RNS Number:4050D
Gippsland Limited
28 September 2004
28 September 2004
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2004
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
CORPORATE GOVERNANCE STATEMENT
The Board of Gippsland Limited is responsible for its corporate governance, that
is, the system by which the Company and its controlled entities ("the Group")
are managed.
1. Board of Directors
1.1 Role of the Board and Management
The Board represents shareholders' interests in continuing a successful
business, which seeks to optimise medium to long-term financial gains for
shareholders. By focusing on long-term gains for shareholders, the Board
believes that this will ultimately result in the interests of all stakeholders
being appropriately addressed when making business decisions.
The Board is responsible for ensuring that the Group is managed in such a way to
best achieve this desired result. Given the current size and operations of the
business, the Board currently undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for
the Group, establishing goals for management and monitoring the achievement of
these goals. The Executive Chairman is responsible to the Board for the
day-to-day management of the Group.
The Board has sole responsibility for the following:
*Appointing and removing the Executive Chairman and any other executives
and approving their remuneration;
*Appointing and removing the Company Secretary / Chief Financial Officer
and approving their remuneration;
*Determining the strategic direction of the Group and measuring
performance of management against approved strategies;
*Review of the adequacy of resources for management to properly carry out
approved strategies and business plans;
*Adopting operating and capital expenditure budgets at the commencement of
each financial year and monitoring the progress by both financial and
non-financial key performance indicators;
*Monitoring the Group's medium term capital and cash flow requirements;
*Approving and monitoring financial and other reporting to regulatory
bodies, shareholders and other organisations;
*Determining that satisfactory arrangements are in place for auditing the
Group's financial affairs;
*Review and ratify systems of risk management and internal compliance and
control, codes of conduct and compliance with legislative requirements; and
*Ensuring that policies and compliance systems consistent with the Group's
objectives and best practice are in place and that the Company and its
officers act legally, ethically and responsibly on all matters.
The Board's role and the Group's corporate governance practices are being
continually reviewed and improved as required.
1.2 Composition of the Board and New Appointments
The Company currently has the following Board members:
Robert John Telford Executive Chairman and Managing Director
John Morrison Chisholm Non-Executive Director
John Damian Kenny Non-Executive Director
The Company's Constitution provides that the number of directors shall not be
less than three and not more than ten. There is no requirement for any
shareholding qualification.
The Board considers that the Company is not currently of a size, nor are its
affairs of such complexity to justify the appointment and further expense of an
independent Non-Executive Chairman and additional independent Non-Executive
Directors. The Board believes that the individuals on the Board can make, and do
make, quality and independent judgments in the best interests of the Company on
all relevant issues.
If the Company's activities increase in size, nature and scope the size of the
Board will be reviewed periodically as well as the optimum number of directors
required for the Board to properly perform its responsibilities and functions.
The membership of the Board, its activities and composition is subject to
periodic review. The criteria for determining the identification and appointment
of a suitable candidate for the Board shall include quality of the individual,
background of experience and achievement, compatibility with other Board
members, credibility within the Company's scope of activities, intellectual
ability to contribute to Board's duties and physical ability to undertake
Board's duties and responsibilities.
Directors are initially appointed by the full Board subject to election by
shareholders at the next Annual General Meeting. Under the Company's
Constitution the tenure of Directors (other than the Managing Director) is
subject to reappointment by shareholders not later than the third anniversary
following his last appointment. Subject to the requirements of the Corporations
Act 2001, the Board does not subscribe to the principle of retirement age and
there is no maximum period of service as a Director. A Managing Director may be
appointed for any period and on any terms the Directors think fit and, subject
to the terms of any agreement entered into, the Board may revoke any
appointment.
1.3 Committees of the Board
The Board considers that the Company is not currently of a size, nor are its
affairs of such complexity to justify the formation of separate or special
committees at this time. The Board as a whole is able to address the governance
aspects of the full scope of the Company's activities and to ensure that it
adheres to appropriate ethical standards.
The Board has also established a framework for the management of the Group
including a system of internal controls, a business risk management process and
the establishment of appropriate ethical standards.
The full Board currently holds meetings at such times as may be necessary to
address any general or specific matters as required.
In the absence of an audit committee, the Board when required sets aside time at
Board meetings to deal with the issues and responsibilities usually delegated to
the audit committee so as to ensure the integrity of the financial statements of
the Company and the independence of the external auditor.
The Board in its entirety reviews the audited annual and half-yearly financial
statements and any reports which accompany published financial statements.
The Board in its entirety considers the appointment of the external auditor and
reviews the appointment of the external auditor, their independence, the audit
fee and any questions of resignation or dismissal.
If the Group's activities increase in size, scope and nature, the appointment of
separate or special committee's will be reviewed by the Board and implemented if
appropriate.
1.4 Conflicts of Interest
In accordance with the Corporations Act 2001 and the Company's Constitution,
Directors must keep the Board advised, on an ongoing basis, of any interest that
could potentially conflict with those of the Company. Where the Board believes
that a significant conflict exists the Director concerned does not receive the
relevant board papers and is not present at the meeting whilst the item is
considered.
1.5 Independent Professional Advice
The Board has determined that individual Directors have the right in connection
with their duties and responsibilities as Directors, to seek independent
professional advice at the Company's expense. The engagement of an outside
adviser is subject to prior approval of the Chairman and this will not be
withheld unreasonably. If appropriate, any advice so received will be made
available to all Board members.
2. Ethical Standards
The Board acknowledges the need for continued maintenance of the highest
standard of corporate governance practice and ethical conduct by all Directors
and employees of the Group.
2.1 Code of Conduct for Directors
The Board has adopted a Code of Conduct for Directors to promote ethical and
responsible decision-making by the Directors. The code is based on a code of
conduct for Directors prepared by the Australian Institute of Company Directors.
The principles of the code are:
*A Director must act honestly, in good faith and in the best interests of
the Company as a whole.
*A Director has a duty to use due care and diligence in fulfilling the
functions of office and exercising the powers attached to that office.
*A Director must use the powers of office for a proper purpose, in the
best interests of the Company as a whole.
*A Director must recognise that the primary responsibility is to the
Company's shareholders as a whole but should, where appropriate, have regard
for the interest of all stakeholders of the Company.
*A Director must not make improper use of information acquired as a
Director.
*A Director must not take improper advantage of the position of Director.
*A Director must not allow personal interests, or the interests of any
associated person, to conflict with the interests of the Company.
*A Director has an obligation to be independent in judgment and actions
and to take all reasonable steps to be satisfied as to the soundness of all
decisions taken as a Board.
*Confidential information received by a Director in the course of the
exercise of directorial duties remains the property of the Company and it is
improper to disclose it, or allow it to be disclosed, unless that disclosure
has been authorised by the Company, or the person from whom the information
is provided, or is required by law.
*A Director should not engage in conduct likely to bring discredit upon
the Company.
*A Director has an obligation at all times, to comply with the spirit, as
well as the letter of the law and with the principles of the Code.
The principles are supported by guidelines as set out by the Australian
Institute of Company Directors for their interpretation. Directors are also
obliged to comply with the Company's Code of Ethics and Conduct, as outlined
below.
2.2 Code of Ethics and Conduct
The Company has implemented a Code of Ethics and Conduct, which provides
guidelines aimed at maintaining high ethical standards, corporate behaviour and
accountability within the Company. A summary of the Company's Code of Ethics and
Conduct is also available on the Company's website.
