$150,000 following the completion of the share placements.
  • that these transactions are to be completed prior to 31 July 2003. $iv)$

Contractors Disputes $(b)$

The Company has settled all outstanding contractors disputes that related back to the Windimurra Joint Venture and these include:

  • In March 2003 a claim against the Joint Venture totalling \$6,850,000 was settled for \$1,000,000 with the i) Company's share of \$400,000 being met by the utilisation of existing dispute credits of \$214,570 and deferred payments of \$185,430 to be paid from future royalty income without interest or costs.
  • An obligation to pay the stamp duty on a transfer of a 9% interest in the Windimurra Joint Venture to a iı) subsidiary of Xstrata plc was assessed in December 2002 by the State Revenue Office at \$370,098. This assessment releases \$229,902 plus interest previously held in the proceeds account. (Note 7 (ii)).

Sale of Barrambie $(c)$

In April 2003 the Company completed negotiations to sell the mining tenement known as Barrambie previously written down to \$NIL for \$200,000 to Reed Resources NL by the payment of \$50,000 and the issue by Reed Resources NL of 750,000 fully paid shares of 20c.

Windimurra Royalty Asset $(d)$

In February 2003 Xstrata plc, the parent company of Xstrata Windimurra Pty Ltd, announced in its Annual Report for the year ended 31 December 2002 that its subsidiary would cease production and operations would be suspended whilst they assessed options which would include permanent closure.

Since the announcement by Xstrata plc and the effective suspension of production of Vanadium Pentoxide at Windimurra which previously supplied approximately 11% of the known world production of this product it is noted that the spot price has firmed approx \$1.40 per lb to \$2.80 per lb.

$(e)$ Legal Costs

In April 2003 the Company reached agreement with the Company's former solicitors to reduce the accrued legal costs included in payables as at 30 June 2002 relating to the Westgold Litigation by \$108,000.

Adjustments have been made for the 30 June 2002 financial statements to reflect the \$800,000 liability to Westgold, and \$382,393 contribution by Directors noted in part (a), and the contractor disputes in part (b)(ii), and the write-down in the Windimurra Royalty, as these events provide additional information for events existing at 30 June 2002. The other events noted above have not been adjusted in the 30 June 2002 year.

DIRECTORS' DECLARATION

  • In the opinion of the directors of Precious Metals Australia Limited ("the Company"): $\mathbf{I}$
  • (a) the financial statements and notes, set put on pages 9 to 31 are in accordance with the Corporations Act 2001, including
    • giving a true and fair view of the financial position of the Company and consolidated entity as at $(i)$ 30 June 2002 and of their performance, as represented by the results of their operations and their cash flows, for the year ended on that date; and
    • (ii) complying with the Accounting Standards and the Corporations Regulations 2001; and
  • (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Withour qualification to the above, attention is drawn to the matters described in Note $1(b)$ on page 12.

Signed in accordance with a resolution of directors:

A C PILMER Director

Dated at Perth this 13th day of June 2003.

Independent audit report to the members of Precious Metals Australia Limited

Scope

We have audited the financial report of Precious Metals Australia Limited for the financial year ended 30 June 2002, consisting of the statements of financial performance, statements of financial position, statements of cash flows, accompanying notes 1 to 30, and the directors' declaration. The financial report includes the consolidated financial statements of the consolidated entity, comprising the Company and the entities it controlled at the end of the year or from time to time during the financial year. The Company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the Company.

Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements in Australia and statutory requirements so as to present a view which as consistent with our understanding of the Company's and the consolidated entity's financial position, and performance as represented by the results of their operations and their cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit opinion

In our opinion, the financial report of Precious Metals Australia Limited is in accordance with:

  • the Corporations Act 2001, including a)
    1. giving a true and fair view of the Company's and the consolidated entity's financial position as at 30 June 2002 and of their performance for the financial year ended on that date; and
  • ii. complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
  • other mandatory professional reporting requirements in Australia b)

Inherent uncertainty regarding continuation as a going concern

Withour qualification to the statement expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(b), to the financial statements, there is significant uncertainty whether the Company and consolidated entity will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Inherent uncertainty regarding Windimurra Royalty

Without qualification to the opinion expressed above, attention is drawn to the following matter. As described in Note 11, the company has recorded the Windimurra royalty at its recoverable amount of \$2,000,000. As a result of the matters described at Note 11 to the financial statements there is significant uncertainty whether the Company will realise the amount recognised as the Windimurra Royalty recoverable amount

Parmer

Perth 13 June 2003

$\mathsf{RPMG}_i$ an Agabalgin partnership, is a mamber
of $\mathsf{RPMG}$ memphemic, a System non-operating

ADDITIONAL INFORMATION AS AT 12 JUNE 2003

SHAREHOLDING $\mathbf{I}$

(a) Substantial Shareholder

Name Held directly Held indirectly Total %.
Earl of Warwick nıl 1.980.633 1.198.633 12.6
Rođerick Smith 512,001 1,453,412 1.965.413 12.4

(b) Voting Rights

Each member is entitled to one vote on a show of hands and one vote for each share held on a poll.

(c) Distribution of Shareholders

--------------------------------------- Number of Holders
Size of Holding Shares $\gamma_{\rm o}$
$1 - 1,000$ 568 1.95
1.001
$-5.000$
639 10.52
$5,001 - 10,000$ 159 6.17
$10,001 - 100,000$ 159 26.45
$100,001 -$ 326 54.40

(e) Marketable Parcel

There are 1,296 shareholders who hold less than a marketable parcel given a share value of 6 cents a share.

(f) Top 20 Shareholders

t air wa airde kuninketa Number of
Shares
% of Issued
Capital
Tagora Pty Ltd 1,980,633 12.492
Mr Roderick James Hollas Smith 1,965,413 12.394
Mr Andrew Kregor McKee 995,892 4.828
Retford Resources NL 914,638 5.768
Vagg Investment Management Services Pty Ltd 443.924 2.799
HSBC Custody Nominees (Australia) Limited 400,500 2.526
ANZ Nominees Limited 309,934 1.954
National Nominees Limited 293,020 $18-18$
Bow Lane Nominees Pry Ltd 277,000 1.747
Westgold Resources NL 200,000 1.261
Mr Christopher John Wilson 168,980 1.065
R & B Investments Pty Limited 161,210 1.016
Miss Yu Chuan Chen 155,000 0.977
Mrs Liliana Teofilova 147,536 0.930
Mr Arthur Carbo 125,128 0 789
Mr $R \to \& Mrs \, R \to MacMillan$ 104,650 0.660
Mr Alexander Reid 101,780 0.641
Mr H J & Mrs $L$ M Wheatley 100,000 0.630
Morgeo Nominees Pty Limited 100,000 0.630
Yuwin Pty Ltd 100,000 0.630
9.045.238 57.050

(g) Top 20 Option Holders

Number of
Options
% of Issued
Capital
Dr Glen Whisson 1,250,007 97
Mr Bin Mohammad Abas 1,040,000 81
Reef Securities Limited 770,000 6.0
Mr Andrew McKee 585,960 45
Retford Resources NL 501,667 39
Mr David Buchold 489,798 3.8
Mr Helmut Rocker 481.250 3.7
Mrs Bin Mohammad Abas 391,750 3.0
Mr Edward Protasewicz 330,336 26
Mr Robert Edwards 330,000 26
HSBC Custody Nominees 262,188 20
Tradco Pty Ltd 251,250 19
Mr Ianaki Semerdziev 250,001 19
Mr James Wall 250,000 ļ9
Mr Donald Crombie 230,000 18
Mr Francis Higgins 190,344 15
Mrs Paola Bardwell 185,000 1.4
Mr Hugh Brady 170,000 13
Vagg Investments 150,487 12
Mrs Glenn Whisson 135,649 1.0
Yuwin Pty Ltd 100,000 0.6
8.245.687 63.9

(h) On Market Buy-Back

There is no current On Market Buy-Back