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TIVAN LIMITED — Annual Report 2007
Sep 27, 2007
65967_rns_2007-09-27_17cb332b-788b-464d-9a69-03049e21de87.pdf
Annual Report
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TNGLIMITED
ABN 12 000 817 023
ANNUAL FINANCIAL REPORT 2007
DIRECTORS
John W Barr (Chairman) Neil G Biddle (Managing Director) Michael P Bowen (Non-Executive Director) Edward J Fry (Non-Executive Director) Terence N Smith (Non-Executive Director)
COMPANY SECRETARY
Damian P Delaney
REGISTERED OFFICE
Level 1, 282 Rokeby Road Subiaco Western Australia 6008
PO Box 1126 Subiaco Western Australia 6904
(08) 9327 0900 Telephone: Facsimile: (08) 9327 0901 Website: www.tngltd.com.au
SHARE REGISTRY
Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace Perth Western Australia 6000
(08) 9323 2000 Telephone: $(08)$ 9323 2033 Facsimile:
AUDITORS
KPMG
HOME STOCK EXCHANGE
Australian Securities Exchange (ASX) Code: TNG
INTERNATIONAL STOCK EXCHANGE
Frankfurt Stock Exchange Code: HJI
| Review of Operations | 2 |
|---|---|
| Corporate Governance Statement | 14 |
| Directors' Report | 17 |
| Auditor's Independence Declaration | 29 |
| Income Statements | 30 |
| Balance Sheets | 31 |
| Statements of Cash Flows | 32 |
| Statements of Changes in Equity | 33 |
| Notes to the Financial Statements | 35 |
| Directors' Declaration | 72 |
| Independent Audit Report | 73 |
| ASX Additional Information | 75 |
OVERVIEW
After laving the foundations for its growth strategy last year, the Company achieved a number of important milestones during the 2007 financial year. To reflect its broader focus as a base metals company, the Company changed its name during the year from Tennant Creek Gold Limited to TNG Limited (TNG).
The Company's initial objective was to position itself to commence a major exploration program at the Manbarrum Zinc-Lead-Silver Project in the Northern Territory, and then to add value to the project by initiating resource drilling programs at the Sandy Creek deposit and testing other prospects in the broader project area.
Key highlights for the year included:
- the commencement of a Phase 1 resource drilling program at Manbarrum in August 2006, resulting in the definition of an initial JORC compliant resource estimate of 10.5 million tonnes @ 3.3% combined Zn-Pb at Sandy Creek;
- the re-commencement of exploration at Manbarrum in May 2007 with a budget of more than $\bullet$ \$8 million to further refine and extend the Sandy Creek resource and test other targets;
- the appointment of experienced geologist and geochemist, Paul Burton, as Exploration Manager to lead the resource drilling programs at Manbarrum and manage TNG's extensive exploration portfolio;
- the appointment of CSA Australia Limited, the Australian arm of global geological and management consultants CSA, as Manbarrum Project Manager. CSA's key staff members, led by Dr Simon Dorling, have excelled during a demanding period;
- exploration expenditure for the 2006/07 financial year of more than \$3.7m. Expenditure spent to the date of this report was \$3.2m with a further \$1.4m to be spent by November 2007;
- the raising of more than \$12.8M from placements and the exercise of options to fund the Company's aggressive exploration programs;
- the distribution of the Company's investments in Thor Mining PLC, Batavia Mining Limited and Western Desert Resources Ltd to TNG shareholders.
- the recent in principle Board approval to proceed with a further restructuring of the Company's non-core assets, including the potential sale of other tenements and the transfer of its nickel assets to a separate, listed nickel-focused Company. This should result in further distributions to shareholders.
The Company remains well placed to focus on the exploration and development of the Manbarrum Project.
This strategic focus is supported by the positive outlook for commodity markets, underpinned by continuing strong levels of demand for both zinc and lead from evolving economies such as China and India.
Most importantly, the year's achievements would not have been possible without the efforts of a highly dedicated consulting and staff group, and the Board thanks everyone involved with the Company for their efforts.
The Board endeavours to be accessible to all shareholders and stakeholders and encourages interested parties to contact the Company directly or via our website at: www.tngltd.com.au
PROJECTS
TNG's main focus is on the Manbarrum Project in the Northern Territory (NT) of Australia, while at the same time maintaining its interest in a number of other prospective tenements in both the NT and Western Australia and managing its Joint Venture interests.

Fig. 1: Tenement Map
MANBARRUM PROJECT: ZINC-LEAD-SILVER.
129'00 129130 $128'30'$ Joseph Bonaparte Gulf $\frac{1}{N}$ MANBARRUM
PROJECT cre SANDY CREEK Zn-Pb-Ag
PROSPECT $15 - 30$ É $20km$ 150km to Argyle Diamond mine
The Manbarrum Project is the Company's flagship exploration project.
Fig. 2: Manbarrum Project Location
Manbarrum is located 82 kilometres north-east of the township of Kununurra in the Northern Territory. The granted Manbarrum tenements comprise three Exploration Licences and an Authority to Prospect (under Section 178) covering a combined area of approximately 550 square kilometres.
The tenements cover a 50 kilometre strike length of the Bonaparte Shelf margin, where widespread Mississippi Valley Type (MVT) Zinc-Lead-Silver mineralisation occurs.
TNG has applied for a further two Exploration Licences on the Western Australia side, which will give TNG comprehensive tenement coverage of the most prospective margins of the Bonaparte Shelf Margin.
The Sandy Creek deposit, located in the south west corner of the Manbarrum Project, has been the core focus of TNG's exploration programs to date. Following completion of the initial drilling program carried out in 2006, a preliminary resource estimate of 10.5 million tonnes @ 3.3% combined Zn/Pb grade was defined for Sandy Creek.
The Company has identified a number of additional geophysical and geochemical targets within its broader tenement area which represent priority exploration targets for further MVT-style mineralisation along strike from Sandy Creek.
GEOLOGY and MINERALISATION
The Manbarrum Project is located on the eastern margin of the Bonaparte Gulf Basin, where Devonian-Carboniferous marine sediments unconformably overlie faulted Proterozoic basement. Three Palaeozoic units are recognised in the area: Devonian Cockatoo Group, Lower Carboniferous Burt Range Formation and Milligans formation.
Milligans Formation black shales and siltstones locally cap the dolomitised Burt Range Formation carbonates and, in conjunction with north-south trending syn-depositional growth faults, provide a prospective setting for MVT base metal sulphide deposits.
EXPLORATION MODEL
TNG's exploration team has confirmed the potential for the Manbarrum Project to host multiple pods of MVT base metal mineralisation of similar scale or larger than the Sandy Creek deposit.
The Sandy Creek deposit is interpreted to be a strata-bound carbonate matrix replacement-type zinclead deposit, with similarities to several global MVT deposits (for example, the SE Missouri MVT district and the Tri State district, both in the USA). MVT-style mineralisation generally occurs in clusters with numerous mineralised bodies normally present.
2006 EXPLORATION PROGRAM
The Phase 1 reverse circulation (RC) drilling program was completed in mid-November 2006 with a total of 9,605 metres drilled in 63 holes. Excellent results were returned from the drilling, with the majority of holes intersecting significant zinc mineralization within the Sandy Creek zone, the initial focus of resource drilling. This successful first phase provided the company with sufficient information to undertake a preliminary resource estimate, which was released in early 2007. The initial JORC compliant resource estimate was 10.5 million tonnes at 3% Zn, 0.74% Pb and 5.5g/t Ag (3.3% Zn $Eq$ ).

| Resource Estimation | Category | Tonnes Mt |
Zn% | Pb% | Ag $g/t$ | $Zn + Pb\%$ |
|---|---|---|---|---|---|---|
| Pipes | Indicated | 3.3 | 3.5 | 0.9 | 6.4 | 4.4 |
| Inferred | 2.1 | 4.6 | 0.3 | 4.1 | 4.9 | |
| Total | 5.4 | 3.9 | 0.7 | 5.5 | 4.6 | |
| Stratabound | Indicated | 4.0 | 1.9 | 0.9 | 5.7 | 2.8 |
| Inferred | 1.3 | 2.0 | 1.3 | 6.4 | 3.3 | |
| Total | 5.3 | 1.9 | 1.0 | 5.9 | 2.9 | |
| Grand Total | 10.7 | 3.0 | 0.8 | 5.7 | 3.8 |
Table 1: Sandy Creek Resource Estimation, February 2007
2007 EXPLORATION PROGRAM

Fig. 3: 2007 Exploration Prospects
The broader objective of the 2007 exploration program is to confirm potential of the Manbarrum Project to host multiple deposits and to establish a strategically significant inventory of zinc-leadsilver resources. Drilling programs were initially focussed at the Sandy Creek resource, with further exploration taking place over 34km of the tenement area.
The Phase 2 exploration program commenced in late May 2007, at the conclusion of the northern wet season, and was ongoing at the time of preparing this report.
The program is focused on confirming extensions to the current mineralisation at the Sandy Creek deposit and establishing the extent and grade of the expanded resource zone to underpin a revised JORC compliant resource estimate. Additional exploration of other key targets is also being undertaken.
The results received to date indicate that the mineralisation is more extensive and complex than first thought, with a significant quantity of assay results still pending - reflecting slow turnaround times in the assay laboratories.
Once all the results are received, an updated resource estimate will be completed and the current geological model for the Sandy Creek deposit refined.
Exploration has also commenced at two other prospects within the project area, with RC drilling commencing at the North East IP Anomaly (NEIP) in July 2007 and the Djibitgun prospect in September 2007. These targets will continue to be refined during the 2007/08 period.
| $_{\rm RC}$ | D | ||||
|---|---|---|---|---|---|
| Prospect | holes | metres | holes | metres | |
| Sandy Creek 2006 | 63 | 9,605 | |||
| Sandy Creek 2007 | 52 | 10,536 | 37 | 7,914 | |
| NEIP | 26 | 3,758 | |||
| DJIBITGUN IN PROGRESS |
|||||
| 141 | 23,899 | 37 | 7,914 |
The drilling summary for the Manbarrum Project is shown in the table below:
*Figures correct as of 3 September 2007. Drilling is ongoing.
Table 2: Drilling Summary
A detailed high-powered Induced Polarisation (IP) survey was completed during the year over the area from the Sandy Creek to the Landandi prospects. A total of 83 line kilometres were surveyed, with the results highlighting significant anomalies at Browns, Djibitgun and Landandi - which remain high priority targets for the Company's continuing exploration program.
A detailed gravity survey has been planned to supplement the information already gained.
SANDY CREEK DEPOSIT
It is almost The Sandy Creek deposit comprises sphalerite-galena-pyrite type mineralisation. exclusively a primary sulphide deposit, although some secondary zinc mineralisation may be present in the supergene zone. No lead sulphates (anglesite) or carbonates (cerrusite) have been observed.
The mineralisation is predominantly hosted by a quartz-sandy carbonate unit, 100-120m thick. In places, the mineralisation appears to extend into the underlying silty carbonate unit. High-grade galena mineralisation has been intersected in two holes in the saprolitic clays immediately above the main host unit. This zone is also likely to contain zinc oxide mineralisation.

The mineralisation remains open at depth, to the south, west and north.

Figure 4 shows a cross section schematic view of the deposit.
Fig. 4: Cross Section of the Sandy Creek Deposit
NEIP ANOMALY
The NEIP anomaly, which lies 400m to the north-east of the Sandy Creek Main Zone, was defined by a large chargeable IP anomaly which, significantly, is of a similar tenor to the IP response generated by the Sandy Creek deposit itself.
In July 2007, 27 RC holes (3,932m) were completed at the NEIP Anomaly. Sulphides have been intersected however analytical results are pending.
The NEIP anomaly represents a key exploration target for TNG in the context of the geological model for the Manbarrum Project as an emerging MVT province comprising multiple pods of mineralisation.
RESULTS
Significant results were reported during the year at Sandy Creek. These continue to support the mineralisation style and extend the resource. A large number of results are still awaited and a further refinement of the geological model and revision of the resource estimate will be completed once all the results are received.
OTHER PROSPECTS
Significant surface geochemical soil and rock zinc-lead anomalies have been identified from historic data within TNG's tenement portfolio at Manbarrum (Figure 3).
Three of these - Browns, Djibitgun, and Landandi, have coincident IP, gravity and soil zinc anomalism. Interpretations of the gravity and seismic data show that these overlie the prospective sandy dolomite in favourable structural settings.
These remain high priority targets for the company and are considered to represent further MVT-style base metal targets.
Drilling at Djibitgun commenced in September 2007 and results are awaited.
WARRAMUNGA PROJECT NT: Gold - Copper - Bismuth
EXPLORER, ROVER, McLAREN CREEK and GOSSE RIVER
TNG has an interest in several granted mining and exploration tenements in the immediate vicinity of the town of Tennant Creek. These tenements contain first order Tennant Creek-style magnetic ironstone targets with the potential to host gold and gold-copper-bismuth deposits.
All projects are hosted within the Warramunga Formation and have the same magnetic trend and magnitude as some of the world-class gold and gold-copper-bismuth deposits in the Tennant Creek Inlier.
TNG has an additional three Exploration Licence applications in the area surrounding Explorer. This area, particularly the Rover prospect, is considered highly prospective because of its geological setting and proximity to the recent successful drilling by Westgold Resources on an adjacent tenement.
No work was carried out on these tenements during the 2007 financial year due to the Company's focus on the Manbarrum Project. However, field programs are planned for next financial year.
MELVILLE ISLAND: Bauxite
This exploration application covers 1,445 sq km of the northern part of Melville Island, 125km north of Darwin. There is bauxitic laterite development over Tertiary Van Diemen sandstone within the application area. The tenement currently is subject to moratorium by the Tiwi Land Council.
CROKER ISLAND: Bauxite
Two Exploration Licence Applications cover the entire area of Croker Island, located 240km north east of Darwin. Bauxitic laterite development over Cretaceous Bathurst Island Formation sediments has occurred in the application area.
MOUNT PEAKE: Nickel
Mount Peake is located in the Arunta Province, 80 kilometres north east of Alice Springs.
Airborne magnetic surveys have indicated possible ultramafic intrusion hosted nickel targets.
OTHER NORTHERN TERRITORY TENEMENTS
TNG holds several other prospects in the Northern Territory which are at various stages of exploration and have not been specifically mentioned in this report as only minor work was completed during the year.
WESTERN AUSTRALIAN TENEMENTS -
Carlton Shelf Project: Zinc-Lead-Silver Burt Range Shelf Project: Zinc-Lead-Silver
Both of these projects were strategically selected in light of the broader zinc-lead potential of the Bonaparte Basin and potential extensions of the Manbarrum Project. Granting of these Exploration Licences is anticipated in late 2007.
CAWSE EXTENDED JV (80% Norilsk Nickel/20% TNG)
Norilsk Nickel Cawse Ltd. (Norilsk) owns and manages the Cawse Nickel-Cobalt Operation near Kalgoorlie in Western Australia, with Norilsk and TNG jointly owning the adjacent Cawse Extended Project. TNG's interest is 20%, free-carried to production, convertible at TNG's election to a 2% net smelter return.
TNG has also entered into a separate agreement for a wet tonne royalty payment, which replaces the current agreement only for ore mined from the Unicorn Pit and transported to the Cawse ROM pad.
The Cawse Extended Project is located in the Eastern Goldfields region of Western Australia approximately 60 kilometres north west of Kalgoorlie.
Four main types of mineralisation have been identified at Cawse. These are the oxide ores of limonite, talc, and siliceous cobalt and the smectite-saprolite ore (locally termed nontronite).
The commercial success of the Cawse nickel operation is dependent in part upon the ability of the principal ore type to be beneficiated. A simple process of rejecting lower grade material on the basis of particle size achieves this. This process, which is called upgrading, enables sub-grade material to become commercial ore grade and also enables higher ore grades to be processed in the early parts of the operation. The success of the upgrade process is dependent upon the physical and chemical properties of the ore being processed and the nickel grade of the ore.
The upgrade ore type represents >80% of the Cawse nickel resource and is hosted mostly within a limonite unit, represented by goethitic clays in the upper saprolite zone.
The ore is crushed and slurried in the upgrade processing circuit. It is then passed over a series of screens that remove all material over 0.5mm. This ensures that coarse material is removed from the main ore stream. The upgrading process is reliant on selectively rejecting lower grade or barren material, which can include silica, magnesite and relict saprock.
| Matal c ontant | Metal Volume | |||||
|---|---|---|---|---|---|---|
| Resource Category |
Product | Total Mass (t) | ni (%) | co(%) | ni (t) | co(t) |
| Measured | Upgrade Ore | 2,537,468 | 0.67 | 0.03 | 17,081 | 858 |
| Grind Ore | 30,775 | 1.02 | 0.26 | 314 | 80 | |
| Indicated | Upgrade Ore | 12,112,649 | 0.70 | 0.03 | 84,486 | 3,544 |
| Grind Ore | 54,993 | 1.16 | 0.20 | 636 | 111 | |
| Inferred | Upgrade Ore | 81,550,543 | 0.70 | 0.03 | 566,829 | 22,985 |
| Grind Ore | 503,850 | 1.34 | 0.21 | 6,756 | 1,056 | |
| Total | 96,790,278 | 0.70 | 0.03 | 676,101 | 28,634 |
Table 3: Resource Estimate for Cawse Extended as at end 2006, (source: Norilsk Nickel Cawse)
Qualifying statement
- Reserves and resources have been prepared by J. Fitzsimons, a member of the AusIMM, $\mathbf{1}$ . according to the Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code") developed by the Australasian Joint Ore Reserves Committee ("JORC") formed by the Australian Mining industry Council, The Australasian Institute of Mining and Metallurgy, and The Australian Institute of Geoscientists. The reserves are based on the detailed 4 to 5 year mine production plan and the conceptual life of mine plan where economically viable pits have been identified.