All employees and Directors are expected to:
*respect the law and act in accordance with it;
*respect confidentiality and not misuse Company information, assets or
facilities;
*value and maintain professionalism;
*avoid real or perceived conflicts of interest;
*act in the best interests of shareholders;
*by their actions contribute to the Company's reputation as a good
corporate citizen which seeks the respect of the community and environment
in which it operates;
*perform their duties in ways that minimise environmental impacts and
maximise workplace safety;
*exercise fairness, courtesy, respect, consideration and sensitivity in
all dealings within their workplace and with customers, suppliers and the
public generally; and
*act with honesty, integrity decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary
action. If an employee suspects that a breach of the Code of Ethics and Conduct
has occurred or will occur, he or she must that breach to management. No
employee will be disadvantaged or prejudiced if he or she reports in good faith
a suspected breach. All reports will be acted upon and kept confidential.
2.3 Dealings in Company Securities
The Company's Securities Trading Policy imposes basic trading restrictions on
all employees of the Company with 'inside information', and additional trading
restrictions on the Directors of the Company.
'Inside information' is information that:
*is not generally available; and
*if it were generally available, it would, or would be likely to influence
investors in deciding whether to buy or sell the Company's securities.
If an employee possesses inside information, the person must not:
*trade in the Company's securities;
*advise others or procure others to trade in the Company's securities; or
* pass on the inside information to others - including colleagues,
family or friends - knowing (or where the employee or Director should have
reasonably known) that the other persons will use that information to trade in,
or procure someone else to trade in, the Company's securities.
This prohibition applies regardless of how the employee or Director learns the
information (eg. even if the employee or Director overhears it or is told in a
social setting).
In addition to the above, Directors must notify the Company Secretary as soon as
practicable, but not later than 5 business days, after they have bought or sold
the Company's securities or exercised options. In accordance with the provisions
of the Corporations Act 2001 and the Listing Rules of the ASX, the Company on
behalf of the Directors must advise the ASX of any transactions conducted by
them in the securities of the Company.
A summary of the Company's Securities Trading Policy is available on the
Company's website.
Breaches of this policy will be subject to disciplinary action, which may
include termination of employment.
2.4 Interests of Other Stakeholders
The Company's objective is to continue to develop and ultimately aim to commence
production from the Abu Dabbab Project in Egypt. As the Company embarks upon the
development and production phases it will aim to ensure the highest standard of
environmental care is achieved in all its operations.
To assist in meeting its objective, the Company conducts its business within the
Code of Ethics and Conduct, as outlined in 2.2 above.
3. Disclosure of Information
3.1 Continuous Disclosure to ASX
The continuous disclosure policy requires all executives and Directors to inform
the Executive Chairman or in his absence the Company Secretary of any
potentially material information as soon as practicable after they become aware
of that information. The Company's Continuous Disclosure Policy is available on
its website.
Information is material if it is likely that the information would influence
investors who commonly acquire securities on ASX in deciding whether to buy,
sell or hold the Company's securities.
Information is not material and need not be disclosed if:
a) A reasonable person would not expect the information to be disclosed or
is material but due to a specific valid commercial reason is not to be
disclosed; and
b) The information is confidential; or
c) One of the following applies:
i. It would breach a law or regulation to disclose the information;
ii. The
information concerns an incomplete proposal or negotiation;
iii. The information comprises matters of supposition or is insufficiently
definite to warrant disclosure;
iv. The information is generated for internal management purposes;
v. The information is a trade secret;
vi. It would breach a material term of an agreement, to which the Company
is a party, to disclose the information;
vii. It would harm the Company's potential application or possible patent
application; or
viii. The information is scientific data that release of which may benefit
the Company's potential competitors.
The Executive Chairman is responsible for interpreting and monitoring the
Company's disclosure policy and where necessary informing the Board. The
Executive Chairman or the Company Secretary is responsible for all
communications with ASX.
3.2 Communication with Shareholders
The Company places considerable importance on effective communications with
shareholders. The Company's Shareholder Communications Strategy is available on
the Company's website.
The Group's communication strategy requires communication with shareholders and
other stakeholders in an open, regular and timely manner so that the market has
sufficient information to make informed investment decisions on the operations
and results of the Group. The strategy provides for the use of systems that
ensure a regular and timely release of information about the Group is provided
to shareholders. Mechanisms employed include:
*Announcements lodged with ASX;
*ASX Quarterly Cash Flow Reports;
*Half Yearly Report;
*Presentations at the Annual General Meeting/General Meeting's; and
*Annual Report.
The Board encourages full participation of shareholders at the Annual General
Meeting to ensure a high level of accountability and understanding of the
Group's strategy and goals.
The Company also posts all reports, ASX and media releases and copies of
significant business presentations on the Company's website at
www.gippslandltd.com
4. Risk Management
4.1 Identification of Risk
The Board is responsible for the oversight of the Group's risk management and
control framework. Responsibility for control and risk management is delegated
to the appropriate level of management within the Group with the Executive
Chairman and Chief Financial Officer having ultimate responsibility to the Board
for the risk management and control framework.
Arrangements put in place by the Board to monitor risk management include
monthly reporting to the Board in respect of operations and the financial
position of the Group.
4.2 Integrity of Financial Reporting
Commencing 30 June 2004, the Company's Executive Chairman and Chief Financial
Officer (or equivalent) report in writing to the Board that:
* the consolidated financial statements of the Company and its
controlled entities for each half and full year present a true and fair view, in
all material aspects, of the Company's financial condition and operational
results and are in accordance with accounting standards;
* the above statement is founded on a sound system of risk management
and internal compliance and control which implements the policies adopted by the
Board; and
* the Company's risk management and internal compliance and control
framework is operating efficiently and effectively in all material respects.
4.3 Role of Auditor
The Company's practice is to invite the auditor to attend the Annual General
Meeting and be available to answer shareholder questions about the conduct of
the audit and the preparation and content of the Auditor's Report.
5. Performance Review
The Board has adopted a self-evaluation process to measure its own performance
during each financial year. Also, an annual review is undertaken in relation to
the composition and skills mix of the Directors of the Company.
Arrangements put in place by the Board to monitor the performance of the Group's
executives include:
*a review by the Board of the Group's financial performance; and
*annual performance appraisal meetings incorporating analysis of key
performance indicators with each individual to ensure that the level of
reward is aligned with respective responsibilities and individual
contributions made to the success of the Company.
6. Remuneration Arrangements
The broad remuneration policy is to ensure that remuneration properly reflects
the relevant persons duties and responsibilities, and that the remuneration is
competitive in attracting, retaining and motivating people of the highest
quality. The Board believes that the best way to achieve this objective is to
provide Executive Directors and executives with a remuneration package
consisting of fixed components that reflect the person's responsibilities,
duties and personal performance.
The remuneration of Non-Executive Directors is determined by the Board as a
whole having regard to the level of fees paid to Non-Executive Directors by
other companies of similar size in the industry.
The aggregate amount payable to the Company's Non-Executive Directors must not
exceed the maximum annual amount approved by the Company's shareholders.
ASX CORPORATE GOVERNANCE COUNCIL'S PRINCIPLES OF GOOD CORPORATE GOVERNANCE AND
BEST PRACTICE RECOMMENDATIONS
The Company is committed to implementing the highest standards of corporate
governance. In determining what those high standards should involve, the Company
has turned to the ASX Corporate Governance Council's Principles of Good
Corporate Governance and Best Practice Recommendations. As consistency with the
ASX guidelines has been a gradual process, where the Company did not have
certain policies or committees recommended by the ASX Corporate Governance
Council ("the Council") in place for the entire reporting period, the Company
has identified when such policies or committees were introduced.
Where the Company's corporate governance practices do not correlate with the
practices recommended by the Council, the Company does not consider that the
practices are appropriate for the Company due to the size of the Company and its
current operations.
To illustrate where the Company has addressed each of the Council's
recommendations, the following summary cross-references each recommendation with
sections of the Corporate Governance Statement. Details of all of the
recommendations can be found on the ASX Corporate Governance Council's website
at http://www.asx.com.au/about/CorporateGovernance_AA2.shtm.
Introduction
Gippsland Limited has adopted systems of control and accountability as the basis
for the administration of corporate governance. Some of these policies and
procedures are summarised below.
The following additional information about the Company's corporate governance
practices is set out on the Company's website at www.gippslandltd.com:
* Corporate Governance Statement including disclosures and explanations;
* Summary of Code of Conduct for Directors and Key Executives;
* Summary of Securities Trading Policy;
* Summary of Continuous Disclosure Policy;
* Summary of Shareholder Communications Strategy; and
* Summary of Company Code of Ethics and Conduct.
Explanations for Departures from Best Practice Recommendations
During the financial year the Company has complied with the majority of the Ten
Essential Corporate Governance Principles and the corresponding Best Practice
Recommendations as published by the ASX Corporate Governance Council ("ASX
Principles and Recommendations"), and as detailed below:
1. ROLE OF THE BOARD AND MANAGEMENT
Council Principle 1:
Lay solid foundations for management and oversight
Council Recommendation 1.1:
Formalise and disclose the functions reserved to the Board and those delegated
to management.
The Company complies with this recommendation. Refer Section 1.1 of the
Corporate Governance Statement.
2. COMPOSITION OF THE BOARD
Council Principle 2:
Structure the Board to add value
Council Recommendation 2.1:
A majority of the Board should be independent directors.
The Board considers that a majority of its Board is independent and it does
comply with Recommendation 2.1. Refer Section 1.2 of the Corporate Governance
Statement.
While the Board strongly endorses the position that boards need to exercise
independence of judgment, it also recognises (as does ASX Corporate Governance
Council Principle 2) that the need for independence is to be balanced with the
need for skills, commitment and a workable board size. The Board believes it has
recruited members with the skills, experience and character to discharge its
duties and that any greater emphasis on independence would be at the expense of
the Board's effectiveness.
Messrs Kenny and Chisholm are Non-Executive Directors of the Company. Both
Non-Executive Directors are considered independent within the ASX Corporate
Governance Council's guidelines.
It is noted that Mr Kenny is a solicitor at Blakiston & Crabb, the major legal
providers for the Company. Mr Kenny has been directly involved in the provision
of the legal services by Blakiston & Crabb however the undertaking of this role
does not constitute Mr Kenny or Blakiston & Crabb as being material service
providers to the Company. Mr Kenny does not participate in the discussions
regarding the provision of legal services and his knowledge of the law is a
skill that the Board considers necessary to have on the Board.
Dr JM Chisholm is also a principal at Continental Resource Management Pty Ltd,
geological service providers for the Company. Dr Chisholm has been directly
involved in the provision of the geological services by Continental Resource
Management Pty Ltd, however the undertaking of this role does not constitute Dr
Chisholm or Continental Resource Management Pty Ltd as being material service
providers to the Company. Where required Dr Chisholm does not participate in the
discussions regarding the provision of geological services and his knowledge of
this specialised field is a skill that the Board considers necessary to have on
the Board.
At present the Company believes that the individuals on the Board can make, and
do make, quality and independent judgments in the best interests of the Company
on all relevant issues. 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 the Company is not currently of a size, nor are its
affairs of such complexity to justify the expense of appointing additional
independent Non-Executive Directors.
Council Recommendation 2.2:
The chairperson should be an independent director.
The Company's Chairman, Mr Robert John Telford, is considered by the Board not
to be independent in terms of the ASX Corporate Governance Council's definition
of independent Director. However the Board believes that the Chairman is able
and does bring quality and independent judgment to all relevant issues falling
within the scope of the role of a Chairman.
The Board considers that the Company is not currently of a size, nor are its
affairs of such complexity to necessitate the appointment of an independent
Non-Executive Chairman.
Refer Section 1.2 of the Corporate Governance Statement.
Council Recommendation 2.3:
The roles of chairperson and chief executive officer (Managing Director) should
not be exercised by the same individual.
While the Board recognises the importance of independence in decision-making, it
does not comply with Recommendation 2.2 as Mr Robert John Telford, the current
Executive Chairman is not an independent Director. Although Mr Telford has a
substantial interest via his substantial shareholding, the Board believes that
his extensive industry experience and previous record as Chairman makes him the
most appropriate person for the position. It is recognised by the Board that Mr
Telford has been a major force in the Company's success. In addition the Board
considers that as the Company enters its next growth stage Mr Telford's
industrial experience and strong and effective leadership will be beneficial.
Refer Section 1.2 of the Corporate Governance Statement.
Council Recommendation 2.4:
The Board should establish a nomination committee.
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 process of
reviewing the skill base and experience of existing Directors to enable
identification or attributes required in new Directors. Where appropriate
independent consultants are engaged to identify possible new candidates for the
Board.
The Board acknowledges this does not comply with Recommendation 2.4 of the ASX
Corporate Governance Guidelines. If the Company's activities increase in size,
scope and nature, the appointment of a nomination committee will be reviewed by
the Board and implemented if appropriate.
Refer Section 1.3 of the Corporate Governance Statement.
3. ETHICAL AND RESPONSIBLE DECISION-MAKING
Council Principle 3:
Actively promote ethical and responsible decision-making.
Council Recommendation 3.1:
Establish a code of conduct to guide the Directors, the chief executive officer
(or equivalent), the chief financial officer (or equivalent) and any other key
executives as to:
3.1.1 the practices necessary to maintain confidence in the Company's integrity;
3.1.2 the responsibility and accountability of individuals for reporting and
investigating reports of unethical practices.
The Company complies with this recommendation and has a Code of Conduct to guide
the Directors and key executives. Refer Section 2.1 of the Corporate Governance
Statement.
Council Recommendation 3.2:
Disclose the policy concerning trading in Company securities by Directors,
officers and employees.
The Company complies with this recommendation. Refer Section 2.3 of the
Corporate Governance Statement.
4. INTEGRITY OF FINANCIAL REPORTING
Council Principle 4:
Safeguard integrity in financial reporting
Council Recommendation 4.1:
Require the chief executive officer (or equivalent) and the chief financial
officer (or equivalent) to state in writing to the board that the Company's
financial reports present a true and fair view, in all material respects, of the
Company's financial condition and operational results and are in accordance with
relevant accounting standards.
The Company complies with this requirement. Refer Section 4.2 of the Corporate
Governance Statement.
Council Recommendation 4.2:
The Board should establish an audit committee.
The Board considers that the Company is not of a size, nor are its financial
affairs of such complexity to justify the formation of an audit committee. The
Board as a whole undertakes the selection and proper application of accounting
policies, the identification and management of risk and the review of the
operation of the internal control systems.
The Board acknowledges this does not comply with Recommendation 4.2. If the
Company's activities increase in size, scope and nature, the appointment of an
audit committee will be reviewed by the Board and implemented if appropriate.
Refer Section 1.3 of the Corporate Governance Statement.
Council Recommendation 4.3:
Structure the audit committee so that it consists of:
- only non-executive directors;
- a majority of independent directors;
- an independent chairperson, who is not chairperson of the board;
- at least three members.
Refer Council Recommendation 4.2.
Council Recommendation 4.4
The audit committee should have a formal operating charter.
Refer Council Recommendation 4.2.
5. MAKE TIMELY AND BALANCED DISCLOSURE
Council Principle 5:
Promote timely and balanced disclosure of all material matters concerning the
Company
Council Recommendation 5.1:
Establish written policies and procedures designed to ensure compliance with ASX
Listing Rule disclosure requirements and to ensure accountability at a senior
management level for that compliance.