- Approximate drill spacing used to classify the ore reserves is 20m x 20m for proved and 40m $2.$ x 40m for probable.
- Upgrade ore is laterite ore that is put through a beneficiation circuit prior to treatment 3. through a hydrometallurgical process. A cut-off grade of 0.5% Ni was used with additional modifying factors based on the beneficiation process to determine the reserves.
- Grind ore is a siliceous ore with elevated cobalt that is ground in a ball mill prior to treatment 4. through a hydrometallurgical process. Cut-off grade used is 0.8% Ni.
- The measured and indicated mineral resources are additional to the ore reserves. 5.
- Metallurgical recovery from the hydrometallurgical process is 92% for Ni and 89% for Co. 6. Overall plant recovery cannot be directly related to the metal contained in the reserve due to the beneficiation process prior to hydrometallurgical processing.
- Based on historical performance, an 8% mining loss factor has been incorporated into the 7. reserve numbers. Production performance shows mining dilution to be insignificant.
OTHER WESTERN AUSTRALIAN TENEMENTS
TNG holds an interest in two other tenement groups, however, in each case, the Company does not contribute towards exploration expenditure as the projects are subject to joint venture or options for sale. These projects include Kintore East and McTavish.
ENVIRONMENTAL POLICY
As part of TNG environmental policy, the company has contracted GHD (Darwin) to undertake a baseline and monitoring survey of flora, fauna and water quality of the Manbarrum project area. The baseline and initial monitoring surveys have been completed and no issues have arisen.
TRADITIONAL OWNER POLICY
The Company's Traditional Owner Policy has been a prime focus of all exploration work undertaken. At Manbarrum this has led to employment of elders, sponsorship of the local community and ongoing training and assistance. The Company enjoys a very good working relationship with the local community.

CORPORATE ACTIVITIES
THOR MINING PLC & BATAVIA MINING LIMITED
TNG owned shares in both Thor and Batavia at the end of 2006. During the 2007 financial year, these shares were returned to TNG shareholders via an in specie distribution.
CHANGE OF NAME
The Company's shareholders approved a change of name to TNG Limited at a general meeting of shareholders.
PLACEMENT AND UNDERWRITING
In March 2007 TNG placed 6 million shares with CBH Resources Ltd (ASX:CBH) at a price of \$0.39. CBH has subsequently increased its holding to almost 16.2 million shares.
The Company also successfully underwrote the outstanding 2007 options which resulted in an additional raising of \$9.18m.
The proceeds of the share placement and option exercise underpins the exploration programs at the Manbarrum Project.
SALE OF NON-CORE ASSETS
In February 2007 the Company reached agreement with Western Desert Resources for the sale of a portfolio of non-core mineral assets including the Spring Hill project for 10 million shares in the newly listed Western Desert Resources Ltd.
These shares were distributed to TNG shareholders via an in specie distribution in September 2007.
The rationalisation of other assets will be considered by the Board should suitable transactions be presented.
SALE OF NICKEL ASSETS
The Directors have now announced their intention that TNG's nickel assets, primarily being the Cawse Extended Project and Mount Peake Project, form the basis of a new company, to be listed on the ASX via an IPO in early 2008.
The Board also proposes, subject to obtaining the required approvals, to distribute shares in this company to the shareholders of TNG.
A meeting will be called to place this matter before Shareholders for their consideration.
This transaction will add to the \$15m that has been returned to shareholders by TNG over the past few years, maintaining the Company's commitment to maximise the value of its assets while at the same time maintaining a vigorous exploration program, and ensuring that adequate liquidity levels are maintained.
INTRODUCTION
TNG Limited ("Company") has adopted a philosophy which is a commitment to the highest standards of corporate governance. The Company is committed to the pursuit of achieving the best value for their shareholders through their efforts in exploration and exploitation of the Company's tenement assets. Detailed information of the Company's corporate governance practices is set out on the Company's website at www.tngltd.com.au.
CORPORATE GOVERNANCE DISCLOSURE
The Code on Corporate Governance requires that every public company disclose its compliance with each principle of the Code. During the financial year 2006/07 ("Reporting Period") the Company has complied with each of the Ten Essential Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council, other than in relation to the matters specified below.
Recommendation 2.1, 2.2
Majority of the Board should be Independent Directors. $2.1$
The Board considers that Mr Terence N Smith is an Independent Director in accordance with Recommendation 2.1. Whilst the remainder of the Board are not independent, the Board believes that all the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company and possess the skills and experience suitable for building the Company. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
The Board considers that its structure has been, and continues to be, appropriate in the context of the Company's history and the size and scale of operations. The Board intends to reconsider its composition as the Company's operations evolve, and appoint further Independent Directors as appropriate.
The Chairman should be an Independent Director. $2.2$
Mr John W Barr is the Chairman and is not considered to be independent in respect of the ASX Corporate Governance Council's definition of independence. The Board considers that the expertise and dedication of Mr John W Barr gives constructiveness and organisation to the Board and its functions.
Recommendation 2.4
A separate Nomination Committee has not been formed.
The Board considers that the Company is not currently of a size to justify the formation of a Nomination Committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification of attributes required in new Directors. Where appropriate, independent consultants are engaged to identify possible new candidates for the Board.
Recommendation 4.3
The Audit Committee does not comprise a majority of Independent Directors.
The role of the Audit Committee is carried out by Mr John W.Barr, Mr Neil G Biddle, Mr Michael P Bowen, Mr Edward J Fry and Mr Terence N Smith of which only one member is an Independent Director. The Board considers that given the financial expertise of the members of the Audit Committee, the Company is well serviced by their expertise.
Recommendation 8.1
Non-disclosure of the process of evaluating the Board
The process for evaluation of the Board, individual Directors and key executives was not disclosed. However, an evaluation of the Board, Directors and key executives does occur on an informal basis by the Chairman at least annually.
Recommendation 9.2
There was no separate Remuneration Committee
The full Board carried out the functions of the Remuneration Committee. All matters of remuneration were determined by the Board in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no Directors participated in any deliberation regarding their own remuneration or related issues.
Skills, experience, expertise and term of office of each Director
A profile of each director containing the applicable information is set out in the Directors' Report.
Identification of Independent Directors
Mr Terence N Smith is independent in accordance with the criteria set out in Box 2.1 of the ASX Principles and Recommendations.
Statement concerning availability of independent professional advice
Subject to the approval of the Chairman, an individual director may engage an outside adviser at the expense of TNG for the purposes of seeking independent advice in appropriate circumstances.
Names of Nomination Committee members and their attendance at committee meetings
The full Board carries out the functions of the Nomination Committee. The Board did not convene formally as the Nomination Committee during the Reporting Period, but rather, discussed relevant issues on an as-required basis.
Names and qualifications of Audit Committee members
The Audit Committee comprises Mr John W Barr, Mr Neil G Biddle, Mr Michael P Bowen, Mr Edward J Fry and Mr Terence N Smith. This Committee is financially literate and possesses financial expertise by virtue of their academic qualifications. Mr Edward J Fry has extensive experience in the Australian Resource Sector.
Number of Audit Committee meetings and names of attendees
During the Reporting Period the Audit Committee met with the external auditors in respect of the half year and full year financial reports.
Company's remuneration policies
All of the Directors receive a separate Directors' fee of \$40,000 per annum, plus statutory superannuation.
In addition:
- Kensington Consulting Pty Ltd of which Mr John W Barr is a director, receives a consulting fee for Mr Barr's services under a service agreement approved at the 2006 Annual General Meeting;
- Hatched Creek Pty Ltd of which Mr Neil G Biddle is a director, receives consulting fees for Mr Biddle's services under a service agreement approved at the 2006 Annual General Meeting; and
- Hardy Bowen, of which Mr Michael P Bowen is a partner, receives legal fees for services provided to TNG; and
- Gimbulki Services of which Mr Edward J Fry is the sole proprietor, receives consulting fees, currently set at a retainer of \$10,000 a month, for Mr Fry's services.
The service agreement for Kensington Consulting Pty Ltd and Hatched Creek Pty Ltd contain a termination clause of a maximum of 12 months (\$240,000).
There is no direct link between remuneration paid to any of the Directors and corporate performance such as bonus payments for achievements of key performance indicators.
Remuneration of Directors and key executives is competitively set with the assistance of externally prepared surveys and reports, taking into account the experience and qualifications of each individual.
Names of Remuneration Committee members and their attendance at committee meetings
The full Board carried out the function of the Remuneration Committee. During the Reporting Period, the Board did not convene formally as the Remuneration Committee, but rather, dealt with remuneration-related issues on an as-required basis during regular meetings of the Board.
Existence and terms of any schemes for retirement benefits for non-executive Directors
There are no retirement benefits for non-executive Directors.
The Directors present their report for the year ended 30 June 2007.
DIRECTORS
The Directors of the Company at any time during or since the end of the financial year are:
John W Barr CA, FAICD Chairman
Mr John W Barr was appointed in 1998. He has extensive Australian and international experience with exposure to manufacturing, mining and mineral exploration and development.
Mr Barr has managed his own consultancy business since 1987 which specialises in the management of public companies including advice on capital raisings, mergers and acquisitions, negotiating onshore and offshore acquisitions and joint ventures, negotiating commodity based funding, and compliance with corporate and stock exchange requirements.
During the last four years Mr Barr has served as a director of the following listed companies:
- Batavia Mining Limited (2003 to 2005); and
- Thor Mining PLC (2005 to date).
Neil G Biddle B.App.Sc(Geology), M.Aus.IMM Managing Director
Mr Neil G Biddle was appointed in 1998. He has over 18 years professional and management experience in listed public companies involved in mining and exploration.
During the last four years Mr Biddle has served as a director of Batavia Mining Limited since 2005 and previously from 2003 to 2004.
Michael P Bowen B.Juris, LLB, B.Com Non-Executive director
Mr Michael P Bowen was appointed in 2004. Mr Bowen is a partner of the law firm Hardy Bowen, practising primarily corporate, and securities, commercial and mining law.
During the last four years Mr Bowen has served as a director of the following listed companies:
- IMF (Australia) Ltd since 2001; $\bullet$
- Medical Corporation Australasia Limited since 2004;
- Vietnam Industrial Investments Limited since 2004.
Edward J Fry Non-Executive Director
Mr Edward J Fry was appointed in 2006. Mr Fry is the proprietor of a Land Access/Management consulting company primarily focusing on Native Title and Exploration and Mine Development Agreements. His past experience includes various positions in the Australian Resources sector including Corporate Officer - Native Title and Investor Relations analyst for Normandy Mining Ltd, Senior Officer for Aboriginal & Torres Strait Islander Commission and Aboriginal Development Commission.
Terence N Smith Dip.Bus Non-Executive Director
Mr Terence N Smith was appointed in 2004. He was one of the founding partners of the Smith Coffey Group which has provided taxation, accounting and financial advice to clients in Perth for over 34 years prior to his retirement. He has a wide range of business skills in the areas of financial planning and corporate management. Mr Smith holds a number of Directorships in a number of companies in the wine industry.
Mr Smith has served on the Board of Batavia Mining Limited since 2005.
Damian P Delanev Chief Financial Officer and Company Secretary
Mr Damian P Delaney is a Chartered Accountant with many years experience working with international listed companies.
Mr Delaney commenced his career in South Africa, before taking up a series of positions in the United Kingdom. He has held a number of senior CFO and Finance Director positions in the UK.
Mr Delaney manages all aspects of the Company's financial, ASX reporting, regulatory and IT operations. He is also CFO and Company Secretary for Batavia Mining Limited and Thor Mining PLC.
Mr Delaney also serves on the Board of Batavia Mining Limited since 2006.
DIRECTORS MEETINGS
The number of Directors' meetings and number of meetings attended by each of the Directors of the Company during the financial year are:
| Director | Number of meetings held during the time the Director held office |
Number of meetings attended |
|---|---|---|
| John W Barr | 12 | 12 |
| Neil G Biddle | 12 | 12 |
| Michael P Bowen | 12 | 12 |
| Edward J Fry | 5 | 5 |
| Terence N Smith | 12 | 12 |
PRINCIPAL ACTIVITIES
The principal activities of the Group during the course of the financial year were the significant exploration of its Manbarrum Project; the review of advanced exploration projects for acquisition; the management of its other exploration properties and management of its interest in the Cawse Extended Project.
There were no other significant changes in the nature of the activities of the Group during the year.
REVIEW AND RESULTS OF OPERATIONS
The operating loss of the Group after income tax for the year was \$5,652,091 (2006: profit \$620,323). A review of the operations during the financial year is set out on pages 2 to 13.
DIVIDENDS
No dividends were paid during the year and the Directors do not recommend payment of a dividend.
STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year or to the date of this report, although the Directors would like to draw shareholders attention to some matters.
In February 2007 TNG acquired a property to be used as the Kununurra logistics base.
In June 2007 TNG distributed its investment holdings in Batavia Mining Limited and Thor Mining PLC representing a strategic move to return value to shareholders and focus on the Manbarrum Project. This continued in September 2007 with the distribution of Western Desert Resources Ltd shares received in return for the disposal of some non-core tenements in February 2007.
REMUNERATION REPORT
Principles of Remuneration $\mathbf{I}$ .
This report details the amount and nature of remuneration of each director of the Company and the executives receiving the highest remuneration.
Key management personnel have authority and responsibility for planning and controlling the activities of the Company and the Group, including Directors of the Company and other Executives. Key management personnel includes the five most highly remunerated s300A Directors and executives for the Company and the Group.
Remuneration Policy - audited
The remuneration policy is to provide a fixed remuneration component and a specific equity related component. The Board believes that this remuneration policy is appropriate given the stage of development of the Company and the activities which it undertakes and is appropriate in aligning director and executive objectives with shareholder and business objectives.
The remuneration policy, setting the terms and conditions for the executive Directors and other executives has been developed by the Board after seeking professional advice and taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
Directors receive a base fee of \$40,000 per annum. Shareholders have approved Directors fees of an amount of up to \$200,000 cash in aggregate per annum. Superannuation contributions of 9% are paid on these fees as required by law.
Directors and executives receive either a salary plus superannuation guarantee contributions as required by law, currently set at 9%, or provide their services via a consultancy arrangement. Directors and executives do not receive any retirement benefits. Individuals may, however, choose to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to Directors and executives is valued at cost to the Company and expensed. Options are valued using the Black-Scholes methodology.
The Board policy is to remunerate non-executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board performing the role of the Remuneration Committee determines payments to the non-executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Directors is subject to approval by shareholders at a General Meeting. Fees for non-executive Directors are not linked to the performance of the economic entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may receive options.