The Company complies with this recommendation. Refer Section 3.1 of the
Corporate Governance Statement.
6. RESPECT THE RIGHTS OF SHAREHOLDERS
Council Principle 6:
Respect the rights of shareholders and facilitate the effective exercise of
those rights
Council Recommendation 6.1:
Design and disclose a communications strategy to promote effective communication
with shareholders and encourage effective participation at general meetings.
The Company complies with this recommendation. Refer Section 3.2 of the
Corporate Governance Statement.
Council Recommendation 6.2:
Request the external auditor to attend the annual general meeting and be
available to answer shareholder questions about the conduct of the audit and the
preparation and content of the auditor's report.
The Company complies with this recommendation. Refer Section 4.3 of the
Corporate Governance Statement.
7. RECOGNISE AND MANAGE RISK
Council Principle 7:
Establish a sound system of risk oversight and management and internal control
Council Recommendation 7.1:
The Board or appropriate board committee should establish policies on risk
oversight and management.
The Company complies with this recommendation. Refer Section 4.1 of Corporate
Governance Statement.
Council Recommendation 7.2
The chief executive officer (or equivalent) and the chief financial officer (or
equivalent) should state in writing that:
7.2.1 the statement given in accordance with best practice recommendation 4.1
(the integrity of financial statements) is founded on a sound system of risk
management and internal compliance and control which implements the policies
adopted by the Board;
7.2.2 the Company's risk management and internal compliance and control system
is operating efficiently and effectively in all material respects.
The Company complies with this recommendation. Refer Sections 4.1 and 4.2 of the
Corporate Governance Statement.
8. ENCOURAGE ENHANCED PERFORMANCE
Council Principle 8:
Fairly review and actively encourage enhanced board and management
effectiveness
Council Recommendation 8.1:
Disclose the process for performance evaluation of the board, its committees and
individual directors, and key executives.
The Company complies with this recommendation. Refer Section 5 of the Corporate
Governance Statement.
9. ENCOURAGE ENHANCED PERFORMANCE
Council Principle 9:
Ensure that the level and composition of remuneration is sufficient and
reasonable and that its relationship to corporate and individual performance is
defined
Council Recommendation 9.1:
Provide disclosure in relation to the Company's remuneration policies to enable
investors to understand (i) the costs and benefits of those policies and (ii)
the link between remuneration paid to directors and key executives and corporate
performance.
The Company complies with this recommendation. Refer Section 6 of the Corporate
Governance Statement.
Council Recommendation 9.2
The Board should establish a remuneration committee.
The Board considers that the Company is not currently of a size, nor are its
affairs of such complexity to justify the formation of a remuneration committee.
The Board as a whole is responsible for the remuneration arrangements for
Directors and executives of the Company.
The Board acknowledges this does not comply with Recommendation 9.2. If the
Company's activities increase in size, scope and nature, the appointment of a
remuneration committee will be reviewed by the Board and implemented if
appropriate.
Refer Section 1.3 of the Corporate Governance Statement.
Council Recommendation 9.3
Clearly distinguish the structure of non-executive directors' remuneration from
that of executives.
The Company complies with this recommendation. Refer Section 6 of the Corporate
Governance Statement.
Council Recommendation 9.4
Ensure that payment of equity-based executive remuneration is made in accordance
with thresholds set in plans approved by shareholders.
The Company complies with this recommendation. The Company currently has no
equity-based remuneration plan.
10. RECOGNISE THE LEGITIMATE INTERESTS OF STAKEHOLDERS
Council Principle 10:
Recognise legal and other obligations to all legitimate stakeholders
Council Recommendation 10.1:
Establish and disclose a code of conduct to guide compliance with legal and
other obligations to legitimate stakeholders.
The Company complies with this recommendation. Refer Section 2.2 of the
Corporate Governance Statement.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
DIRECTORS' REPORT
The Directors present their report on the Gippsland Limited ("the Company" or
"Parent Entity") and of the consolidated entity, being Gippsland Limited and its
controlled entities, for the financial year ended 30 June 2004 and the auditor's
report theron.
DIRECTORS
The names and details of the Directors of Gippsland Limited during the financial
year and until the date of this report are:
Robert John Telford
John Morrison Chisholm
John Damian Kenny
DIRECTORS QUALIFICATIONS AND EXPERIENCE
Robert John Telford (Executive Chairman)
A.W.A.I.T (Chem.) M..R.A.C.I.
Mr Telford holds an Associate degree in Pure Chemistry (Organic and Inorganic)
having graduated from the Institute of Technology of Western Australia (now
Curtin University) in 1967.
Mr Telford has been a major shareholder in technology-based industries for some
30 years in the capacity of chief executive officer ("CEO"). He has been
involved in the pharmaceutical industry having been a past chairman and major
shareholder of the company Inovax Limited. Mr Telford has held the position of
CEO in companies involved in inorganic and organic chemical manufacture for some
15 years. He has been involved in the international resource industry for some
15 years via private and public companies and in the main is responsible for
securing the Company's interest in its Egyptian resource projects.
Mr Telford has an interest in 13,788,124 ordinary shares and 6,658,280 listed
options to acquire ordinary shares exercisable at 9 cents each on or before 31
December 2007.
John Morrison Chisholm (Non Executive Director)
B.Sc (Hons), PhD., FAusIMM, F.AIG
Dr Chisholm is a consulting geologist with a wide experience in exploration
geology and exploration management having worked as a lecturer at the University
of Western Australia and Curtin University prior to working for various
international mining companies.
In 1984 he joined Western United Mining Services Pty Ltd during which time as
managing director he managed a large group of geoscientists and was involved in
the discovery of the Transvaal and Bounty mines.
Dr Chisholm formed a private geological consulting company, Continental Resource
Management Pty Ltd in 1989, which specialises in exploration management,
resource estimations, structural geology and applied geochemistry. He was
formerly an adjunct associate professor in economic geology at Curtin
University.
He is a Fellow of both the Australian Institute of Geoscientists and the
Australasian Institute of Mining and Metallurgy with Chartered Practising status
in Geology. Dr Chisholm was one of the first geologists in Australia to have
been awarded Practising Chartered Status in geology by the Australasian
Institute of Mining and Metallurgy which is the highest level of recognition
that can be attained by professional geologists.
Dr Chisholm has an interest in 50,000 ordinary shares and 2,260,000 listed
options to acquire ordinary shares exercisable at 9 cents each on or before 31
December 2007.
John Damian Kenny (Non-Executive Director)
B. Com (Hons), LLB
Mr Kenny practices law with Blakiston & Crabb, a specialist corporate and
resources law firm. He is also an executive director of investment bankers
Chatsworth Stirling Pty Ltd, the corporate advisors to the Company. Mr Kenny has
a specialised interest in venture capital, initial public offerings and mergers
and acquisitions. He has extensive experience in public equity fundraisings and
the pricing of equity, debt and derivative securities.
Mr Kenny has an interest in 2,250,000 listed options to acquire ordinary shares
exercisable at 9 cents each on or before 31 December 2007.
PRINCIPAL ACTIVITIES
The principal activity of the consolidated entity during the financial year was
the prospecting and exploration for commercially and economically viable mineral
resources.
There were no significant changes in the nature of the consolidated entity's
principal activity during the year.
OPERATING RESULTS
The consolidated loss after providing for income tax for the year ended 30 June
2004 amounted to $1,411,990 (2003: $754,635).
DIVIDENDS
No dividend was paid or declared during the year and the Directors do not
recommend the payment of a dividend for the year ended 30 June 2004.