Directors and Executives officers remuneration (Company and Consolidated) - audited $2.$
Details of the nature and amount of each major element of remuneration of each director of the Company and relevant Group executives who receive the highest remuneration and other key management personnel are:
Options
Movement in Options
| MOVEMENT IN ADUANS | Held at | Vested and exercisable |
||||
|---|---|---|---|---|---|---|
| Held at 1 July 2006 |
Granted as remuneration |
Other Changes $3$ |
Exercised | 30 June 2007 |
at 30 June 2007 |
|
| Directors | ||||||
| John W Barr | 5.099.999 | 3,000,000 | (1,830,999) | (3,269,000) | 3,000,000 | 3,000,000 |
| Neil G Biddle | 7,669,642 | 3,000,000 | (1,140,000) | (6,529,642) | 3,000,000 | 3,000,000 |
| Michael P Bowen | 2,185,088 | 2,000,000 | (2, 185, 088) | 2,000,000 | 2,000,000 | |
| Edward J Fry 1 | $\blacksquare$ | 1,500,000 | 1,500,000 | 1,500,000 | ||
| Terence N Smith | 3,510,087 | 2,000,000 | (260, 087) | (3,250,000) | 2,000,000 | 2,000,000 |
| Executives | ||||||
| Damian P | ||||||
| Delaney | 1,400,000 | 1,500,000 | ۰ | (1,400,000) | 1,500,000 | |
| Paul Burton 2 | 1,500,000 | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | 1.500.000 | 500,000 |
1 Appointed 28 November 2006
2 Appointed Exploration Manager 22 January 2007
3 All other changes during the year were disposals off market at published market rates at the date of the transaction
Directors Remuneration for the year ended 30 June 2007
| Company and Consolidated |
Short Term | Post Employment |
Long Term | ||||
|---|---|---|---|---|---|---|---|
| Directors | Salary & Fees |
Other | Super | Share-based Payment Options |
Total | Value of options as a proportion of remuneration |
|
| \$ | \$ | \$ | \$ | \$ | $\%$ | ||
| John W Barr | 2007 | 148,833 | 3,225 | 1,182,000 1 | 1.334.058 | 89% | |
| Chairman | 2006 | 113,000 | 2,700 | 115,700 | |||
| Neil G Biddle | 2007 | 331,633 | 3,225 | 1,182,000 1 | 1,516,858 | 78% | |
| Managing Director | 2006 | 132,820 | 2,700 | 135,520 | |||
| Michael P Bowen | 2007 | 98,091 | 788,0001 | 886,091 | 89% | ||
| Non-executive | 2006 | 111,602 | 111,602 | ||||
| Edward Fry | 2007 | 93,333 | 2,100 | 421.500 2 | 516,933 | 82% | |
| Non-executive | 2006 | ||||||
| Terence N Smith | 2007 | 35,833 | 3,225 | 788,000 | 827,058 | 95% | |
| Non-executive | 2006 | 30,000 | 2,700 | 32,700 | |||
| Total | 2007 | 707,723 | 11,775 | 4,361,500 | 5,080,998 | ||
| 2006 | 387,422 | 8,100 | 395,522 |
1 Options have been valued at \$0.394 per option using the Black-Scholes calculation for June 2007
2 Options have been valued at \$0.281 per option using the Black-Scholes calculation for December 2006
Remuneration of the 2 named executives who received the highest remuneration for the year ended 30 June 2007
| Company and Consolidated |
Short Term | Long Term Share-based |
Value of options | ||||
|---|---|---|---|---|---|---|---|
| Executives | Salary & Fees |
Other | Super | Payment Options |
Total | as a proportion of remuneration |
|
| \$ | \$ | \$ | \$ | \$ | % | ||
| Damian P Delaney 1 | 2007 | 55.162 | 4,992 | 94,2675 | 154,421 | 61% | |
| CFO and Company Secretary |
2006 | 26,766 | 2,409 | 47,1335 | 76,308 | 62% | |
| Chris Bath | 2007 | $\blacksquare$ | |||||
| Company Secetary 2 | 2006 | 20,490 | 5,3074 | 1,844 | 27,641 | 0% | |
| Paul Burton | 2007 | 79,615 | 7,165 | 144.500 6 | 231,280 | 62% | |
| Exploration Manager | 2006 | ||||||
| Pedro Kastellorizos | 2007 | ||||||
| Exploration Manager3 | 2006 | 22,920 | 2,063 | 24,983 | 0% | ||
| Total | 2007 | 134.777 | 12,157 | 238,767 | 385,701 | ||
| 2006 | 70,176 | 5,307 | 6,316 | 47,133 | 128,932 |
Damian P Delaney is remunerated by TNG Ltd at a current annual salary of \$180,000 and recharged on a pro rata basis to Batavia Mining Ltd and Thor Mining PLC
Resigned 30 September 2005
Resigned 30 September 2005
Resigned 3 January 2006
Includes the provision of a motor vehicle
Options have been valued at \$0.101 per option using the Black-Scholes calculation for the May 2006 issue
Options have been valued at \$0.289 per option using the Black-Scholes calculation for the April 2007 issue
$\mathfrak s$
The fair value of the options are calculated at the date of grant using the Black-Scholes model and are allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed above is a portion of the fair value of the options allocated to this reporting period. The terms 'director' and 'executive' have been treated as mutually exclusive for the purposes of this disclosure.
The following factors and assumptions were used in determining the fair value of options on grant date.
| Grant Date | Expiry Date | Fair Value per Option |
Exercise Price |
Price of Shares on Grant Date |
Expected Volatility |
Risk free interest rate |
Dividend vield |
|---|---|---|---|---|---|---|---|
| 19 June 2007 | 31 Mar 2010 | \$0.394 | \$0.50 | \$0.760 | 80.00% | 6.48% | Nil |
| 30 Nov 2006 | 31 Nov 2007 | \$0,281 | \$0.23 | \$0.515 | 60.00% | 6.02% | Nil |
| 5 Apr 2007 | 31 Dec 2011 | \$0.289 | \$0.38 | \$0.420 | 80.00% | 6.09% | Nil |
Options granted as part of remuneration - audited 3.
During the year, the Company granted options for no consideration over unissued ordinary shares in the Company to the following Directors and Executives:
| Director/Officer | Number оf options granted during 2007 |
Grant Date | Number of options vested during 2007 |
Fair value of option at Grant Date |
Exercise price per option at Grant Date |
Expiry date of options |
|---|---|---|---|---|---|---|
| John W Barr *1 | 3,000,000 | 19 Jun 2007 | 3.000.000 | \$0.394 | \$0.50 | 31 Mar 2010 |
| Neil G Biddle *1 | 3,000,000 | 19 Jun 2007 | 3,000,000 | \$0.394 | \$0.50 | 31 Mar 2010 |
| Michael P Bowen *1 | 2,000,000 | 19 Jun 2007 | 2,000,000 | \$0.394 | \$0.50 | 31 Mar 2010 |
| Edward $J$ Fry $*2$ | 1,500,000 | 30 Nov 2006 | 1,500,000 | \$0.281 | \$0.23 | 30 Nov 2007 |
| Terence N Smith *1 | 2,000,000 | 19 Jun 2007 | 2.000.000 | \$0.394 | \$0.50 | 31 Mar 2010 |
| Damian Delaney *3 | 1,500,000 | 5 Apr 2007 | ۰ | \$0.289 | \$0.38 | 31 Dec 2011 |
| Paul Burton *4 | 1,500,000 | 5 Apr 2007 | 500,000 | \$0.289 | \$0.38 | 31 Dec 2011 |
*1 Options granted approved by shareholders at a General Meeting held 17 May 2007.
*2 Options granted approved by shareholders at an Annual General Meeting held 28 November 2007.
*3 Options granted vest one third 31 Decemb
All option valuations have been calculated using the Black-Scholes calculation.
No options have been granted since the end of the financial year. The options were provided at no cost to the recipients.
| Director/Officer | Number of options granted during $2006^2$ |
Grant Date | Number of options vested during 2006 2 |
Fair value of option at Grant Date 3 |
Exercise price per option |
Expiry date of options |
|---|---|---|---|---|---|---|
| Damian P Delaney 1 CFO/Company Secretary |
1,400,000 | 25 May 2006 | 466,667 | \$0.101 | \$0.15 | 31 May 2007 |
Appointed Company Secretary 4 November 2005
466,667 options were exercisable at 30 June 2006. Balance vested October 2006 and January 2007.
$\overline{\mathbf{3}}$ Options have been valued at \$0.101 per option using the Black-Scholes calculation.
Options granted in the financial year ended 30 June 2006 were approved by shareholders at a General Meeting held 1 March 2006. The options were provided at no cost to the recipients.
All of these options were exercised by the recipients on 31 May 2007.
Exercise of options granted as compensation - audited 4.
During the year the following shares were issued on the exercise of options previously granted as remuneration:
| 2007 | Number of shares | Amount Paid \$/share |
|---|---|---|
| Directors John W Barr |
3,269,000 | \$0.15 |
| Neil G Biddle | 6,529,642 | \$0.15 |
| Michael P Bowen Edward J Fry |
2,185,088 | \$0.15 |
| Terence N Smith | 3,250,000 | \$0.15 |
| Executives Damian P Delaney 3 Paul Burton |
1,400,000 | \$0.15 |
| Amount Paid | ||
|---|---|---|
| 2006 | Number of shares | \$/share |
| Directors | ||
| John W Barr | 1,700,000 | \$0.15 |
| Neil G Biddle | 1,500,000 | \$0.15 |
| Michael P Bowen | 650,000 | \$0.15 |
| Terence N Smith | ||
| Executives | ||
| Damian P Delaney 3 | ||
| Chris Bath 1 | 1,200,000 | \$0.15 |
| Pedro Kastellorizos 2 | 200,000 | \$0.15 |
Resigned 30 September 2005
$\overline{ }$ Resigned 3 January 2006
$\mathbf 3$ Appointed Company Secretary 4 November 2005
There are no amounts unpaid on the shares issued as a result of the exercise of the options in 2006 or 2007.
Analysis of options and rights over equity instruments granted as compensation -5. unaudited.
Details of the vesting profile of the options granted as remuneration to each director of the Company and relevant group executive who receive the highest remuneration is detailed below:
| Options Granted | Value vet to Vest | ||||||
|---|---|---|---|---|---|---|---|
| Number | Date 1 | $\mathbf{O}_{\mathbf{O}}$ vested in year |
Forfeited in Year (a) |
Financial years in which grant vests |
Min (b) |
Max (c) |
|
| Directors | |||||||
| Terence N Smith | 1,500,000 | 2 June 2006 | 100% | ٠ | 2005 | ||
| Executives | |||||||
| Damian P Delaney | 466,667 | 25 May 2006 | 33.3% | - | 2006 | ||
| 933,333 | 25 May 2006 | 66.7% | $\blacksquare$ | 2007 | 141,399 |
The percentage forfeited in the year represents the reduction from the maximum number of $(a)$ options available to vest due to the highest level performance criteria not being achieved.
The minimum value of options yet to vest is \$nil as the performance criteria may not be met $(b)$ and consequently the option may not vest.
The maximum value of options yet to vest is not determinable as it depends on the market $(c)$ price of shares of the Company on the ASX at the date the option is exercised. These share prices represent a maximum price included in the volatility assumptions within the valuation of the options.
Analysis of movements in options - unaudited 6.
The movement during the reporting period, by value, of options over ordinary shares held by each Company Director and each relevant group executive is detailed below:
| Granted in year(a) \$ |
Exercised in year (b) \$ |
Forfeited in year(c) \$ |
Total option value in year |
|
|---|---|---|---|---|
| Directors | ||||
| John W Barr | 1,182,000 | 964,940 | 2.146,940 | |
| Neil G Biddle | 1,182,000 | 2.042,873 | 3,224,873 | |
| Michael P Bowen | 788.000 | 710,154 | 1,498,154 | |
| Edward J Fry | 421,500 | 421,500 | ||
| Terence N Smith | 788,000 | 1,041,750 | 1.829,750 | |
| Executives | ||||
| Damian P Delaney | 433,500 | 462,000 | 895,500 | |
| Paul Burton | 433.500 | 433,500 |
- The value of the options granted in the year is the fair value of the options calculated at the $(a)$ grant date using the Black-Scholes model. The total value of the options granted is included in the table above. This amount is allocated to remuneration over the vesting period.
- The value of the options exercised during the year is calculated as the market price of shares $(b)$ of the Company on the ASX as at close of trading on the date the options were exercised after deducting the price paid to exercise the option.
- The value of the options that lapsed during the year represents the benefit forgone and is $(c)$ calculated at the date the option lapsed using the Black-Scholes model with no adjustments for whether the performance criteria have or have not been achieved.
DIRECTORS' INTERESTS
The relevant interest of each Director in the shares and options over such instruments issued by the companies within the Group and other related body corporates, as notified by the Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:
| Options over Ordinary Shares |
|---|
| 3,000,000 |
| 3,000,000 |
| 2,000,000 |
| 1,400,000 |
| 2,000,000 |
Unissued shares under option
At the date of this report unissued ordinary shares of the Company under option are:
| Expiry date | Exercise price 1 | Number of options |
|---|---|---|
| 30 November 2007 | \$0.23 | 1,400,000 |
| 31 December 2011 | \$0.38 | $5.100,000^2$ |
| 31 March 2010 | \$0.50 | 12,500,000 |
1 Subsequent to the balance sheet date the exercise prices have been adjusted in accordance with ASX Listing Rule 7.22.3 due to the capital reduction as a result of the distribution of the investments in Batavia Mining Ltd, Thor Mining PLC and Western Desert Resources Ltd. $\overline{2}$
Includes 4,600,000 options not yet vested.
ETHICAL STANDARDS
All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Group. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.
Code of Conduct
This code of conduct sets out the standard which the Board, management and employees of the Company are encouraged to comply with when dealing with each other, shareholders and the broader community.
Commitment of the Board and Management to Corporate Code of Conduct
The Board and management approve and endorse this code of conduct and support the code and all it strives to achieve.
The Board and management encourage all staff to consider the principles of the code and use them as a guide to determining how to respond when acting on behalf of the Company.
Responsibilities to Shareholders and the Financial Community generally
The Company aims:
To increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company's shareholders and the financial community; and
To comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.
Responsibilities to Clients, Customers and Consumers
The Company is to comply with all legislative and common law requirements which affect its business. in particular those in respect of occupational health and safety, the environment, native title and cultural heritage. Any transgression from the applicable legal rules is to be reported to the managing director as soon as a person becomes aware of such a transgression.
Employment Practices
The Company will employ the best available staff and consultants with skills required to carry out vacant positions.
The Company will ensure a safe work place and maintain proper occupational health and safety practices commensurate with the nature of the Company's business and activities.
Responsibility to the Community
The Company will recognise, consider and respect environmental issues which arise in relation to the Company's activities and comply with all applicable legal requirements.
Responsibility to the Individual
The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information.
Obligations Relative to Fair Trading and Dealing
The Company will deal with others in a way that is fair and will not engage in deceptive practices.
Conflicts of Interest
The Board, management and employees must not involve themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interests of the Company. Where a real or apparent conflict of interest arises the matter should be brought to the attention of the Chairperson in the case of a Board member or the Managing Director, the Managing Director in the case of a member of management and a supervisor in the case of an employee, so that it may be considered and dealt with in an appropriate manner for all concerned.
Compliance with the Code
Any breach of compliance with this code is to be reported directly to the Managing Director or Chairperson, as appropriate.
Periodic Review of Code
The Company will monitor compliance with the code periodically by liaising with the Board, management and staff especially in relation to any areas of difficulty which arise from the code and any other ideas or suggestions for improvement of the code. Suggestions for improvements or amendments to the code can be made at any time by providing a written note to the Managing Director.
Incorporation of Code of Conduct for executives
The Code of Conduct for executives forms part of this Corporate Code of Conduct. It provides as follows:
All executives will:
-
- Actively promote the highest standards of ethics and integrity in carrying out their duties for the Company.
-
- Disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the Company.
-
- Respect confidentiality of all information of a confidential nature which is acquired in the course of the Company's business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated.
-
- Deal with the Company's customers, suppliers, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates.
-
- Protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property, information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company.
-
- Report any breach of this code of conduct to the chairperson, who will treat reports made in good faith of such violations with respect and in confidence.
Indigenous Policy
TNG recognises the traditional attachment and customary requirements and preservation of culture and customs by Indigenous people in relation to land.
It is our desire to develop long term relationships with Indigenous people and communities where we conduct exploration and mine development and operations.
The Company's Indigenous Policy can be found on our website www.tngltd.com.au.
LIKELY DEVELOPMENTS
The Group will continue to develop its Northern Territory exploration projects and manage its interest in Cawse Extended.
Additional comments on likely developments of the Group are included under the review of operations and activities on pages 2 to 13. of this report.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has agreed to indemnify current and former Directors and officers against all liabilities to another person (other than the Company or a related body corporate), including legal expenses that may arise from their position as Directors and officers of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith or for a pecuniary penalty under section 1317G or a compensation order under section 1317H of the Corporations Act 2001.
INSURANCE PREMIUMS
The Directors have not included details of the amount of the premium paid in respect of the Directors' and Officers' liability insurance contracts, as such disclosure is prohibited under the terms of the contract.
ENVIRONMENTAL REGULATIONS
The Group's operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. However, the Board believes that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Group.
EVENTS SUBSEQUENT TO REPORTING DATE
Western Desert Resources Pty Ltd Distribution
On February 2007, TNG undertook an agreement with Western Desert Resources Pty Ltd (WDR) to dispose of TNG's non-core tenements for a consideration of 10 million WDR shares upon a successful listing. On 19 July 2007, WDR was successfully listed on the ASX and the sale was completed.
At a General meeting held on 3 September 2007 the shareholders voted to distribute these shares as a return of capital on the basis of 1 WDR share for every 18.22 TNG shares held on the record date of 13 September 2007.
Proposed IPO of Subsidiary
The Board has approved to proceed with a further restructuring of the Company's non-core assets, including the potential sale of other tenements and the transfer of its nickel assets in Western Australia This should result in further distributions to to a separate, nickel-focused listed Company. shareholders.
Major Expenditure
Exploration expenditure since 1 July to 30 September is \$3.2m with a commitment of \$1.4m to Novemebr 2007.
Capital Changes
Since 1 July 2007 a director, Mr Edward J Fry has exercised 100,000 options.
NON AUDIT SERVICES
KPMG, the Company's auditor did not perform any other services in addition to their statutory duties.
AUDITOR INDEPENDENCE DELCARATION
The auditor's independence declaration is included on page 29 of the financial report and forms part of the Directors' report for the financial year ended 30 June 2007.
Signed in accordance with a resolution of the Directors.