REVIEW OF OPERATIONS
A detailed review of the Company and consolidated entity's activities during the
financial year is set out in the section titled "Review of Operations" in this
Annual Report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the year and to the date of this report, there has not arisen any item,
transaction or event of a material and unusual nature likely, in the opinion of
the Directors of the Company, which may significantly affect the operations of
the Company, the results of those operations, or the state of affairs of the
Company, in future financial years other than:
(i) On 5 August 2003 the Company issued 14,000,000 ordinary
shares at an issue price of 4 cents each and 14,000,000 free attaching listed
options raising a total of $560,000 (before issue costs) for the purpose of
furthering the bankable feasibility study for the Abu Dabbab Project;
(ii) On 5 December 2003 the Company issued 6,000,000 ordinary
shares at an issue price of 5 cents each and 3,000,000 free attaching listed
options to sophisticated investors raising a total of $300,000 (before issue
costs) for the purpose of furthering the bankable feasibility study for the Abu
Dabbab Project; and
(iii) On 8 March 2004 the Company issued 25,000,000 ordinary
shares at an issue price of 6.8 cents (2.8 UK pence) each to private and
institutional investors in conjunction with the Company being admitted to the
London Stock Exchange's Alternative Investment Market ("AIM") raising a total of
$1,701,052 (before issue costs) for the purpose of furthering the bankable
feasibility study for the Abu Dabbab Project.
AFTER BALANCE DATE EVENTS
No matters or circumstances have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the
consolidated entity, the results of those operations, or the state of affairs of
the consolidated entity in future financial years except:
Bankable Feasibility Study - Abu Dabbab
Subsequent to the end of the financial year the Company has completed its
Bankable Feasibility Study ("BFS") on its Abu Dabbab Project.
The BFS is based upon a design throughput of 1.26Mtpa and evaluated the Project
for the first 20 years of its mine life. The study determined that the Project
is anticipated to produce in excess of 412,000 pounds of tantalum pentoxide
("Ta2O5") per year along with some 980 tonnes of tin metal during the first 20
years of production. The Company has executed a Heads of Agreement with two
major tantalum consumers for the off-take of 412,000 pounds of Ta2O5 per annum
for a 4-year period. Tin output will be sold via the London Metal Exchange.
Based upon a capital expenditure of US$65.5 (A$93.6 ) million dollars, the
Project is scheduled to generate an operating margin of US$112 (A$160) million
over the 20-year period covered by the BFS.
The Project is calculated to have an internal rate of return ("IRR") (based on
an all equity structure) of 11.2% over the 20 year period covered by the BFS.
Most significantly the US$65.5 million capital expenditure for the 1.26Mtpa
operation makes allowance for the over-sizing of a number of major components
including jaw crushers, SAG mill and thickeners, to enable throughput to be
expanded to 2Mtpa in a short time-frame. No additional mining equipment would be
required to expand the operation from 1.26Mtpa to 2Mtpa. The additional positive
cash flows that shall arise due to the expansion from 1.26Mtpa to 2Mtpa are not
reflected in the above IRR.
Additionally, the BFS is based on the production of Ta2O5 and tin alone and does
not take into account 1Mtpa of ceramic grade feldspar which may be produced as a
co-product to the tantalum and tin production. The additional positive cash
flows that shall arise due to the sale of feldspar are also not reflected in the
above IRR. Testwork undertaken in Italy demonstrated that the Abu Dabbab
feldspar is ideally suited to the manufacture of high-quality ceramics such as
floor tiles and sanitary ware. The Company has executed a Heads of Agreement
with a large European group for the off-take of 2.65Mtpa of feldspar for
delivery over a 5-year period.
The Directors instructed its engineering consultants to proceed with the BFS on
the basis of Ta2O5 and tin production alone to enable the commencement of
production in the shortest possible time-frame. Following start-up, priority
will be given to the production of ceramic grade feldspar as the revenue from
this product has the potential to equal that of tantalum.
In light of very recent developments within the tantalum industry, the Company
has been urged to consider expanding the Project to 2Mtpa. Accordingly,
Lycopodium Pty Ltd has been instructed to quantify the effect of increasing
production to 2Mtpa, as the resulting economies of scale are expected to
materially increase the projected IRR of the Project.
The Abu Dabbab Project capital requirement of some US$65.5 million is expected
to be funded by a combination of debt and equity. During the past year, the
Company has kept a number of international and domestic resource project banks
appraised of the progress of the BFS and the Abu Dabbab project in general.
Having completed the BFS, the Company will commence negotiations with such banks
in order to secure project funding for the debt segment of the Abu Dabbab
Project capital requirement.
FUTURE DEVELOPMENTS
Information as to likely developments in the operations of the Company and the
consolidated entity and the expected results of those operations in future
financial years has not been included in this report because, in the opinion of
the Directors, it would prejudice the interests of the Company and the
consolidated entity.
ENVIRONMENTAL REGULATION
The consolidated entity's operations are not subject to any significant
environmental regulations under either Commonwealth or State legislation.
However, the Board is committed to achieving a high standard of environmental
performance, and regular monitoring of potential environmental exposures is
undertaken by management. The Board considers that the consolidated entity 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 consolidated entity.
The consolidated entity is required to carry out its activities in accordance
with the Mining Laws and regulations in the areas in which it undertakes its
exploration activities.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the
Company or intervene in any proceedings to which the Company is a party for the
purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings.
The Company was not a party to any such proceedings during the year.
LEGAL PROCEEDINGS
One of Gippsland Limited's investee companies is Here2win.com Pty Ltd in which
Gippsland Limited owns a 90% interest. Here2win.com Pty Ltd is the owner of
various Internet horse racing gaming concepts. On 14 August 2000 Gippsland
Limited announced to the Australian Stock Exchange Ltd that the services of the
Chief Executive Officer of Here2win.com Pty Ltd, Mr Alex Aguero, had been
terminated. Mr Aguero, through Highforce Investments Pty Ltd, continues to hold
a 10% equity stake in Here2win.com Pty Ltd. Mr Aguero has commenced litigation
against Gippsland Limited seeking payment of what he alleges is unpaid
compensation for his services rendered while CEO. The statement of claim filed
by Mr Aguero with the Supreme Court of Western Australia claims, amongst other
things, damages or alternatively the sum of $1,840,000 plus costs. Gippsland
Limited holds the view that the claim is completely without merit and
accordingly the claim is being vigorously defended.
OPTIONS OVER UNISSUED CAPITAL
Listed Options
As at 30 June 2004 and the date of this report the following listed options were
on issue:
Option expiry date Exercise price Number on issue
31 December 2007 9 cents 43,771,393
During the financial year a total of 17,000,000 listed options exercisable at 9
cents each on or before 31 December 2007 were issued as securities in
conjunction with share placements undertaken. In addition 100,000 listed options
exercisable at 9 cents each on or before 31 December 2007 were issued as part
consideration for consultancy services provided. During the financial year there
were no listed options exercised.
Unlisted Options
As at 30 June 2004 and the date of this report the following unlisted options
were on issue:
Option expiry date Exercise price Number on issue
8 March 2007 2.8 UK pence 2,790,567
During the financial year a total of 11,000,000 unlisted options exercisable at
14 cents each on or before 11 July 2004 were voluntarily cancelled for no
consideration. The options were cancelled in order to simplify the Company's
capital structure prior to its AIM listing on the London Stock Exchange.
On 15 February 2004, 250,000 unlisted options exercisable at 20 cents each and
250,000 unlisted options exercisable at 30 cents each lapsed and were cancelled.
During the financial year there were no unlisted options exercised.