Jøhn W Barr
Chairman
25 September 2007

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
To: the directors of TNG Limited
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2007 there have been:
×
- no contraventions of the auditor independence requirements as set out in the Corporations Act $(i)$ 2001 in relation to the audit; and
- no contraventions of any applicable code of professional conduct in relation to the audit. $(ii)$
KPMG $\Omega$
KPMG
Phoberson
J G Robinson Partner
Perth 28 September 2007
Income statements For the year ended 30 June 2007
| Note | Consolidated 2007 \$ |
2006 \$ Restated |
The Company 2007 \$ |
2006 \$ Restated |
|
|---|---|---|---|---|---|
| Gain on sale of tenements Other income Total income |
5(a) 5(a) |
109,759 109,759 |
648,072 122,450 770,522 |
9,759 9,759 |
63,846 63,846 |
| Occupancy expenses Administrative expenses Corporate expenses Employment expenses Depreciation and amortisation |
(62, 850) (190, 590) (1, 108, 816) (231, 103) |
(41,390) (54, 842) (963, 166) (180, 479) |
(62, 850) (160, 627) (821.675) (222, 840) |
(41, 390) (50, 496) (798, 063) (178, 800) |
|
| expenses Reversal of impairment loss of investment in associates Impairment loss of investment in associates |
5(c) 27 |
(263, 490) (2,965,091) |
(44, 115) 1,103,347 |
(113, 366) (1,981,926) |
(42, 851) 1,103,347 |
| Share based payments expense for directors/consultants/employees Shares issued to consultants Share of profit/(loss) in associates Other expenses |
29 18(a) 27 |
(7,064,073) (1,440,000) 498,660 (211, 683) |
(549, 317) (650, 682) (14, 618) |
(7,064,073) (1,440,000) (106, 780) |
(549, 317) |
| (Loss) before net finance income and tax Financial income Financial expenses Net financing income |
5(b) | (12, 929, 277) 7,288,789 (11, 603) 7,277,186 |
(624, 740) 1,247,613 (2, 550) 1,245,063 |
(11, 964, 378) 6,289,590 6,289,590 |
(493, 724) 823,859 (2,550) 821,309 |
| (Loss)/profit before income tax Income tax expense (Loss)/profit attributable to members of TNG |
7 | (5,652,091) (5,652,091) |
620,323 620,323 |
(5,674,788) (5,674,788) |
327,585 327,585 |
| Basic earnings per share Diluted earnings per share |
8 8 |
(4.819) (4.819) |
0.689 0.689 |
The income statements are to be read in conjunction with the notes to the financial statements.
Balance Sheets As at 30 June 2007
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| Note | 2007 | 2006 | 2007 | 2006 | |
| \$ | \$ | \$ | \$ | ||
| Restated | Restated | ||||
| Current assets | |||||
| Cash and cash equivalents | 10 | 9,880,637 | 3,327,132 | 9,773,339 | 3,323,556 |
| Trade and other receivables | 11 | 281,381 | 144,462 | 125,292 | 114,999 |
| Financial assets held for trading | 33 | 370,950 | 319,800 | ||
| Prepayments | 26,486 | 40,598 | 23,645 | 39,740 | |
| Total current assets | 10,188,504 | 3,883,142 | 9,922,276 | 3,798,095 | |
| Non-current assets | 11 | 14,451 | 4,559,064 | ||
| Trade and other receivables Other financial assets |
12(a) | 1,656,323 | 1,656,323 | ||
| Available-for-sale investments | 12(a) | 617,527 | 617,527 | 4,631,857 | |
| Investments accounted for using | |||||
| equity method | 12(b) | 4,285,546 | |||
| Plant and equipment | 13 | 1,436,806 | 126,168 | 327,078 | 122,315 |
| Exploration and evaluation | |||||
| expenditure | 14 | 9,433,453 | 5,098,914 | ||
| Total non-current assets | 11,487,786 | 9,525,079 | 7,159,992 | 6,410,495 | |
| Total assets | 21,676,290 | 13,408,221 | 17,082,268 | 10,208,590 | |
| Current liabilities | |||||
| Trade and other payables | 15 | 1,051,150 | 159,287 | 279,592 | 85,363 6.846 |
| Loans and borrowings | 16 17 |
32,850 | 6,846 22,013 |
32,850 | 22,013 |
| Provisions | 1,084,000 | 188,146 | 312,442 | 114,222 | |
| Total current liabilities | |||||
| Non-current liabilities | |||||
| Loans and borrowings | 16 | 480,000 | 22,652 | 456,876 | 652,732 |
| Total non-current liabilities | 480,000 | 22,652 | 456,876 | 652,732 | |
| Total liabilities | 1,564,000 | 210,798 | 769,318 | 766,954 | |
| Net assets | 20,112,290 | 13,197,423 | 16,312,950 | 9,441.636 | |
| Equity Issued capital |
18 | 15,490,639 | 9,346,022 | 15,490,639 | 9,346,022 |
| Reserves | 20 | 1,037,584 | 1,003,370 | ||
| Retained earnings | 4,621,651 | 2,813,817 | 822,311 | (907, 756) | |
| Total equity | 20,112,290 | 13,197,423 | 16,312,950 | 9,441,636 |
The balance sheets are to be read in conjunction with the notes to the financial statements.
Statements of Cash Flows For the year ended 30 June 2007
| Note | Consolidated 2007 \$ |
2006 \$ |
The Company 2007 \$ |
2006 \$ |
|
|---|---|---|---|---|---|
| Cash flows from operating | |||||
| activities | |||||
| Cash payments in the course of | (1,318,867) | (1,051,585) | (1,329,721) | ||
| operations | (1,439,476) 159,457 |
92,856 | 161,113 | 92,762 | |
| Interest received | 48,853 | ||||
| Sale of tenements | 9,877 | 58,604 | |||
| Proceeds from royalties | |||||
| Net cash used in operating activities |
28 | (1, 221, 289) | (1, 167, 407) | (890, 472) | (1, 236, 959) |
| Cash flows from investing activities |
|||||
| Payments for land and buildings | (715, 958) | ||||
| Proceeds from sale of investments | 1,184,094 | 557,938 | |||
| Proceeds from sub underwriting | 63,846 | 63,846 | |||
| Loan to controlled entities | (4,923,067) | 67,401 | |||
| Payments for plant and equipment | (872, 155) | (57, 075) | (332, 114) | (57, 075) | |
| Payments for investments in | (1,303,106) | (173, 476) | (1, 141, 852) | ||
| associates | (173, 476) | ||||
| Payments for exploration and development expenditure |
(3, 712, 529) | (705, 541) | |||
| Net cash used in investing | |||||
| activities | (5,474,118) | (817, 782) | (5,428,657) | (509, 742) | |
| Cash flows from financing activities |
|||||
| Net proceeds on issue of shares | |||||
| and options | 12,777,840 | 3,767,998 | 12,777,840 | 3,767,998 | |
| Proceeds from loan | 480,000 | ||||
| Finance lease payments | (8,928) | (6, 379) | (8,928) | (6, 379) | |
| Net cash received from | 3,761,619 | ||||
| financing activities | 13,248,912 | 3,761,619 | 12,768,912 | ||
| Net increase in cash held | 6,553,505 | 1,776,430 | 6,449,783 | 2,014,918 | |
| Cash at the beginning of the financial year |
3,327,132 | 1,550,702 | 3,323,556 | 1,308,638 | |
| Cash at the end of the financial | 10 | ||||
| vear | 9,880,637 | 3,327,132 | 9,773,339 | 3,323,556 |
The statements of cash flows are to be read in conjunction with the notes to the financial statements.
$\omega$
Statements of Changes in Equity For the year ended 30 June 2007
| Note | Issued Capital \$ |
Retained Earnings \$ |
Foreign currency translation Reserves \$ |
Option Reserve |
Total \$ |
|
|---|---|---|---|---|---|---|
| Consolidated At 1 July 2005 |
6,581,394 | 1,576,879 | 8,158,273 | |||
| Correction of error | 33 | 67,298 | 67,298 | |||
| At 1 July 2005 (restated) | 6,581,394 | 1,644,177 | 8,225,571 | |||
| Profit for the period | 33 | |||||
| (restated) | 620,323 | 620,323 | ||||
| Foreign currency translation | ||||||
| reserve | 34,214 | 34,214 | ||||
| Share based payments | ||||||
| expense | 549,317 | 549,317 2,852,606 |
||||
| Shares issued | 2,852,606 | 1,003,370 | 1,003,370 | |||
| Pro rata option issue Share issue costs |
(87.978) | (87,978) | ||||
| At 30 June 2006 | ||||||
| (restated) | 9,346,022 | 2,813,817 | 34,214 | 1,003,370 | 13,197,423 | |
| At 1 July 2006 (restated) | 9,346,022 | 2,813,817 | 34,214 | 1,003,370 | 13,197,423 | |
| Loss for the period | (5,652,091) | (5,652,091) | ||||
| Foreign currency translation | ||||||
| reserve | (34, 214) | (34, 214) | ||||
| Share based payments | 7,064,073 | |||||
| expense | 7,064,073 | |||||
| Net change in available-for- | 395,852 | 395,852 | ||||
| sale financial assets Shares issued |
12,179,513 | 12,179,513 | ||||
| Share placement | 2,340,000 | 2,340,000 | ||||
| In specie distribution | (9,076,593) | (9,076,593) | ||||
| Options exercised | 1,003,370 | (1,003,370) | ||||
| Share issue costs | (301,673) | (301, 673) | ||||
| At 30 June 2007 | 15,490,639 | 4,621,651 | $\ddot{\phantom{1}}$ | 20,112,290 |
The amounts recognised directly in equity are disclosed net of tax.
The statements of changes in equity are to read in conjunction with the notes to the financial statements.
Statements of Changes in Equity
For the year ended 30 June 2007 (continued)
| Note | Issued Capital \$ |
Retained Earnings \$ |
Foreign currency translation Reserves Ś |
Option Reserve |
Total \$ |
|
|---|---|---|---|---|---|---|
| Company | ||||||
| As at 1 July 2005 | 6,581,394 | (2,104,458) | 4,476,936 319,800 |
|||
| Correction of error | 33 | 319,800 | 4,796,736 | |||
| As at July 2005 (restated) | 6,581,394 | (1,784,658) | 327.585 | |||
| Profit for the period (restated) | 33 | 327,585 | ||||
| Share based payments | 549,317 | 549.317 | ||||
| expense Share issued |
2,852,606 | 2,852,606 | ||||
| Pro rata option issue | 1,003.370 | 1,003,370 | ||||
| Share issue costs | (87,978) | (87,978) | ||||
| At 30 June 2006 (restated) | 9,346,022 | (907,756) | ۰ | 1,003,370 | 9,441,636 | |
| Company | ||||||
| At 1 July 2006 (restated) | 9,346,022 | (907, 756) | 1,003,370 | 9,441,636 | ||
| Loss for the period | (5,674,788) | (5,674,788) | ||||
| Share based payments | ||||||
| expense | 7.064.073 | 7.064.073 | ||||
| Net change in available-for- | 340.782 | |||||
| sale financial assets | 12,179,513 | 340,782 | 12,179,513 | |||
| Shares issued | 2,340,000 | 2,340,000 | ||||
| Share placement In specie distribution |
(9,076,593) | (9,076,593) | ||||
| Options exercised | 1,003,370 | (1,003,370) | ||||
| Share issue costs | (301,673) | (301, 673) | ||||
| At 30 June 2007 | 15,490,639 | 822,311 | $\overline{a}$ | 16,312,950 |
The amounts recognised directly in equity are disclosed net of tax.
The statements of changes in equity are to read in conjunction with the notes to the financial statements.
REPORTING ENTITY $\mathbf{1}$
TNG Limited (the 'Company') is a company domiciled in Australia. The consolidated financial report of the Company as at and for the year ended 30 June 2007 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interest in associates. The financial report was authorised for issue by the Directors on 25 September 2007.
The Group is primarily involved in the significant exploration of its Manbarrum Project; the review of advanced exploration projects for acquisition; the management of its other exploration properties and management of its interest in the Cawse Extended Project.
$\overline{2}$ BASIS OF PREPARATION
$(a)$ Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial report of the Group also complies with the IFRSs and interpretations adopted by the International Accounting Standards Board. The Company's financial report does not comply with IFRSs as the Company has elected to apply the relief provided to parent entities by AASB 132 Financial Instruments: Presentation and Disclosure in respect of certain disclosure requirements.
$(b)$ Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following:
- derivative financial instruments are measured at fair value
- financial instruments at fair value through profit or loss are measured at fair value
- available-for-sale financial assets are measured at fair value
The methods used to measure fair values are discussed further in Note 4.
$(c)$ Functional and presentation currency
These consolidated financial statements are presented in Australian dollars, which is the Company's functional currency and the functional currency of all entities in the Group.
Use of estimates and judgements $(d)$
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:
- Note 16 lease classification
- Notes 17 & 24 provisions and contingencies $\bullet$
- Note 22 valuation of financial instruments $\bullet$
- Note 29 measurement of share-based payments
SIGNIFICANT ACCOUNTING POLICIES $\overline{\mathbf{3}}$
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.
The entity has elected to early adopt the following accounting standards and amendments.
AASB 101 Presentation of Financial Statements (October 2006)
Basis of consolidation $(a)$
Subsidiaries $(i)$
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial report from the date that control commences until the date that control ceases. Investments in subsidiaries are carried at their cost of acquisition in the Company's financial statements less impairment losses.
$(ii)$ Associates
Associates are those entities over which the Group has significant influence, but not control, over the financial and operating policies. Associates are accounted for using the equity method. The consolidated financial statements include the Group's share of income and expenses of associates, from the date that significant influence commences until the date that significant influence ceases.
When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.
In the Company's financial statements investment in associates are carried at cost of acquisition.
Transactions eliminated on consolidation $(iii)$
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group's interest in the entity.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Gains and losses are recognised as the contributed assets are consumed or sold by the associates, if not consumed or sold by the associate, when the Group's interest in such entities is disposed of.
$(b)$ Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted at the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
- Except where the deferred income tax liability arises from the initial recognition of $(i)$ goodwill or of an asset or liability in a transaction that is not a business combination and at the time of transaction, affects neither the accounting profit nor taxable profit or loss: and
- In respect of taxable temporary differences associated with investments in subsidiaries $(ii)$ and associates except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised;
- When the deferred income tax asset relating to the deductible temporary difference $(iii)$ arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
- When the deductible temporary difference is associated with investments in $(iv)$ subsidiaries and associates in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
$(c)$ Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- Where the GST incurred on a purchase of goods and services is not recoverable from $(i)$ the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
- Receivables and payables are stated with the amount of GST included; $(ii)$
- The net amount of GST recoverable from, or payable to, the taxation authority is $(iii)$ included as part of receivables or payables in the balance sheet;
- Cash flows are included in the Cash Flow Statement on a gross basis and the GST $(iv)$ component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows; and
Commitments and contingencies are disclosed net of the amount of GST recoverable $(v)$ from, or payable to, the taxation authority.
Plant and equipment $(d)$
Recognition and measurement $(i)$
Items of plant and equipment are stated at cost or deemed cost less accumulated depreciation and impairment losses. The cost of self-constructed assets includes the cost of materials, direct labour, and an appropriate proportion of production overheads. The cost of self-constructed assets and acquired assets includes (i) the initial estimate at the time of installation and during the period of use, when relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and (ii) changes in the measurement of existing liabilities recognised for these costs resulting from changes in the timing or outflow of resources required to settle the obligation or from changes in the discount rate.
Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment.
$(i)$ Leased assets
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. Lease payments are accounted for as described in note 3(n).
$(iii)$ Subsequent costs
The Group recognises in the carrying amount of an item of plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.
$(iv)$ Depreciation
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment. The estimated useful lives in the current and comparative periods are as follows:
| Leasehold improvements | Over the leased term |
|---|---|
| Plant and equipment | 3 to 8 years |
| Fixtures and fittings | 3 to 8 years |
| Buildings | 40 years |
The residual value, the useful life and the depreciation method applied to an asset are reassessed annually.
Foreign currency translation $(e)$
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Nonmonetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.
Financial instruments $(f)$
Non-derivative financial instruments $(i)$
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition nonderivative financial instruments are measured as described below.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade dates, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash balances and call deposits.
Accounting for finance income and expense is discussed in note 3(n).
Available-for-sale financial assets
The Group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see note 3(h) and foreign exchange gains and losses on available-for-sale monetary items (see note 3(e)), are recognised as a separate component of equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit and loss.
Investments at fair value through profit and loss
An instrument is classified as at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group's documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
Other
Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment loss.
$(ii)$ Share capital
Ordinary shares
Incremental costs directly attributable to issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit.
Exploration and evaluation expenditure $(a)$
Exploration and evaluation expenditure is stated at cost and is accumulated in respect of each identifiable area of interest.
Mining tenements that had been revalued to fair value on or prior to 1 July 2004, the date of transition to Australian Accounting Standards - AIFRS, are measured on the basis of deemed cost, being the revalued amount at the date of that revaluation.
Such costs are only carried forward when the rights to tenure of that area of interest are current and either such expenditure is expected to be recouped through the successful development and commercial exploitation of the area of interest (or alternatively by its sale), or where activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations are continuing.