MEETINGS OF DIRECTORS
During the financial year, 8 meetings of Directors were held. Attendances were
as follows:
NUMBER OF NUMBER OF
MEETINGS MEETINGS
ATTENDED ELIGIBLE TO
ATTEND
Robert John Telford 8 8
John Morrison Chisholm 7 8
John Damian Kenny 7 8
DIRECTORS' AND EXECUTIVES' EMOLUMENTS
The Company's policy for determining the nature and amount of emoluments of
Board members and senior executives of the Company is considered by the
Directors following a review of the market rates and performance.
Non-Executive Directors are remunerated on a fixed fee basis for the performance
of services as a Director.
Details of the nature and amount of each element of the emoluments of each
Director are as set out in the following table:
Directors
Consolidated Entity and Parent Entity
Name Director's Consulting and Superannuation Total
Fees ($) Management Fees ($)
Robert John - 169,220 (i) - 169,220
Telford
John Morrison 15,000 18,000 (i) 1,350 34,350
Chisholm
John Damian Kenny - 36,000 (i) - 36,000
The consulting and management fees include fees paid to related parties of the
Directors.
(i) During the financial year the Company entered into a consulting arrangement
with a company controlled by Mr RJ Telford to carry out management and
administration services on behalf of the Company based upon an annual fee of
$175,000. A company in which Dr J M Chisholm has an interest supplies geological
services to the Company (Refer Note 17). The Company has an arrangement with a
company associated with Mr J Kenny to supply corporate services to the Company
at normal commercial rates and conditions (Refer Note 17). There are no other
contracts to which a Director is a party or under which a Director is entitled
to a benefit other than as disclosed in these financial statements.
Other than the Directors there are no executive officers of the Company or
parent entity.
INDEMNIFYING OFFICERS AND AUDITOR
During or since the end of the financial year, the Company has not given an
indemnity or entered into an agreement to indemnify, or paid or agreed to pay an
insurance premium for Officers and Auditors indemnity. The Constitution of the
Company allows for an indemnity in respect of legal liability for damages and
legal costs arising from claims made by reason of any omissions or acts (other
than dishonesty) by them, whilst acting in their individual or collective
capacity as Directors or Officers of the Company or its controlled entities.
Dated at Perth this 17th day of September 2004.
Signed in accordance with a resolution of the Board.
R J TELFORD
DIRECTOR
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
Note $ $ $ $
CURRENT ASSETS
Cash assets 5 1,050,459 91,013 1,050,359 90,913
Receivables 6 46,343 17,492 46,343 17,492
Other
financial
assets 7 15,249 - 15,249 -
--------- --------- --------- ---------
TOTAL CURRENT
ASSETS 1,112,051 108,505 1,111,951 108,405
--------- --------- --------- ---------
NON CURRENT
ASSETS
Receivables 6 - - - -
Other
financial
assets 7 - - 300 300
Property,
plant and
equipment 8 13,476 11,859 13,476 11,859
--------- --------- --------- ---------
TOTAL NON
CURRENT ASSETS 13,476 11,859 13,776 12,159
--------- --------- --------- ---------
TOTAL ASSETS 1,125,527 120,364 1,125,727 120,564
--------- --------- --------- ---------
CURRENT
LIABILITIES
Payables 9 218,014 60,892 218,014 60,892
Provisions 10 5,042 6,489 5,042 6,489
--------- --------- --------- ---------
TOTAL CURRENT
LIABILITIES 223,056 67,381 223,056 67,381
--------- --------- --------- ---------
TOTAL
LIABILITIES 223,056 67,381 223,056 67,381
--------- --------- --------- ---------
NET ASSETS 902,471 52,983 902,671 53,183
========= ========= ========= =========
EQUITY
Contributed
equity 12 14,203,912 11,942,434 14,203,912 11,942,434
Accumulated
losses 11 (13,301,441) (11,889,451) (13,301,241) (11,889,251)
--------- --------- --------- ---------
TOTAL EQUITY 13 902,471 52,983 902,671 53,183
========= ========= ========= =========
The statements of financial position are to be read in conjunction with the
accompanying notes to the financial statements.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
STATEMENTS OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
Note $ $ $ $
Revenues from ordinary
activities 2 14,539 9,577 14,539 9,577
Unrealised foreign
exchange gains 3 79,950 - 79,950 -
Employee expenses (68,313) (65,182) (68,313) (65,182)
Management and
consulting expenses (134,269) (205,715) (134,269) (205,715)
Exploration and
feasibility expenses (941,081) (367,040) (941,081) (367,040)
Corporate office
expenses (47,922) (63,024) (47,922) (63,024)
Depreciation expense 3 (6,465) (7,366) (6,465) (7,366)
Provision for
non-recovery of loans 3 (59,039) - (126,687) -
Provision for
diminution in the value
of investment 3 (59,039) - - -
AIM administration
expenses (66,229) - (66,229) -
Other expenses from
ordinary activities (124,122) (55,885) (115,513) (55,885)
--------- --------- --------- ---------
Loss from ordinary
activities before
income tax expense (1,411,990) (754,635) (1,411,990) (754,635)
Income tax expense
relating to ordinary
activities 4 - - - -
--------- --------- --------- ---------
Net loss attributable
to members of the
parent entity 13 (1,411,990) (754,635) (1,411,990) (754,635)
========= ========= ========= =========
Total revenues,
expenses and valuation
adjustments
attributable to members
of the parent entity
and recognised directly
in equity. 12(a) (299,574) - (299,574) -
========= ========= ========= =========
Total changes in equity
other than those
resulting from
transactions with
owners as owners
attributable to members
of the parent entity. (1,711,564) (754,635) (1,711,564) (754,635)
========= ========= ========= =========
=== ===
Basic loss per share
(cents per share) 16 (1.2) (0.8)
========= ========= === ===
Diluted loss per share
(cents per share) 16 (1.2) (0.8)
========= ========= === ===
The statements of financial performance are to be read in conjunction with the
accompanying notes to the financial statements.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
Note $ $ $ $
CASH FLOWS FROM OPERATING
ACTIVITIES
Other receipts 83,653 44,704 83,653 44,704
Interest received 2 14,539 9,577 14,539 9,577
Payments for
exploration and
feasibility
expenditure (808,168) (403,744) (808,168) (403,744)
Payments for
administrative
expenditure (528,973) (299,912) (520,364) (286,075)
-------- -------- -------- --------
Net cash used in
operating
activities 14(b) (1,238,949) (649,375) (1,230,340) (635,538)
======== ======== ======== ========
CASH FLOWS FROM INVESTING
ACTIVITIES
Payments for
investment in
Tantalum Egypt LLC 7 (59,039) - - -
Loan to Egyptian
Company for
Mineral Resources 6 (59,039) - - -
Loans to
subsidiaries - - (126,687) (13,837)
Purchase of plant
and equipment (8,082) - (8,082) -
-------- -------- -------- --------
--------
--- --- ---
Net cash used in
investing
activities (126,160) - (134,769) (13,837)
======== ======== ======== ========
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from
issue of shares 2,561,052 469,634 2,561,052 469,634
Transaction costs
from issue of
shares (316,447) - (316,447) -
-------- -------- -------- --------
Net cash provided
by financing
activities 2,244,605 469,634 2,244,605 469,634
-------- -------- -------- --------
--------
Net
increase/(decrease
) in cash held 879,496 (179,741) 879,496 (179,741)
Effects of
exchange rate
changes on cash 79,950 - 79,950 -
Cash at the
beginning of the
financial year 91,013 270,754 90,913 270,654
-------- -------- -------- --------
Cash at the end of
the financial year 14(a) 1,050,459 91,013 1,050,359 90,913
======== ======== ======== ========
The statements of cash flows are to be read in conjunction with the accompanying
notes to the financial statements.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been
prepared in accordance with applicable Accounting Standards, Urgent Issues Group
Consensus Views, other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
This financial report has been prepared on the basis of accounting principles
applicable to a going concern, which assumes the commercial realisation of the
future potential of the consolidated entity's assets and the discharge of its
liabilities in the normal course of business. The financial report has been
prepared on an accruals basis and is based on historical costs and does not take
into account changing money values, or, except where stated, current valuations
of non-current assets. Cost is based on the fair values of the consideration
given in exchange for assets.
The accounting policies have been consistently applied, unless otherwise stated.
The following is a summary of the material accounting policies adopted by the
consolidated entity in the preparation of the financial report.
(a) Principles of Consolidation
The consolidated financial statements comprise the financial statements of
Gippsland Limited and all of its controlled entities. A controlled entity is any
entity controlled by Gippsland Limited. Control exists where Gippsland Limited
has the capacity to dominate the decision-making in relation to the financial
and operating policies of another entity so that the other entity operates with
Gippsland Limited to achieve the objectives of Gippsland Limited. A list of
controlled entities is contained in Note 7 to the financial statements.
All inter-company balances and transactions between entities in the consolidated
entity, including any unrealised profits or losses, have been eliminated on
consolidation.
Outside interests in the equity and results of the entities that are controlled
are shown as a separate item in the consolidated financial report.
(b) Income Tax
The consolidated entity adopts the income statement liability method of
tax-effect accounting. Income tax expense is calculated on the operating result
adjusted for permanent differences.
Timing differences which arise due to the different accounting periods in which
items of revenue and expense are included in the determination of accounting
profit and taxable income are brought to account as either a provision for
deferred income tax or as a future income tax benefit at the rate of income tax
applicable to the period in which the benefit will be received or the liability
will become payable.
Future income tax benefits are not brought to account unless realisation of the
asset is assured beyond any reasonable doubt. Future income tax benefits in
relation to tax losses are not brought to account unless there is virtual
certainty of realisation of the benefit. The amount of benefits brought to
account or which may be realised in the future is based on the assumption that
no adverse change will occur in income taxation legislation, and the
anticipation that the consolidated entity will derive sufficient future
assessable income to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
(c) Mineral Exploration Expenditure
Exploration, evaluation and development costs include expenditure on prospects
still at an exploratory or development stage and are expensed as incurred. These
costs include costs of acquisition, exploration, determination of recoverable
reserves, economic feasibility studies and all technical and administrative
overheads directly associated with those projects.
Recoupment of capitalised exploration, evaluation and development costs is
dependent upon the successful development and commercial exploitation of each
area of interest and are amortised over the expected commercial life of each
area once production commences.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(d) Going Concern Basis of Accounting
The general purpose financial report has been prepared on the basis of a going
concern. The consolidated entity's ability to continue as a going concern is
contingent upon raising additional capital to fund exploration commitments,
other principal activities and for use as working capital. If additional capital
is not raised, the going concern basis may not be appropriate with the result
that the entity may have to realise its assets and extinguish its liabilities
other than in the ordinary course of business and at amounts different from
those stated in the financial report. No allowance for such circumstances have
been made in the financial report.
(e) Property, Plant and Equipment
Property, plant and equipment are carried at cost, less, where applicable, any
accumulated depreciation or amortisation. The carrying amount of property, plant
and equipment is reviewed annually by the Directors to ensure it is not in
excess of the recoverable amount from these assets. The recoverable amount is
assessed on the basis of the expected net cash flows which will be received from
the assets employment and subsequent disposal. The expected net cash flows have
not been discounted to their present values in determining recoverable amounts.
The depreciable amount of all fixed assets is depreciated on a straight line
basis over their useful lives to the consolidated entity commencing from the
time the asset is held ready for use. Leasehold improvements are depreciated
over the shorter of either the unexpired period of the lease or the estimated
useful lives of the improvements.
The depreciation rates for each class of asset are:
Class of fixed asset Depreciation Rate
Leasehold Improvements 4% - 5%
Plant and Equipment 13% - 33%
(f) Foreign currency transactions
Foreign currency transactions during the year are converted to Australian
currency at the rates of exchange applicable at the dates of the transactions.
Amounts receivable and payable in foreign currencies at the reporting date are
translated at the rates of exchange ruling on that date. Exchange differences
relating to amounts payable and receivable in foreign currencies are brought to
account as exchange gains or losses in the statement of financial performance in
the year in which the exchange rates change.
(g) Leases
Lease payments for operating leases, where substantially all the risks and
benefits remain with the lessor, are charged as expenses in the periods in which
they are incurred.
(h) Investments
Non-current investments are measured on the cost basis. The carrying amount of
non-current investments is reviewed annually by Directors to ensure it is not in
excess of the recoverable amount of these investments. The recoverable amount is
assessed from the shares' current market value or the underlying net assets in
the particular entities.
Associates are those entities over which the consolidated entity exercises
significant influence and which are not intended for sale in the near future.
In the consolidated financial statements, investments in unlisted shares of
associates are carried at the lower of the equity accounted cost and recoverable
amount.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(i) Interests in Joint Ventures
Interests in joint ventures are brought to account by including in the
respective classifications the share of individual assets employed and
liabilities and expenses incurred in the Statement of Financial Position and
Statement of Financial Performance.
(j) Employee Benefits
Provision is made for the Company's liability for employee benefits arising from
services rendered by employees to balance date. Employee benefits are expected
to be settled within one year together with benefits arising from wages and
salaries, annual leave and sick leave which will be settled after one year, have
been measured at their nominal value.
Liabilities for other employee entitlements, which are not expected to be paid
or settled within 12 months of balance date, are accrued at undiscounted
amounts, where material, in respect of all employees at the present values of
future amounts expected to be paid.
Contributions are made by the consolidated entity to employee superannuation
funds and are charged as expenses when incurred.
(k) Cash
For the purpose of the statement of cash flows, cash includes cash on hand and
at call deposits with banks or financial
institutions, net of bank overdrafts.
(l) Receivables and Revenue Recognition
Interest revenue is recognised on an accruals basis taking into account the
interest rates applicable to the financial assets.
Sundry debtors are settled within 60 days and are carried at amounts due. The
collectibility of debts is assessed at the reporting date and specific provision
is made for any doubtful debts.
(m) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of goods and
services tax (GST), except where the amount of GST incurred is not recoverable
from the Australian Taxation Office (ATO). In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item
of expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a
current asset or liability in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis. The GST
components of cash flows arising from investing and financing activities which
are recoverable from, or payable to the ATO are classified as operating cash
flows.
(n) Payables
These amounts represent liabilities for goods and services provided to the
consolidated entity prior to the end of the financial year and which are unpaid.
The amounts are unsecured and are usually paid within 30 days of recognition.
(o) Contributed Equity
Issued capital is recognised as the fair value of the consideration received by
the Company.
Any transaction costs arising on the issue of ordinary shares are recognised
directly in equity as a reduction of the share proceeds received.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(p) Earnings per Share
Basic earnings per share ("EPS") are calculated based upon the net loss divided
by the weighted average number of ordinary shares. Diluted EPS are calculated as
the net loss divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares.