Accumulated costs in relation to an abandoned area are written off to the income statement in the period in which the decision to abandon the area is made.
The Directors review the carrying value of each area of interest at balance date and exploration expenditure which no longer satisfies the above policy is written off.
AASB 6 Exploration for and Evaluation of Mineral Resources has been applied effective 1 July 2004.
$(h)$ Impairment
$(i)$ Financial assets
A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to profit or loss.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.
$(ii)$ Non-financial assets
The carrying amounts of the Group's non-financial assets, other than biological assets, investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at each reporting date.
Impairment (continued) $(h)$
An impairment loss is recognised if the carrying amount of an asset or its cashgenerating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in profit Impairment losses recognised in respect of cash-generating units are or loss. allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation of amortisation, if no impairment loss had been recognised.
$(i)$ Issued capital
Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
$(i)$ Loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowing.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.
$(k)$ Employee benefits
Share based payments $(i)$
The Group provides benefits to employees (including Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for share's or rights over shares ('equity-settled transactions').
The fair value of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of TNG 'market conditions' if applicable.
The fair value of equity-settled transactions are recognised, together with a corresponding increase in equity over the period, ending on the date on which the relevant employees become fully entitled to the award (the 'vesting date').
Employee benefits (continued) $(k)$
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) TNG's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of the period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.
$(ii)$ Short term benefit
Liabilities for employee benefits for wages, salaries, annual leave and sick leave represent present obligations resulting from employees' services provided to reporting date, calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at reporting date including related on-costs, such as, workers compensation insurance and payroll tax.
Defined contribution funds $(iii)$
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the income statement as incurred.
Provisions $(1)$
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability.
$(m)$ Revenue
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured.
Sale of goods $(i)$
Income from the sale of tenements and assets held for trading are recognised when significant risk and rewards of ownership of the goods passes to the customer provided that the amount of revenue and the costs incurred or to be incurred can be measured reliably.
$(ii)$ Interest revenue
Interest revenue is recognised as it accrues using the effective interest rate method.
$(iii)$ Dividends
Revenue from dividends from controlled entities is recognised by the Company when they are declared by the controlled entities.
Revenue from dividends from associates and other investments is recognised when the Group's right to receive the dividend is established.
$(n)$ Expenses
$(i)$ Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the term of lease.
$(ii)$ Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
$(iii)$ Net financing costs
Interest income is recognised in the income statement as it accrues, using the effective interest method.
Finance income and expenses $(iv)$
Finance income comprises interest income on funds invested, dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, foreign currency gains, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the Group's right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, foreign currency losses, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method.
Segment reporting $(o)$
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
$(p)$ Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all diluted potential ordinary shares, which comprise convertible notes and share options granted to employees.
New standards and interpretations not yet adopted $(q)$
The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report:
- AASB 7 Financial Instruments: Disclosures (August 2005) replaces the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007, and will require extensive additional disclosures with respect to the Group's financial instruments and share capital.
- AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosure and Presentation, AASB 101 Presentation of Financial Statements, AASB 114 Segment Reporting, AASB 117 Leases, AASB 133 Earnings Per Share, AASB 139 Financial Instruments: Recognition and Measurement, AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the consolidated financial report.
- AASB 8 Operating Segments replaces the presentation requirements of segment reporting in AASB 114 Segment Reporting. AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009 and is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
- AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 102 Consolidated and Separate Financial Statements, AASB 119 Employee Benefits, AASB 127 Consolidated and Separate Financial Statements, AASB 134 Interim Financial Reporting, AASB 136 Impairment Assets, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments. This standard is only expected to impact disclosures contained within the financial report.
- Interpretation 10 Interim Financial Reporting and Impairment prohibits the reversal of $\bullet$ an impairment loss recognised in a previous interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. Interpretation 10 will become mandatory for the Group's 2008 financial statements, and will apply to goodwill, investments in equity instruments, and financial assets carried at cost prospectively from the date that the Group first applied the measurement criteria of AASB 136 and AASB 139 respectively (i.e. 1 July 2004 and 1 July 2005, respectively)
New standards and interpretations not yet adopted (continued) $(q)$
- Interpretation 11 AASB 2 Share-based Payment Group and Treasury Share Transactions addresses the classification of a share-based payment transaction (as equity or cash settled), in which equity instruments of the parent or another group entity are transferred, in the financial statements of the entity receiving the services. Interpretation 11 will become mandatory for the Group's 2008 financial report. Interpretation 11 is not expected to have any impact on the financial report. The potential effect of the Interpretation on the Company's financial report has not yet been determined.
- AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation II amends AASB 2 Share-based Payments to insert the transitional provisions of IFRS 2, previously contained in AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards. AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the consolidated financial report. The potential impact on the Company has not yet been determined.
- Interpretation 12 Service Concession Arrangements addresses the accounting for service concession operators, but not grantors, for public to private service concession arrangements. Interpretation 12 will apply for the Group's 2009 financial report. The potential effect of the interpretation on the financial report has not been determined. At this time an entity must adopt the revised Interpretation 4 Determining when an arrangement contains a lease and Interpretation 129 Service Concession Arrangements: Disclosures.
- AASB 2007-2 Amendments to Australian Accounting Standards arising from AASB Interpretation 12 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 117 Leases, AASB 118 Revenue, AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, AASB 121 The Effects of Changes in Foreign Exchange Rates, AASB 127 Consolidated and Separate Financial Statements, AASB 131 Interest in Joint Ventures, and AASB 139 Financial Instruments: Recognition and Measurement. AASB 2007-2 is applicable for annual reporting periods beginning on or after 1 January 2008 and must be applied at the same time as Interpretation 12 Service Concession Arrangements.
- AASB 2007-2 Amendments to Australian Accounting Standards also amends references to "UIG Interpretation" to interpretations. This amending standard is applicable to annual reporting periods ending on or after 28 February 2007.
DETERMINATION OF FAIR VALUES $\boldsymbol{A}$
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Property, plant and equipment $(i)$
The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing where in the parties had each acted knowledgably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.
$(ii)$ Investments in equity
The fair value of financial assets at fair value through profit or loss and available-forsale financial assets is determined by reference to their quoted bid price at the reporting date.
$(iii)$ Trade and other receivables
The fair value of trade and other receivables estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
Share-based payment transactions $(iv)$
The fair value of employee options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
INCOME AND EXPENSES 5
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| Note | 2007 | 2006 | 2007 | 2006 | |
| \$ | \$ | \$ | \$ | ||
| (a) Income |
|||||
| Gain on sale of tenements | 648,072 | ||||
| Royalties | 58,604 | ||||
| Other income | 109,759 | 63,846 | 9,759 | 63,846 | |
| Total Income | 109,759 | 770,522 | 9,759 | 63,846 | |
| Note | Consolidated | The Company | |||
| 2007 | 2006 | 2007 | 2006 | ||
| \$ | \$ | \$ | \$ | ||
| Financial income (b) |
|||||
| Gain on sale of investments | 27 | 5,365,674 | 305,349 | 4,363,672 | 264,166 |
| Interest income | 160,615 | 92,856 | 163,418 | 92,762 | |
| Change in fair value of investments | 33 | ||||
| held-for-trading | 27 | 1,762,500 | 849,408 | 1,762,500 | 466,931 |
| Total Financial income | 7.288,789 | 1,247,613 | 6,289,590 | 823,859 | |
| Note | Consolidated | The Company | |||
| 2007 | 2006 | 2007 | 2006 | ||
| \$ | \$ | \$ | \$ | ||
| Depreciation and amortisation (c) |
|||||
| Depreciation of: District and acceptance and |
12. | 177050 | 34 771 | 47.296 | 33. 50Z |
| Total depreciation | 263.490 | 44.115 | 113.366 | 42,851 | |
|---|---|---|---|---|---|
| Buildings | 14.152 | $\sim$ | $\overline{\phantom{a}}$ | ||
| Leasehold improvements | 61.154 | 2.170 | 61.154 | 2,170 | |
| Motor vehicle | 13 | 60.326 | 7.174 | 4.916 | 7.174 |
| Plant and equipment | エムノラウンツ | ----- | - | ------ |
AUDITORS' REMUNERATION 6
| Consolidated | |||
|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 |
| S | |||
| 79.472 | 65,310 | 79.472 | 65,310 |
| The Company |
$\overline{z}$ INCOME TAX
ţ
| 2007 \$'000 |
Consolidated 2006 \$'000 |
2007 \$'000 |
The Company 2006 \$'000 |
|
|---|---|---|---|---|
| The major components of income tax expense are: Income statement |
||||
| Current income tax (credit)/expense Deferred tax Tax losses not brought to account |
(799, 092) 1,411,433 (612, 341) |
(363, 285) 217,678 145,607 |
439,561 5,865 (445,426) |
(530, 106) (2,400) 532,506 |
| Income tax expense reported in the income statement |
||||
| A reconciliation between tax expense and pre-tax loss: |
||||
| Accounting loss before income tax | (5,652,091) | 620,323 | (5,674,788) | 327,585 |
| At the Group's statutory income rate of 30% $(2006:30\%)$ |
(1,695,627) | 186,097 | (1,702,436) | 98,276 |
| Expenditure not allowable for income tax purposes: |
||||
| Share-based payments | 2,119,222 | 164,795 | 2,119,222 | 164,795 |
| Gain on distribution and sale of assets Exploration, evaluation and development |
(156, 207) | (705, 902) | 13,697 | (589, 112) |
| expenditure | 329,165 | 32,416 | 20 | (211, 662) |
| Sundry expenses | 15,788 (612, 341) |
176,987 145,607 |
14,923 (445,426) |
5,197 532,506 |
| Tax losses not brought to account Income tax expense reported in the |
||||
| income statement | ||||
| Tax losses | ||||
| Unused tax losses for which no deferred tax asset has been recognized |
7,458,189 | 4,794,550 | 3,993,983 | 5,459,185 |
| 2,237,457 | 1,438,365 | 1,198,195 | 1,637,756 | |
| Potential tax benefit @ 30% future assessable income is derived of a nature and of an amount sufficient to enable the (i) benefit to be realised; |
the conditions for deductibility imposed by tax legislation continue to be complied with; $(ii)$ and
no changes in tax legislation adversely affect the Company in realising the benefit. $(iii)$
INCOME TAX (continued) $\overline{z}$
Deferred income tax
| Balance Sheet | Consolidated | Company | ||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Deferred income tax relates to the following: |
\$ | \$ | s | \$ |
| Deferred Tax Liabilities Exploration and evaluation assets Available-for-sale financial assets |
2,062,666 | 656,982 | 117 | |
| Accelerated depreciation for tax purposes |
||||
| Deferred tax assets used to offset deferred tax lialbilities |
$(2,062,666)$ $(656,982)$ | (117) | ||
| Deferred Tax Assets Tax losses presumed from wholly- consolidated entities |
(1,039,262) | (1,877,926) | ||
| owned tax Accrued expenditure |
(9,000) | (9,000) | ||
| Employee benefits Deferred tax liabilities used to offset |
(9,855) | (6,604) | (9,855) | (6,604) |
| deferred tax assets |
2,062,666 | 656,982 | 117 | |
| Future income tax benefit not brought to account |
1,049,000 | 1,893,530 | ||
| Tax losses not brought to account | (2,052,811) | (641, 378) | $\overline{\phantom{a}}$ | |
| Income Statement | Consolidated | Company | ||
| 2007 \$ |
2006 \$ |
2007 \$ |
2006 \$ |
|
| Deferred income tax relates to the following: |
||||
| Deferred Tax Liabilities | ||||
| Exploration and evaluation assets | 1,405,685 1,405,685 |
220,078 220,078 |
117 117 |
|
| Deferred Tax Assets Accrued expenditure Other |
9,000 | (750) (218) |
9,000 | (750) (218) |
| Employee benefits | (3, 252) | (1, 432) | (3, 252) | (1, 432) |
| 5,748 | (2,400) | 5,748 | (2,400) | |
| Deferred tax expense | 1.411,433 | 217,678 | 5,865 | (2,400) |
Tax Consolidation Legislation
TNG Limited and its wholly-owned Australian controlled entities implemented the tax consolidation legislation from 1 July 2003. The accounting policy in relation to this legislation is set out in note 2(b).
The entities have not entered into a fax funding agreement
EARNINGS PER SHARE 8
The calculation of basic earnings per share for the year ended 30 June 2007 was based on the loss attributable to ordinary shareholders of \$5,652,091 (2006: profit \$620,323) and a weighted average number of ordinary shares on issue during the year ended 30 June 2007 of 117,287,857 (2006: 89,998,277).
Loss attributable to ordinary shareholders
| 2007 | 2006 | |
|---|---|---|
| (Loss)/profit for the period | (5,652,091) | 620.323 |
| (Loss)/profit attributable to ordinary shareholders | (5,652,091) | 620,323 |
Weighted average number of ordinary shares
| 2007 Numbers |
2006 Numbers |
|
|---|---|---|
| Number of ordinary shares at 1 July | 100.628,983 16.658.874 |
82.978.270 7.020.007 |
| Effect of shares issued Weighted average number of ordinary shares at 30 June |
117,287,857 | 89.998,277 |
At balance sheet date the following options were not yet exercised:
| Options | Exercise Date | Exercise Price 1 |
|---|---|---|
| 1,500,000 (unlisted) | 30 Nov 2007 | \$0.23 |
| 5,100,000 (unlisted) | 31 Dec 2011 | \$0.38 |
| 12,500,000 (unlisted) | 31 Mar 2010 | \$0.50 |
1 Subsequent to the balance sheet date the exercise prices have been adjusted in accordance with ASX Listing Rule 7.22.3 due to the capital reduction as a result of the distribution of the investments in Batavia Mining Ltd, Thor Mining PLC and Western Desert Resources Ltd.
Potential ordinary shares are not considered dilutive as their conversion does not show an inferior view of the earnings performance of the Company. Accordingly diluted earnings per share is the same as the basic earnings per share.
SEGMENT REPORTING $\mathbf{9}$
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise corporate assets and expenses.
Business segments
The Group comprises the following main business segments, based on the Group's management reporting system.
| Exploration | Exploration and development of tenements. |
|---|---|
| Investments | Investments in publicly listed and other companies. |
Geographical segments
The Group's business segments all operate in Australia.
| Primary Reporting Business Segments |
Exploration \$ |
Investments \$ |
Total \$ |
|---|---|---|---|
| 2007 Revenue External segment revenue Total revenue |
97,197 | 5,538,851 | 5,636,048 5,636,048 |
| Result Segment result |
(631, 305) | (2,967,862) | (3,599.167) |
| Gain of associates Unallocated corporate expenses Loss from ordinary activities before income tax Income tax expense Net profit/(loss) |
498,660 (2,551,584) (5,652,091) (5,652,091) |
||
| Depreciation and amortisation Depreciation Corporate depreciation |
150,124 | 150,124 113,366 263,490 |
|
| Assets Segment assets Corporate assets Consolidated total assets |
11,566,052 | 617,527 | 12,183,579 9,492,711 21,676,290 |
| Liabilities Segment liabilities Corporate liabilities Consolidated total liabilities |
(6,060,187) | (6,060,187) 4,496,187 (1, 564, 000) |
SEGMENT REPORTING (continued) $\mathbf{9}$
| Exploration | Investments | Total | |
|---|---|---|---|
| Primary Reporting | \$ | \$ | \$ |
| Business Segments | |||
| 2006 | |||
| Revenue | |||
| External segment revenue | 688,704 | 323,415 | 1,012,119 |
| Total segment revenue | 688,704 | 323,415 | 1,012,119 |
| Other unallocated revenue | 156,608 1,168,727 |
||
| Total revenue | |||
| Result | |||
| Segment result | 631,430 | 80,083 | 711,513 |
| (650, 682) | |||
| Loss of associate Unallocated corporate expenses |
559,492 | ||
| Loss from ordinary activities before income tax | 620,323 | ||
| Income tax expense | |||
| Net profit/(loss) | 620, 323 | ||
| Depreciation and amortisation | |||
| Unallocated corporate depreciation and | |||
| amortisation | 44,115 | ||
| Reversal of loss of associate | 1,103,347 | 1,103,347 | |
| Assets | |||
| Segment assets | 5,694,168 | 4,164,864 | 9,859,032 |
| Unallocated corporate assets | 3,549,189 | ||
| Consolidated total assets | 13,408,221 | ||
| Liabilities | |||
| Segment liabilities | 313,027 | (1,674,930) | (1,361,903) |
| Unallocated corporate liabilities | 1,151,105 | ||
| Consolidated total liabilities | (210, 798) | ||
CASH AND CASH EQUIVALENTS 10
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Note | 2007 | 2006 | 2007 | 2006 | ||
| Cash | 9.763,637 | 3.257.132 | 9.688.339 | 3,253,556 | ||
| Bank short term deposits | 117,000 | 70.000 | 85.000 | 70,000 | ||
| 9.880.637 | 9.773.339 | 3.323.556 |
The bank short term deposits, maturing within 90 days and paying interest at a weighted average interest rate of 6.4% at 30 June 2007 (2006: 5.40%).
TRADE AND OTHER RECEIVABLES $11$
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Note | 2007 | 2006 | 2007 | 2006 | ||
| \$ | \$ | \$ | \$ | |||
| Current | ||||||
| Trade and other receivables | 84,413 | 81.598 | 70.022 | 71,721 | ||
| GST receivables | 196,968 | 62,864 | 55,270 | 43,278 | ||
| 281,381 | 144,462 | 125,292 | 114,999 | |||
| Non-current | ||||||
| Trade and other receivables | $\blacksquare$ | 14,451 | 4,559,064 | |||
| Loans to controlled entities | $\bullet$ | 1,626,203 | 1,626,203 | |||
| Impairment loss | (1,626,203) | (1,626,203) | ||||
| 14,451 | 4,559,064 |
OTHER FINANCIAL ASSETS $12$
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| Note | 2007 \$ |
2006 Restated |
2007 \$ |
2006 S Restated |
||
| (a) Non-current Investments in controlled entities Unlisted shares at cost |
26 | 2.492,261 (835,938) |
2,492,261 (835,938) |
|||
| Less: impairment | 1,656,323 | 1,656,323 | ||||
| Investments in other entities Investments available for sale Associated entities at cost |
27 27 |
617,527 617,527 |
617,527 617,527 |
4,631,857 4,631,857 |
||
| 617,527 | 2,273,850 | 6,288,180 | ||||
| (b) Non-current Investments accounted for using the equity method |
||||||
| Batavia Mining Ltd Thor Mining PLC |
27 27 |
3,603,587 681,959 4,285,546 |
||||
$13$ PLANT & EQUIPMENT
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Cost | \$ | \$ | \$ | \$ |
| Leasehold improvements | ||||
| Balance at 1 July | 22,736 | 22,736 | 22,736 | 22,736 |
| Additions | 244,617 | 244,617 | ||
| Disposals | (22,736) | (22,736 ) | ||
| Balance at 30 June | 244,617 | 22,736 | 244,617 | 22,736 |
| Plant and equipment | ||||
| Balance at 1 July | 286,763 | 229,688 | 278,813 | 221,738 |
| Additions | 409,206 | 57,075 | 90,806 | 57,075 |
| Disposals | ||||
| Balance at 30 June | 695,969 | 286,763 | 369,619 | 278,813 |
| Motor vehicle | ||||
| Balance at 1 July | 38,259 | 38,259 | 38,259 | 38,259 |
| Additions | 221,641 | |||
| Disposals | (38, 259) | (38,259) | ||
| Balance at 30 June | 221,641 | 38,259 | 38,259 | |
| Land and buildings | ||||
| Balance at 1 July | ||||
| Additions | 715,958 | |||
| Disposals | ||||
| Balance at 30 June | 715,958 | |||
| Accumulated Depreciation | ||||
| Leasehold improvements | 20,566 | |||
| Balance at 1 July | 22,736 | 20,566 2,170 |
22,736 61,154 |
2,170 |
| Depreciation charge for the year | 61,154 | (22, 736) | ||
| Adjusted Depreciation | (22, 736) | 22,736 | 61,154 | 22,736 |
| Balance at 30 June | 61,154 | |||
| Plant and equipment Balance at 1 July |
182,805 | 148,034 | 178,708, | 145,201 |
| Depreciation charge for the year | 127,858 | 34,771 | 47,296 | 33,507 |
| Balance at 30 June | 310,663 | 182,805 | 226,004 | 178,708 |
| Motor vehicle | ||||
| Balance at 1 July | 16,049 | 8,875 | 16,049 | 8,875 |
| Depreciation charge for the year | 60,326 | 7,174 | 4,916 | 7,174 |
| Adjustment for disposal | (20,96 5) | (20,965) | ||
| Balance at 30 June | 55,410 | 16,049 | 16,049 | |
| Buildings | ||||
| Balance at 1 July Depreciation charge for the year |
14,152 | |||
| Balance at 30 June | 14,152 |
PLANT & EQUIPMENT (continued) 13
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| 2007 \$ |
2006 \$ |
2007 \$ |
2006 \$ |
||
| Carrying amounts Leasehold improvements |
|||||
| At 1 July | 2,170 | 2,170 | |||
| At 30 June | 183,463 | 183,463 | |||
| Plant and equipment | |||||
| At 1 July | 103,958 | 81,654 | 100,105 | 76,537 | |
| At 30 June | 385,306 | 103,958 | 143,615 | 100,105 | |
| Motor vehicle | |||||
| At 1 July | 22,210 | 29,384 | 22,210 | 29,384 | |
| At 30 June | 166,231 | 22,210 | 22,210 | ||
| Land and buildings | |||||
| At 1 July | $\overline{\phantom{a}}$ | ||||
| At 30 June | 701,806 | $\blacksquare$ | $\overline{\phantom{0}}$ | ||
| 1,436,806 | 126,168 | 327,078 | 122,315 | ||
| Total |
EXPLORATION, EVALUATION AND DEVELOPMENT EXPENDITURE 14
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| \$ | \$ | \$ | ||
| Cost | ||||
| Balance At 1 July | 5,098,914 | 4,393.373 | ||
| Exploration expenditure | 4,334,539 | 705.541 | ||
| Balance at 30 June | 9,433,453 | 5,098,914 | ||
| Carrying value | ||||
| At 1 July | 5,098,914 | 4,393,373 | ||
| At 30 June | 9,433,453 | 5,098,914 |
The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas. At balance date the carrying amount of exploration and evaluation expenditure was \$9,433,453 of which \$5,496,807 is attributable to the significant exploration of the consolidated entities Manbarrum project, the balance of the carrying value is a result of the Cawse Extended project.
Valuation Cawse Extended project
An independent valuation was carried out in January 2000 by Continental Resource Management Pty Ltd ("CRM") using the Prospectivity Enhancement Multiplier method, which is based on previous exploration expenditure. In the case of Cawse Extended this is the yardstick or the comparative deal method. The Cawse Extended valuation was also cross checked against the discounted in situ contained metal value of the tenement. The Directors are of the opinion that this basis provides a reasonable estimate of recoverable amount.
EXPLORATION, EVALUATION AND DEVELOPMENT EXPENDITURE (Continued) 14
In June 2002 CRM provided an updated valuation of Cawse Extended. CRM concluded that the value of Cawse Extended falls within the range of \$4,800,000 to \$8,600,000, with a preferred value of \$7,200,000.
In June 2006 the Company commissioned CRM to provide a further updated valuation report. This updated report takes into consideration the mining that has occurred at Unicorn, additional drilling at Cawse Extended and changes to the price of nickel. The in situ contained metal method has been used to estimate the value of the contained metal within the pit shells and forms the range of values for the valuation. An alternate method of valuation was to calculate the potential royalty due based on the same arrangement as for the Unicorn pit. CRM's preferred value for the Company's 20% interest in Cawse Extended is \$4,200,000, which is in excess of its carrying value of \$3,936,646.
TRADE AND OTHER PAYABLES 15
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 s |
2006 \$. |
2007 | 2006 | |
| Current Trade payables Other |
600.523 450.627 |
58.166 101.121 |
104,820 174.772 |
55,363 30,000 |
| 1,051,150 | 159,287 | 279.592 | 85,363 |
LOANS AND BORROWINGS 16
| Consolidated | The Company | |||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||
| \$ | \$ | \$ | \$ | |||
| Current | ||||||
| Lease liability | 6,846 | 6,846 | ||||
| Non-current | ||||||
| Lease liability | 22,652 | 22,652 | ||||
| Interest Bearing Loan | 480,000 | |||||
| Other loans - controlled entities | 31(a) | $\qquad \qquad \blacksquare$ | 456,876 | 630,080 | ||
| 480,000 | 22,652 | 456,876 | 652,732 | |||
Terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows:
| Consolidated | |||||||
|---|---|---|---|---|---|---|---|
| 30 June 2007 | 30 June 2006 | ||||||
| Nominal Interest Rate |
Year of Maturity |
Face Value |
Carrying Amount |
Face Value |
Carrying Amount |
||
| Interest only loan - Kununurra logistics base |
7.35% | 2010 | 480.000 | 480,000 | - | $\overline{\phantom{a}}$ | |
PROVISIONS 17
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 s |
2006 \$ |
2007 | 2006 \$ |
|
| Employee provisions | ||||
| Current | ||||
| Balance at 1 July | 22,013 | 17,241 | 22,013 | 17,241 |
| Provisions made during the year | 10.837 | 4.772 | 10,837 | 4,772 |
| Balance at 30 June | 32.850 | 22.013 | 32,850 | 22,013 |
CAPITAL 18
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 s. |
|
| Issued and paid-up share capital 182,092,405 (2006:100,628,983) |
S | |||
| ordinary shares, fully paid | 15,490,639 | 9.346.022 | 15,490,639 | 9,346,022 |
Movements in shares on issue $(a)$
| 2007 | 2006 | |||
|---|---|---|---|---|
| Number | \$ | Number | \$ | |
| Balance at the beginning of year | 100,628,983 | 9,346,022 | 82,978,270 | 6,581,394 |
| Share placement In specie distribution |
6,000,000 | 2,340,000 (9,076,593) |
4,000,000 | 1,000,000 |
| Options Exercised | 72,463,422 | 11,742,883 | 13,650,713 | 1,852,606 |
| Shares issued to consultants Share issue costs |
3,000,000 | 1,440,000 (301.673) |
(87,978) | |
| Balance at end of year | 182,092,405 | 15,490,639 | 100,628,983 | 9,346,022 |
Terms and conditions of contributed equity
Holders of ordinary shares are entitled to receive dividends that may be declared from time to time and are entitled to one vote per share at shareholders' meetings.
In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds from liquidation.
Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and authorised capital. Accordingly, the Company does not have authorised capital or par value in respect of its issued shares.
In specie distribution
At a general meeting in May 2007 TNG received shareholder approval for a capital reduction in the form of a distribution in specie of its holdings in Batavia Mining Ltd and Thor Mining PLC.
The distribution was to those shareholders on the share register at the record date of 5 July 2007. The shareholders approved the distribution on 17 May 2007. The effective date of the capital reduction was 29 June 2007, as the TNG shares traded ex distribution from that date.
19 OPTIONS
Options on issue
| Number at end of year | |||
|---|---|---|---|
| Exercise Date | Exercise Price 1 | 2007 | 2006 |
| 30 November 2007 (unlisted) | \$0.23 | 1.500,000 | |
| 31 December 2011 (unlisted) | \$0.38 | 5.100.000 | $\overline{ }$ |
| 31 March 2010 (unlisted) | \$0.50 | 12,500,000 | Section |
1 Subsequent to the balance sheet date the exercise prices have been adjusted in accordance with ASX Listing Rule 7.22.3 due to the capital reduction as a result of the distribution of the investments in Batavia Mining Ltd, Thor Mining PLC and Western Desert Resources Ltd.
Terms and conditions of options
Share options carry no rights to dividends and no voting rights.
20 RESERVES
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Foreign currency translation reserve | $\overline{\phantom{a}}$ | 34.214 | ||
| Option reserve | $\overline{\phantom{a}}$ | 1,003,370 | 1,003,370 | |
| Balance at 30 June | $\blacksquare$ | 1,037,584 | 1.003,370 |
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign investments as well as from the translation of liabilities that hedge the Company's net investment in a foreign subsidiary.
Option reserve
The reserve relates to a rights options issue of a pro-rata offer of 2007 Options which expired 31 May 2007 and was exercisable at \$0.15, the options were available at an issue price of \$0.02 per option to eligible shareholders on the basis of one 2007 Option for every two shares held. At 31 May 2007 all options were exercised and this reserve was reversed against share capital.
21 DIVIDENDS
No dividends were declared or paid during the 2007 financial year.
| The Company | ||
|---|---|---|
| Dividend franking account | 2007 | 2006 S |
| 30% franking credits available to shareholders of TNG for subsequent financial years |
1.008,568 | 1.008.568 |
The above available amounts are based on the balance of the dividend franking account at year end adjusted for franking credits that the entity may be prevented from distributing in subsequent years.
The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare the dividends.
22 FINANCIAL INSTRUMENTS
$(a)$ Significant accounting policies
The Group's principal financial instruments comprise, cash and short-term deposits and a mortgage over a property owned by the Group.
The main purpose of these financial instruments is to fund capital expenditure for the Group's operations. The Group has various other financial assets and liabilities such as trade receivables and
trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 & 3 to the financial statements.
Interest rate risk $(b)$
Interest rate risk exposures
The Group's exposure to interest rate risk and the effective weighted average interest rate for classes of interest bearing financial assets and financial liabilities is set out below:
| 30 June 2007 | Maturing | ||||
|---|---|---|---|---|---|
| CONSOLIDATED | Effective Interest Rate % |
$<$ 1 year \$ |
>1 Year \$ |
Ś | |
| Financial Assets | |||||
| Fixed Rate | |||||
| Term deposits | 6.40 | 117,000 | 117,000 | ||
| Floating Rate | |||||
| Cash | 6.10 | 9,763,637 | 9,763,637 | ||
| Financial Liabilities | |||||
| Fixed Rate Interest bearing liabilities |
7.35 | (480,000) | (480,000) | ||
| 30 June 2006 | Maturing | Total | ||
|---|---|---|---|---|
| CONSOLIDATED | Effective Interest Rate | $<$ 1 year | >1 Year | |
| % | \$ | \$ | \$ | |
| Financial Assets | ||||
| Fixed Rate | ||||
| Term deposits | 5.40 | 70,000 | 70,000 | |
| Floating Rate | ||||
| Cash | 5.40 | 3,257,132 | 3,257,132 | |
| Financial Liabilities | ||||
| Fixed Rate | ||||
| Interest bearing liabilities | 7.09 | (6, 846) | (22, 652) | (29,498) |
Net fair values of financial assets and liabilities $(c)$
| 2006 | |||
|---|---|---|---|
| Carrying amount |
Fair value | Carrying amount \$ |
Fair value \$ |
| 9,763,637 117,000 281,381 |
9,763,637 117,000 281,381 |
3,257,132 70,000 144.462 |
3,257,132 70,000 144,462 |
| 3,739,790 | 7,052,808 | ||
| 1,051,150 480,000 |
1,051,150 480,000 |
159,285 29,498 |
159,285 29,498 |
| \$ | 2007 \$ |
Consolidated |
Valuation approach
Net fair values of financial assets and liabilities are determined by the Group on the following basis:
Recognised financial instruments
The net fair value of listed shares are determined by valuing them at the current quoted market bid price adjusted for transaction costs necessary to realise the asset.
Interest bearing loan and finance lease liability
The fair value estimated as the present value of future cash flows, discounted at market interest rates for homogeneous loans and lease agreements. The estimated fair value reflects change in interest rates.
Liquidity risk management $(d)$
At the balance sheet date the Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
$(e)$ Credit risk
At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet.
COMMITMENTS 23
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Company and the Group are required to perform minimum exploration work to meet the minimum expenditure requirements specified by various State governments. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report.
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 s |
2006 \$ |
2007 \$ |
2006 \$ |
|
| Exploration commitments payable not provided for in the financial report: Within one year |
3,298,500 | 52,527 | ||
| Finance lease commitments | ||||
| Finance lease commitments are payable as follows: |
||||
| Within one year | 8,719 | 8,719 | ||
| One year or later and no later than 5 years | 41,461 | 41,461 | ||
| Total minimum lease payments | 50.180 | 50,180 | ||
| Less: future lease financial changes | (20,682) | (20,682) | ||
| Present value of minimum lease payments | 29,498 | 29,498 | ||
| Lease liabilities provided for in the financial statements: |
||||
| Current | 6.846 | 6,846 | ||
| Non-current | 22,652 | 22,652 | ||
| Total lease liability | 29,498 | 29,498 |
CONTINGENT LIABILITIES 24
The details and estimated maximum amounts of contingent liabilities that may become payable are set out below. The Directors are not aware of any circumstance or information which could lead them to believe that these liabilities will crystallise and consequently no provisions are included in the financial statements in respect of these matters.
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 \$ |
2006 \$ |
2007 \$ |
2006 \$ |
|
| Litigation Constructive trust claim over the Kanowna Securities. Refer below. |
277,000 | 277,000 | 277,000 | 277,000 |
| Guarantees A quarantee has been provided to support unconditional environmental performance bonds |
117,000 | 70.000 | 117,000 | 70,000 |
| Indemnities $^{\rm 1}$ | ||||
| Total estimated contingent liabilities | 394,000 | 347.000 | 394,000 | 347,000 |
Indemnities have been provided to Directors and certain executive officers of the Company in respect of liabilities to third parties arising from their positions, except where the liability arises out of conduct involving a lack of good faith. No monetary limit applies to these agreements and there are no known obligations outstanding at 30 June 2007.
Constructive Trust Claim
Resolution of matters arising from 1998
In the period September to December 1998 management control of TNG was held by interests associated with Davis Samuel Pty Ltd (Davis Samuel). The Davis Samuel nominee Directors committed TNG to a series of transactions involving expenditure totalling \$1,526,000. The Australian Securities Exchange Ltd (ASX) ruled that the transactions required shareholder approval. Shareholders subsequently voted against approving the transactions.
In December 1998, TNG entered into a settlement agreement with Davis Samuel and its Directors which effectively provided for the repayment of the funds expended, and TNG would in turn transfer its shares and options in Kanowna Lights Limited (the Kanowna Securities) to Davis Samuel.
The Commonwealth of Australia (the Commonwealth) in proceedings in the Supreme Court of the Australian Capital Territory claimed that it was entitled to a constructive trust over the Kanowna Securities and obtained an injunction preventing TNG from selling or otherwise disposing of them. The Commonwealth has claimed that as constructive trustee, the Commonwealth claims TNG is liable to account for the market value of the shares at the time they were acquired. The Commonwealth gave an undertaking as to damages.
Subsequently, in September 1999, Davis Samuel purported to rescind the December 1998 Settlement Agreement.
The Commonwealth is on notice that if TNG suffers damages as a result of the Commonwealth's injunction, and the Commonwealth ultimately fails to prove its constructive trust claim, TNG will claim the damages from the Commonwealth.
Legal action against Davis Samuel
TNG, as a party to the proceedings instituted by the Commonwealth, issued cross-claims against Davis Samuel and several other parties including Messrs Allan Endresz, Peter Cain, William Forge, David Muir and Peter Clark.
DEED OF CROSS GUARANTEE 25
Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998 the wholly owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and Directors reports.
It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor, payment in full, in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act 2001, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up.
The subsidiaries subject to the Deed are Connaught Mining NL and Enigma Mining Limited. In accordance with the terms of the Class Order a consolidated income statement and consolidated balance sheet comprising the entities that are party to the Deed as set out below.
| Consolidated | ||
|---|---|---|
| 2007 | 2006 | |
| \$ | \$ | |
| Income Statement | ||
| Loss before income tax | (5, 224, 623) | (186, 393) |
| Income tax benefit | ||
| Loss after related income tax expense | (5,224,623) | (186, 393) |
| Loss | (5, 224, 623) | (186, 393) |
| Retained earnings at beginning of year | 2,022,024 | 1,659,100 |
| Other reserves | 7,730,436 | 549,317 |
| Retained earnings at end of year | 4,527,837 | 2,022,024 |
| Balance Sheet | ||
| Cash assets | 9,774,434 | 3,323,629 |
| Trade and other receivables | 125,482 | 125,376 |
| Other assets | 23,645 | 39,740 |
| Total current assets | 9,923,561 | 3,488,745 |
| 6,381,887 | 5,608,092 | |
| Other financial assets Plant & equipment |
327,078 | 122,315 |
| Exploration and evaluation expenditure | 3,997,090 | 3,677,459 |
| Total non-current assets | 10,706,055 | 9,407,866 |
| Total assets | 20,629,616 | 12,896,611 |
| Trade and other payables | 578,290 | 85,467 |
| Interest-bearing liabilities | 6,846 | |
| Provisions | 32,850 | 22,013 |
| Total current liabilities | 611,140 | 114,326 |
| Interest-bearing liabilities | 22,652 388,217 |
|
| Amounts owing to controlled entity Total non-current liabilities |
410,869 | |
| Total liabilities | 611,140 | 525,195 |
| Net assets | 20,018,476 | 12,371,416 |
| Issued capital | 15,490,639 | 9,346,022 |
| Reserves | 1,003,370 | |
| Retained earnings | 4,527,837 | 2,022,024 |
| Total equity | 20,018,476 | 12,371,416 |
26 CONSOLIDATED ENTITIES
| Country of Incorporation |
2007 $%$ of Ownership |
2006 $%$ of Ownership |
||
|---|---|---|---|---|
| (a) | Consolidated - TNG Limited | |||
| Subsidiaries | ||||
| Connaught Mining NL | Australia | 100 | 100 | |
| Enigma Mining Limited | Australia | 100 | 100 | |
| Tennant Creek Gold (NT) Pty Ltd | Australia | 100 | 100 | |
| Manbarrum Mining Pty Ltd | Australia | 100 | 100 | |
| TNG Energy Pty Ltd 1 1 Direct subsidiary of Enigma Limited |
Australia | 100 | ||
| 2007 \$ |
2006 \$ |
|||
| Acquisitions of entities | ||||
| During the year, the Company incorporated a new 100% owned subsidiary and acquired all the ordinary shares of TNG Energy Pty Ltd. Details of the acquisitions are as follows (in aggregate): |
||||
| Consideration (cash) | 100 | |||
| Consideration (non cash) | ||||
| Total consideration | 100 | |||
| Fair value of assets of entities acquired: | ||||
| Loan | 100 | |||
| Total | 100 | |||
AVAILABLE-FOR-SALE INVESTMENTS 27
Thor Mining PLC
Available-for-sale investments consist of an investment in Thor, a company listed on the Australian Securities Exchange ("ASX") and the Alternative Investment Market ("AIM") and which operates in mineral exploration.
Prior to 27 September 2006, the company equity accounted for its investment in Thor. A share issue by Thor on this date resulted in dilution of the company's ownership interest and as a result it has been determined that the company no longer exerts significant influence over Thor and that equity accounting for the investment is no longer appropriate.
At 31 December 2006, the company held an 11.63% ownership interest in Thor (15,100,000 shares). On 29 June 2007 TNG distributed its holding in Thor Mining PLC in the form of a capital reduction. At the time of the in specie distribution TNG held 15,100,000 Thor shares and 7,500,000 warrants. The change in the fair value of the warrants up to the in specie distribution was \$1,762,500 recognised as financial income in the income statement. After the distribution of 29 June 2007 TNG held 1,093,817 shares, the listed share price of Thor on this date was \$0.385 per share which equated to a market value of \$421,120. Thor warrants after distribution was 216,445 with a listed warrant price of \$0.235 equating to a value of \$50,865. The total market value of the company's interest in Thor Mining PLC at 29 June 2007 is \$471,984.
Thor is classified as an available-for-sale financial asset. Subsequent to initial recognition Thor was measured at fair value and changes therein is recognised as a component of equity. When the available-for-sale asset is derecognised, the cumulative gain or loss is transferred to profit and loss. For Thor the changes in fair value that has now been recognised in the profit and loss is \$5,365,674.
Batavia Mining Limited
Prior to 29 June 2007 TNG accounted for its investment in Batavia using the equity method. This was a result of two directors of TNG, Messrs Smith and Biddle, were on the Board throughout the period and in addition, the Company Secretary and CFO of TNG, Mr Delaney, and was elected to the Batavia Board on 29 November 2006. As a result it was determined that TNG exercised significant influence over Batavia, accordingly the Company applied the equity method of accounting in accordance with AASB 128.
On 29 June 2007, TNG also distributed its holding in Batavia. At the time of the distribution TNG had 16,293,232 Batavia shares. After the distribution TNG held 1,119,564, the listed price of Batavia on this date was \$0.13 which equated to a total market value of \$145,543.
| Principal Activity | Country of incorporation |
Reporting Date |
Ownership | ||
|---|---|---|---|---|---|
| 30 June 2007 |
30 June 2006 |
||||
| Thor Mining PLC | Mining exploration | ||||
| and development in Australia |
UK | 30 June | 0.01% | 23.48% | |
| Batavia Mining Ltd | Mining exploration and development |
Aust | 30 June | 0.01% | 13.04% |
| Batavia Mining | |||||
| 2007 Consolidated |
Limited \$ |
||||
| Net book value at 1 July | 3,603,587 | ||||
| Additional investment Share of profit |
980,964 498,660 |
||||
| Impairment In-specie distribution |
(2,965,091) (1,972,577) |
||||
| 145,543 | |||||
| 2006 | Thor Mining PLC |
Batavia Mining Limited |
Total | ||
| Consolidated | \$ | \$ Restated |
Ś. Restated |
||
| Revenue (100%) | 185,017 | 185,017 | |||
| Loss (100%) | (1,626,831) | (1,678,940) | (3,305,771) | ||
| Share of associate loss | (381,980) | (268, 702) | (650,682) | ||
| Total assets (100%) | 4,912,324 | 20,052,543 | 24,964,867 |
$(217, 338)$
4,694,986
681,959
Net assets Share of associates net assets-equity accounted
Total liabilities (100%)
$(1, 357, 746)$
23,607,121
4.285,546
$(1, 140, 408)$
18,912,135
3,603,587
NOTES TO THE STATEMENTS OF CASH FLOWS 28
Reconciliation of cash flows from operating activities $(a)$
| Consolidated | The Company | |||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| \$ | s Restated |
\$ | \$ Restated |
|
| (Loss)/profit from ordinary activities after | ||||
| income tax | (5,652,091) | 620,323 | (5,674,788) | 327,585 |
| Add/(less) items classified as | ||||
| investing/financing activities: | ||||
| Gain on sale of tenements | (941,844) | (557, 837) | ||
| Gain on sale of investments | (7, 128, 174) | (305, 349) | (6, 126, 172) | (264, 166) |
| Investing fees received | (63, 846) | (63, 847) | ||
| Non-refundable deposit on sale of | ||||
| tenements | (50,000) | |||
| Add/(less) non-cash items: | ||||
| Depreciation and amortisation | 263,489 | 44,115 690 |
113,367 | 42,851 690 |
| Write off of plant and equipment | 8,504,073 | 549,317 | 8,504,073 | 549,317 |
| Share based payments Reversal of associate diminution |
(1, 103, 347) | (1, 103, 347) | ||
| Impairment in investments | 2,965,091 | 1,981,926 | ||
| Share of (profit)/loss in associates | (498, 660) | 650,682 | ||
| Write down in exploration costs | 12,936 | |||
| Foreign exchanges loss/(gain) | (1, 542) | (1, 542) | ||
| Adjustment to investment | (849, 408) | (202,765) | ||
| (1, 583, 336) | (1,400,209) | (1, 201, 594) | (1, 273, 061) | |
| Change in assets and liabilities: | ||||
| Increase/(decrease) in current payables, | ||||
| borrowing and provisions | 458,622 | (110, 535) | 299,915 | (184, 459) |
| (Increase)/decrease in current receivables | (96, 575) | 343,337 | 11,207 | 220,561 |
| Net cash used in operating activities | (1, 221, 289) | (1, 167, 407) | (890,472) | (1, 236, 959) |
29 EMPLOYEE BENEFITS
| Consolidated | The Company | ||||
|---|---|---|---|---|---|
| Note | 2007 \$ |
2006 \$ |
2007 s |
2006 \$ |
|
| Aggregate liability for employee benefits, including on-costs |
|||||
| Current Employee benefits provision |
17 | 32,850 | 22,013 | 32,850 | 22,013 |
Defined contribution superannuation funds
The Group made contributions to the employees' nominated superannuation funds. The amount recognised as an expense was \$59,182 for the financial year ended 30 June 2007 (2006: \$14,782).
Share-based payments
Summary of options over unissued ordinary shares granted.
The following share-based payment arrangements are in existence:
| Options series |
Number | Not vested | Grant date | Expiry date | Exercise price \$ |
Fair value \$ |
Vesting date |
|---|---|---|---|---|---|---|---|
| 1.400.000 | 30 Nov 2006 | 30 Nov 2007 | \$0.230 | \$0.281 | |||
| $\overline{2}$ | 1,500,000 | 500,000 500,000 |
5 April 2007 | 31 Dec 2011 | \$0.380 | \$0.289 | 31 May 2008 31 May 2009 |
| 3 | 3,600,000 | 1,200,000 1,200,000 1,200,000 |
5 April 2007 | 31 Dec 2011 | \$0.380 | \$0.289 | 31 Dec 2007 31 Dec 2008 31 Dec 2009 |
| $\overline{4}$ | 10,000,000 | - | 19 June 2007 | 31 May 2010 | \$0.500 | \$0.394 | |
| 5 | 2,500,000 | $\overline{\phantom{a}}$ | 27 June 2007 | 31 May 2010 | \$0.500 | \$0.740 | $\bullet$ |
The fair value of equity share options granted is estimated at the issue date using the Black-Scholes model, taking into account the terms and conditions upon which the options are granted. The following table lists the inputs to the model used for the years ended 30 June 2007.
| Grant date | 30 Nov 2006 | 5 April 2007 | 19 June 2007 | 27 June 2007 |
|---|---|---|---|---|
| Dividend yield | \$0.49 | \$0.42 | \$0.65 | \$1.05 |
| Underlying security spot price Exercise price |
\$0.23 | \$0.38 | \$0.50 | \$0.50 |
| Standard deviation of returns Risk free rate |
60.00% 6.02% |
80.00% 6.09% |
80.00% 6.48% |
80.00% 6.42% |
| Expiration period Black Scholes valuation |
1 vear \$0.281 |
4-7 years \$0.289 |
$2-8$ years \$0.394 |
$2-8$ years \$0,740 |
| A - --- -- - -- |
| Share-based payments | Consolidated | Company | ||
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| Employee Options granted Consultant Options granted |
4,749,871 2,314,202 |
99,317 450,000 |
4,749,871 2,314,202 |
99.317 450,000 |
| Total share-based payment | 7.064.073 | 549,317 | 7.064.073 | 549.317 |
Reconciliation of movement in employee share-based options in issue:
| Consolidated and Company 2007 | |||||
|---|---|---|---|---|---|
| Options series |
Number of options at beginning of vear |
Options granted |
Options lapsed |
Options exercised |
Number of options at end of year on issue |
| 4,250,000 | (4,250,000) | ||||
| 2 | 4,700,000 | $\blacksquare$ | (4,700,000) | ||
| 3 | 2,950,000 | $\blacksquare$ | (2,950,000) | ||
| 4 | 3,000,000 | $\overline{\phantom{a}}$ | (3,000,000) | ||
| 5 | 2,500,000 | - | (1,000,000) | 1,500,000 | |
| 6 | 5,100,000 | $\overline{\phantom{0}}$ | 5,100,000 | ||
| 10,000,000 | 10,000,000 | ||||
| 8 | 2,500,000 | 2,500,000 |
Options granted to Directors are disclosed under Note 31.
KEY MANAGEMENT PERSONNEL DISCLOSURES 30
Details of key management personnel $(a)$
| Directors | |
|---|---|
| John W Barr | (Chairman) |
| Neil G Biddle | (Managing Director) |
| Michael P Bowen | (Non-executive Director) |
| Edward J Fry | (Non-executive Director, appointed 28 November 2006) |
| Terence N Smith | (Non-executive Director) |
| Executives | |
| Damian P Delaney | (Company Secretary) |
| Paul E Burton | (Exploration Manager, appointed 22 January 2007) |
Compensation of key management personnel $(b)$
Compensation by category
| Compensation by category | Consolidated | The Company | ||
|---|---|---|---|---|
| 2007 s. |
2006 s |
2007 S |
2006 S |
|
| Key Management Personnel | ||||
| Short-term | 842,500 | 462,905 | 842.500 | 462,905 |
| Post-employment | 23,932 | 14,416 | 23.932 | 14,416 |
| Share-based payments | 4,600,267 | 47.133 | 4,600,267 | 47,133 |
| 5,466,699 | 524,454 | 5,466.699 | 524,454 |
Information regarding individual Directors and executives compensation and some equity disclosure as permitted by Corporations Regulation 2M.3.03 and 2M.6.04 is provided in the Remuneration Report section of the Directors Report on pages 17 to 29.
Equity instruments $(c)$
All options refer to options over ordinary shares of TNG, which are exercisable on a one for one basis as approved by shareholders.
Options and rights over equity instruments
During the reporting period, the following options over ordinary shares were granted to Directors and executives and approved by shareholders.
The movement during the reporting period in the number of options over ordinary shares in TNG held, directly, indirectly or beneficially, by each key management personnel, including their personallyrelated entities, is as follows:
Movements in Options
| Held at 1 July 2006 |
Granted as remuneration |
Other Changes 3 |
Exercised | Held at 30 June 2007 |
Vested and exercisable at 30 June 2007 |
|
|---|---|---|---|---|---|---|
| Directors | ||||||
| John W Barr | 5,099,999 | 3,000,000 | (1,830,999) | (3,269,000) | 3,000,000 | 3,000,000 |
| Neil G Biddle | 7,669,642 | 3,000,000 | (1,140,000) | (6,529,642) | 3,000.000 | 3,000,000 |
| Michael P Bowen | 2,185,088 | 2,000,000 | (2,185,088) | 2,000,000 | 2,000,000 | |
| Edward J Fry + | 1,500,000 | $\bullet$ | $\blacksquare$ | 1,500,000 | 1,500,000 | |
| Terence N Smith | 3.510.087 | 2,000,000 | (260,087) | (3,250,000) | 2.000.000 | 2.000,000 |
| Executives | ||||||
| Damian P Delaney | 1,400,000 | 1,500,000 | ٠ | (1,400,000) | 1,500,000 | |
| Paul Burton 2 | 1,500,000 | - | 1,500,000 | 500,000 |
$\mathbf{1}$
$\overline{2}$ $\overline{\mathbf{3}}$
Appointed 28 November 2006
Appointed Exploration Manager 22 January 2007
All other changes during the year were disposals off market at published market rates at the date of the transaction
| Held at 1 July 2005 |
Granted as remuneration |
Other Changes 4 |
Exercised | Held at 30 June 2006 |
Vested and exercisable at 30 June 2006 |
|
|---|---|---|---|---|---|---|
| Directors | ||||||
| John W Barr | 3,000,000 | $\blacksquare$ | 3,799,999 | (1,700,000) | 5,099,999 | 5,099,999 |
| Neil G Biddle | 5,000,000 | - | 4,169,642 | (1,500,000) | 7.669.642 | 7,669,642 |
| Michael P Bowen | 1,750,000 | $\blacksquare$ | 1,085.088 | (650,000) | 2.185.088 | 2,185,088 |
| Terence N Smith | 2,000.000 | ۰ | 1,510,087 | $\overline{\phantom{a}}$ | 3.510.087 | 3,510,087 |
| Executives | ||||||
| Damian P Delaney 3 | 1,400,000 | 1,400,000 | 466,667 | |||
| Chris Bath - | 2,000,000 | $\overline{\phantom{a}}$ | (800,000) | (1,200,000) | ||
| Pedro Kastellorizos 2 | 200,000 | (200,000) |
Resigned 30 September 2005
Resigned 3 January 2006 $\mathbf{1}$ $\overline{2}$
Appointed Company Secretary 4 November 2005
Acquired as a result of participation in capital raising during the year
2,500,000 options issued April 2007 are held by executives are granted but not vested.
No amounts remain unpaid on the options exercised during the financial year at year end.
Equity holdings and transactions
The movement during the reporting period in the number of ordinary shares of TNG held, directly, indirectly or beneficially, by each key management personnel, including their personally-related entities is as follows:
| Held at 1 July 2006 |
Purchases | Received on exercise of options |
Sales | Other | Held at 30 June 2007 |
|
|---|---|---|---|---|---|---|
| Directors | ||||||
| John W Barr | 8,700,000 | 500,000 | 3,269,000 | (1,469,000) | 120,000 | 11,120,000 |
| Neil G Biddle | 5,761,868 | 2,790,250 | 6,529,642 | (5, 125, 135) | 400,000 | 10,356,625 |
| Michael P Bowen | 750.002 | 2,185,088 | 330,000 | 3,265,090 | ||
| Edward J Fry 1 | 26.785 | 400,000 | 426,785 | |||
| Terence N Smith | 1,600,000 | 22,710 | 3,250,000 | 400.000 | 5,272,710 | |
| Executives | ||||||
| Damian P Delaney | 1,400,000 | 70,000 | 1,470,000 | |||
| Paul Burton 2 | $\blacksquare$ |
Appointed 28 November 2006
Appointed Exploration Manager 22 January 2007 $\overline{2}$
| Held at 1 July 2005 |
Purchases | Received on exercise of options |
Sales | Other | Held at 30 June 2006 |
|
|---|---|---|---|---|---|---|
| Directors | ||||||
| John W Barr | 9.000.000 | 1,700,000 | (2,000.000) | 8,700,000 | ||
| Neil G Biddle | 6.263.372 | 25,000 | 1,500,000 | (2,026,504) | 5,761,868 | |
| Michael P Bowen | 793.747 | 650,000 | (693.745) | 750.002 | ||
| Terence N Smith | 1.647.016 | (47.016) | 1,600,000 | |||
| Executives | ||||||
| Damian P Delaney 3 | ||||||
| Chris Bath 1 | 649.985 | 1,200,000 | (852.635) | (997,350) | ||
| Pedro Kastellorizos 2 | 200.000 | (200.000) |
Resigned 30 September 2005
$\overline{2}$
Resigned 3 January 2006
Appointed Company Secretary 4 November 2005 $\overline{\mathbf{3}}$
Other transactions with key management personnel $(d)$
A number of key management personnel, or their personally-related entities, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.
A number of these entities transacted with the Company or its subsidiaries in the reporting period. Their terms and conditions of those transactions were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an arm's length basis.
The aggregate amounts recognised during the year relating to specified key management personnel and their personally-related entities, were total revenue of \$Nil and total net expense after reimbursement of office costs of \$93,958 (2006: \$120,892). Details of the transactions are as follows:
| Specified Directors | Transaction | Note | 2007 | 2006 |
|---|---|---|---|---|
| Neil G.Biddle | Corporate charters | $\left(1\right)$ | 31,700 | 38.820 |
| Michael P.Bowen | Legal fees | (ii) | 62.258 | 81.602 |
- The Company used the services of Hannan Street Corporate Charters, an entity of which Mr Neil $(i)$ G Biddle is a related party.
- The Company used the legal services of Hardy Bowen Lawyers, a legal firm of which Mr Michael $(iii)$ P Bowen is a partner.
Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
NON KEY MANAGEMENT PERSONNEL DISCLOSURES $31$
Wholly owned Group transactions $(a)$
Details of interests in wholly owned controlled entities are set out in Note 25. Details of these dealings are set out below.
Loans
Loans between entities in the wholly owned Group are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the Company.
Transactions
| . | The Company | |
|---|---|---|
| 2007 | 2006 | |
| Balances with entities in the wholly-owned Group Receivable - non current Provision for non recovery |
1,626,203 (1,626,203) |
1,626,203 (1,626,203) |
| Payables $-$ non current | (456.876) | (630.080) |
$(b)$ Other related party transactions
Associates
The Company invoiced to associated entities \$759,929 (2006:\$542,452) for the reimbursement of office and administration costs during the year.
Joint venture operations
The joint venture makes the results of its research and development activities available to the Group as well as to one of the other joint venturers. No amount is paid by any of the venturers. From time to time, to support the activities of the joint venture, the venturers increase their investment in the joint venture.
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Joint venture party | Joint venture |
Principal activities |
Interest | Exploration expenditure |
||
| 2007 $\frac{0}{0}$ |
2006 $\mathbf{O}_{\mathbf{O}}$ |
2007 \$ |
2006 \$ |
|||
| Norilsk Nickel | Cawse Extended |
Nickel/Cobalt | 20% | 20% | ||
| Mines and Resources Australia Pty Ltd |
Kintore East |
Gold | 23.75% | 23.75% |
Exploration expenditure represents direct expenditure incurred by the Group.
Events subsequent to balance date 32
WDR Distribution
In February 2007, TNG executed an agreement with WDR Pty Ltd to dispose of a number of TNG's non-core tenements for a consideration of 10 million WDR shares upon a successful listing. On 19 July 2007, WDR was successfully listed on the ASX and the sale was completed.
At a general meeting held on 4 September 2007 the shareholders approved the distribution of these shares as a return of capital. The WDR shares were distributed on the basis of 1 WDR share for every 18.22 TNG shares held on the record date of 13 September 2007.
Proposed IPO of Subsidiary
The Board has approved to proceed with a further restructuring of the Company's non-core assets, including the potential sale of other tenements and the transfer of its nickel assets in Western Australia to a separate, nickel-focused listed Company. This should result in further distributions to shareholders.
Major Expenditure
Exploration expenditure since 1 July 2007 to the date of this report is \$3.2m with a further commitment of \$1.4m to November 2007.
Capital Changes
Since 1 July 2007 a director, Mr Edward J Fry, has exercised 100,000 options.
33 Prior period restatement
The comparative financial information in the half year financial report was restated in order to correctly account for the Company's derivative financial assets, being its investments in listed options in Batavia Mining Limited. These investments were not recognised in the financial reports for the half year ended 31 December 2005 and the year ended 30 June 2006.
This omission had the effect of understating the derivative financial assets by \$144,867 at 31 December 2005 and the derivative financial assets by \$370,950 and the equity accounted investment in Batavia by \$545,756 at 30 June 2006. In addition, the impact of changes in the fair values of the derivative financial assets was not recognised in the income statement in either reporting period.
The prior period comparatives impacted by the omission, including earnings per share, have been restated as shown below:
| Consolidated | 30 June 2006 \$ |
Adjustment \$ |
30 June 2006 (restated) \$ |
|---|---|---|---|
| Income Statement Change in fair value of investments held for trading |
849,408 | 849,408 | |
| Profit/(loss) after tax | (229,085) | 849,408 | 620,323 |
| Balance Sheet Financial assets held for trading Investments accounted for using the equity method |
3,739,790 | 370,950 545,756 |
370,950 4,285.546 |
| Opening retained earnings | 1,576,881 | 67,298 | 1,644.179 |
| Basic earnings per share (cents) Diluted earnings per share (cents) |
(0.255) (0.255) |
0.944 0.944 |
0.689 0.689 |
| Company | 30 June 2006 \$ |
Adjustment s |
30 June 2006 (restated) |
|---|---|---|---|
| Income Statement | |||
| Change in fair value of investments | 466.931 | 466.931 | |
| held for trading | |||
| Profit/(loss) after tax | (139,346) | 466,931 | 327,585 |
| Balance Sheet | |||
| Financial assets held for trading | 319,800 | 319,800 | |
| Available-for-sale investment | 4.164,864 | 466.931 | 4,631,857 |
| Opening retained earnings | (2, 104, 458) | 319,800 | (1,784,658) |
In accordance with a resolution of the Directors of TNG Limited I state that the financial $\mathbf{1}$ statements and notes and the additional disclosures included in the remuneration report in the Directors' report, which are designated as audited remuneration and are in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the Company's and Group's financial position as at 30 June 2007 $(i)$ and of their performance, for the financial year ended on that date; and
- complying with Accounting Standards and the Corporations Regulations 2001; and $(ii)$
- the remuneration disclosures that are contained in sections 1 to 5 of the Remuneration report $(iii)$ in the Directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.
There are reasonable grounds to believe that the Company and the controlled entities $\overline{2}$ identified in note 26 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and the controlled entities pursuant to ASIC Class Order 98/1418.
This declaration is made after receiving the declarations required to be made to Directors by 3 the chief executive officer and the chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2007.
On behalf of the Board.
John W Barr Chairman Dated at Perth 25 September 2007

Independent auditor's report to the members of TNG Limited
Report on the financial report and AASB 124 remuneration disclosures contained in the directors' report
We have audited the accompanying financial report of TNG Limited (the Company), which comprises the balance sheets as at 30 June 2007, and the income statements, statements of changes in equity and cash flow statements for the year ended on that date, a summary of significant accounting policies and other explanatory notes 1 to 33 and the directors' declaration of the Group comprising the Company and the entities it controlled at the year's end or from time to time during the financial year.
As permitted by the Corporations Regulations 2001, the Company has disclosed information about the remuneration of directors and executives (remuneration disclosures), required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading "Remuneration report" in sections 1 to 4 of the directors' report and not in the financial report. We have audited these remuneration disclosures.
Directors' responsibility for the financial report and the AASB 124 remuneration disclosures contained in the directors' report
The directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report of the Group, comprising the financial statements and notes, complies with International Financial Reporting Standards but that the financial report of the Company does not comply.
The directors of the Company are also responsible for the remuneration disclosures contained in the directors' report.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is also to express an opinion on the remuneration disclosures contained in the directors' report based on our audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors' report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors' report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors' report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the directors' report.

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company's and the Group's financial position and of their performance and whether the remuneration disclosures are in accordance with Australian Accounting Standard AASB 124.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Statement of continued independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of TNG Limited on 25 September 2007, would be unchanged if provided to the directors as at the date of this auditor's report.
Auditor's opinion on the financial report
In our opinion:
- (a) the financial report of TNG Limited is in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the Company's and the Group's financial position as at 30 June $(i)$ 2007 and of their performance for the year ended on that date; and
- (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
- (b) the consolidated financial report also complies with International Financial Reporting Standards as disclosed in note 2.
Auditor's opinion on AASB 124 remuneration disclosures contained in the directors' report
In our opinion the remuneration disclosures that are contained in sections 1 to 4 of the Remuneration report of the directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.
KPMG
Phoberson
J G Robinson Partner
Perth 28 September 2007
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.
Shareholdings (as at 21 September 2007)
Substantial shareholders
Substantial holders in the Company are set out below:
| Shareholder | Number | Percentage |
|---|---|---|
| RAB Special Situations (Master) Fund Limited | 18.370.869 | 10.08% |
| CBH Resources Limited | 16.194,065 | 8.89% |
| Mr J W Barr | 11,120,000 | 6.10% |
| Mr N Biddle | 10.356,625 | 5.68% |
Class of shares and voting rights
- at meetings of members or classes of members each member entitled to vote may vote in $(a)$ person or by proxy or attorney; and
- on a show of hands every person present who is a member has one vote, and on a poll every $(b)$ person present in person or by proxy or attorney has one vote for each ordinary share held.
On-market buy-back
There is no current on-market buy-back.
Distribution of equity securities as at 21 September 2007
| Category | Ordinary Shares |
|---|---|
| $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over |
116 570 417 709 186 1,998 |
The number of shareholders holding less than a marketable parcel is 65.
Twenty largest shareholders as at 21 September 2007
| Name | Number of shares held |
Percentage of shares held |
|---|---|---|
| ANZ Nominees Limited | 24,426,673 | 13.41% |
| HSBC Custody Nominees (Australia) Limited - A/C 3 (RAB SS Master Fund) |
18,370,869 | 10.08% |
| CBH Resources Limited | 16,194,065 | 8.89% |
| Biddle Partners Pty Ltd | 9,806,625 | 5.38% |
| Kensington Consulting Pty Ltd | 7,050,000 | 3.87% |
| Mr Terry Lillis | 3,330,607 | 1.83% |
| Kensington Capital Pty Ltd | 3,300,000 | 1.81% |
| Bouchi Pty Ltd | 3,265,090 | 1.79% |
| Mr Alistair W Mackie | 3,250,000 | 1.78% |
| Teas Nominees Pty Ltd | 3,022,710 | 1.66% |
| Penfold Developments Pty Ltd | 3,000,000 | 1.65% |
| Ashton Drilling Services Pty Ltd | 2,500,000 | 1.37% |
| Khumbu Pty Ltd | 2.465,000 | 1.35% |
| Cornerstone Advisors Pty Ltd | 2,000,000 | 1.10% |
| Citicorp Nominees Pty Ltd | 1,540,173 | 0.85% |
| Bonsmith Pty Ltd | 1,550,000 | 0.85% |
| Willvest Pty Ltd | 1,483,500 | 0.81% |
| Cape Birchington Pty Ltd | 1,400,000 | 0.77% |
| Mr Michael K Ashton | 1,300,000 | 0.71% |
| Megamin Resources Pty Ltd | 1,100,000 | 0.60% |
The Group holds an interest in the following tenements or tenement applications:
| Prospect | Tenements | Equity |
|---|---|---|
| Warramunga Project | ELA25581, ELA25582, ELA25587, | 100% |
| EL24471, MLC647 | ||
| Burt Range Shelf | E80/3772 (Application) | 100% |
| Carlton Shelf | E80/3816 (Application) | 100% |
| Cawse Extended | M24/547, M24/548, M24/549, | 20% free carried to production, or can be converted to a 2% net smelter |
| M24/550 | return on ore mined. Unicorn Pit is | |
| now excised and a wet tonne royalty | ||
| applies. | ||
| Croker Island Project | ELA24640, ELA26049 | 100% |
| Goddard's Copper | 100% | |
| Prospect | ELA24260 | |
| Kintore East | M16/281, M16/282 | Diluting from 49% to 2% gold return |
| interest on production. Current percentage interest is 23.75%. |
||
| Manbarrum | A24518, EL24395, EL25646, | 100% |
| EL25470 | ||
| McTavish | M40/77, M40/119, M40/157, | 3% gross royalty (third party retains a |
| M40/194, P40/1001, P40/1002 | 25% interest in TNG's interest) | |
| Melville Island Bauxite | ELA24628 | 100% |
| Project | ||
| Mt Peake | EL23271, EL23074 | 100% |
| Peterman Ranges | ELA26383, ELA25564, ELA26384, ELA25562, ELA26382 |
100% |
| Legend | ||
| А. | Authorisation (equivalent or Exploration Licence) | |
| Exploration Е. |
||
| Exploration Licence EL: Exploration Licence Application ELA: |
||
| Mining м. |
||
| Mineral Land Council MLC: |
||
| P: Prospecting |
||
| Unlisted Options | ||
| Unlisted options exercisable @ \$0.50 expiring 31 March 2010 | ||
| Total on issue | 12,500,000 | |
| Number of holders | 7 | |
| Holders with 20% or more: | 3,000,000 | |
| Kensington Consulting Pty Ltd Hatched Creek Pty Ltd |
3,000,000 | |
| Unlisted options exercisable @ \$0.38 expiring 31 December 2011 | ||
| Total on issue | 5,100,000 | |
| Number of holders | 5 | |
| Holders with 20% or more: Paul E Burton |
1,500,000 | |
| Cape Birchington Pty Ltd | 1,500,000 | |
| Simon Dorling | 1,500,000 | |
| Unlisted options exercisable @ \$0.23 expiring 30 November 2007 | ||
| Total on issue | 1,400,000 1 |
|
| Number of holders Holder with 20% or more: |
||
| Edward J Fry | 1,400,000 |