(q) Comparative Figures
Where required by Accounting Standards comparative figures have been adjusted to
conform with changes in presentation for the current financial year.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
$ $ $ $
NOTE 2 REVENUE FROM ORDINARY
ACTIVITIES
Operating activities:
- Interest received from 14,539 9,577 14,539 9,577
other persons
-------- -------- -------- --------
Total revenue from ordinary 14,539 9,577 14,539 9,577
activities ======== ======== ======== ========
NOTE 3 LOSS FROM ORDINARY
ACTIVITIES
The loss from ordinary
activities before income tax
has been determined after:
Expenses:
Rental expense on 21,800 29,484 21,800 29,484
operating leases
Contributions to employees 5,760 - 5,760 -
superannuation plans
Depreciation of plant and 6,465 7,366 6,465 7,366
equipment
Movements in provisions:
- Employee entitlements (1,447) (9,994) (1,447) (9,994)
- Provision for - - 118,079 -
non-recovery of loan to
Tantalum
International Pty Ltd
- Provision for - - 8,608 13,837
non-recovery of loan to
Here2win.com Pty Ltd
- Provision for 59,039 - - -
non-recovery of loan to
other parties
- Provision for 59,039 - - -
diminution
Exploration expenditure 941,081 367,040 941,081 367,040
incurred and written off ======== ======== ======== ========
Income:
Unrealised foreign 79,950 - 79,950 -
exchange gains ======== ======== ======== ========
NOTE 4 INCOME TAX
(a) Income Tax Expense
--------------------
The aggregate amount of
income tax attributable to
the
financial year differs by
more than 15% from the
prima facie tax benefit on
the operating loss.
The differences are
reconciled as follows:
Loss from ordinary (1,411,990) (754,635) (1,411,990) (754,635)
activities ======== ======== ======== ========
Prima facie tax benefit on (423,597) (226,390) (423,597) (226,390)
operating loss before income
tax at 30% (2003: 30%)
Add: tax effect of 38,006 4,151 38,006 4,151
non-allowable items -------- -------- -------- --------
Income tax benefit (385,591) (222,239) (385,591) (222,239)
attributable to operating
loss not brought to account
Future income tax benefit not 385,591 222,239 385,591 222,239
brought to account -------- -------- -------- --------
Income tax expense shown in - - - -
the financial statements ======== ======== ======== ========
(b) Future Income Tax Benefit
---------------------------
Future income tax benefits 2,517,385 1,407,013 1,768,850 1,407,013
relating to tax losses not ======== ======== ======== ========
brought to account as their
recoverability is not
virtually certain
The benefit will only be
obtained if:
* the Company derives future assessable income of a nature and of an
amount sufficient to enable the benefits from the deductions for these
losses to be realised;
* the Company continues to comply with the condition for deductibility
imposed by tax legislation; and
* no changes to tax legislation adversely affect the Company in realising
the benefit from the deductions for the losses.
No income tax is payable by the consolidated entity as it incurred losses for
income tax purposes for the year.
The consolidated entity has not entered into a tax consolidated group and
there has been no impact on the tax position as a consequence of the
introduction of the revised tax legislation.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
$ $ $ $
NOTE 5 CASH ASSETS
Cash at bank
and on hand 59,607 91,013 59,507 90,913
Cash held in
foreign
currency 990,852 - 990,852 -
-------- -------- -------- --------
Cash at bank
and on hand 1,050,459 91,013 1,050,359 90,913
======== ======== ======== ========
The cash held in foreign currency pays interest at an
average rate of 4.25% at 30 June 2004
NOTE 6 RECEIVABLES
CURRENT
Sundry debtors 46,343 17,492 46,343 17,492
======== ======== ======== ========
NON CURRENT
Amounts owed
from
controlled
entities (i) - - 2,628,737 2,502,050
Provision for
non-recovery - - (2,628,737) (2,502,050)
-------- -------- -------- --------
- - - -
-------- -------- -------- --------
Amounts owed
from other
parties -
Egyptian
Company for
Mineral
Resources 59,039 - - -
Provision for
non-recovery (59,039) - - -
-------- -------- -------- --------
- - - -
-------- -------- -------- --------
--------
- - - -
======== ======== ======== ========
(i) The loans to controlled entities are advanced interest
free, are unsecured and there are no set terms for
repayment.
NOTE 7 OTHER FINANCIAL ASSETS
CURRENT
Prepayments 15,249 - 15,249 -
======== ======== ======== ========
NON CURRENT
Shares in subsidiaries, at cost
Country of Incorporation Class of Shares Percentage Holding Cost of Parent Entity's Investment
2004 2003 2004 2003
% % $ $
Abutan Pty Australia Ordinary 100 100 100 100
Ltd
Tantalum
International
Pty Ltd Australia Ordinary 100 100 100 100
Here2win.com
Pty Ltd Australia Ordinary 90 90 100 100
-------- --------
300 300
======== ========
(a) The controlled entities are not audited as they are small proprietary companies not required to prepare
financial statements.
(b) The ultimate parent entity is Gippsland Limited.
(c) On 20 May 2004 Nubian Resources PLC was incorporated in the United Kingdom for the purpose of exploring
eight gold areas and one copper-nickel area in the Wadi Allaqi region of Egypt. All the issued shares were
held in trust as at 30 June 2004 and have been transferred to Gippsland Limited subsequent to the end of
the financial year.
On 10 October 2003 a wholly-owned subsidiary of the Company, Tantalum
International Pty Ltd acquired a 50% interest in Tantalum Egypt LLC for cash
consideration of $59,039. The remaining 50% interest in Tantalum Egypt LLC is
held by the Egyptian Company for Mineral Resources which in turn is 100% owned
by the Egyptian Geological Survey and Mining Authority, which is itself owned by
the sovereign state that is the Arab Republic of Egypt. The investment by
Tantalum International Pty Ltd has been fully provided against as at 30 June
2004.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 8 Consolidated Entity Parent Entity
PROPERTY, PLANT
AND EQUIPMENT 2004 2003 2004 2003
$ $ $ $
Plant and
equipment - at
cost 137,352 129,270 137,352 129,270
Less:
Accumulated
depreciation (123,876) (117,411) (123,876) (117,411)
-------- -------- -------- -------
Total property,
plant and
equipment 13,476 11,859 13,476 11,859
======== ======== ======== =======
Movement in
carrying amounts:
Movement in the
carrying amounts
for each class
of, property,
plant and
equipment between
the beginning and
end of the
current financial
year.
Balance at the
beginning of
year 11,859 19,225 11,859 19,225
Additions 8,082 - 8,082 -
Depreciation
expense (6,465) (7,336) (6,465) (7,336)
-------- -------- -------- -------
13,476 11,859 13,476 11,859
======== ======== ======== =======
NOTE PAYABLES 9
CURRENT
(Unsecured)
Sundry
creditors and
accrued
expenses 208,114 54,892 208,114 54,892
Amounts payable
to Director
related
entities (Refer
Note 17(e)) 9,900 6,000 9,900 6,000
-------- -------- -------- -------
218,014 60,892 218,014 60,892
======== ======== ======== =======
NOTE PROVISIONS
10
CURRENT
Employee
entitlements 5,042 6,489 5,042 6,489
======== ======== ======== =======
Number of
employees at
year end 1 1 1 1
======== ======== ======== =======
NOTE ACCUMULATED
11 LOSSES
Accumulated
losses at the
beginning of
the financial
year (11,889,451) (11,134,816) (11,889,251) (11,134,616)
Net loss
attributable to
members of the
parent entity (1,411,990) (754,635) (1,411,990) (754,635)
-------- -------- -------- --------
Accumulated
losses at the
end of the
financial year (13,301,441) (11,889,451) (13,301,241) (11,889,251)
======== ======== ======== ========
======== =======
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Entity Parent Entity
2004 2003 2004 2003
$ $ $ $
NOTE CONTRIBUTED EQUITY
12
(a) Paid up capital:
------------------ ======== ======== ======== ========
139,528,359 14,203,912 11,942,434 14,203,912 11,942,434
(2003: 94,528,359) ordinary
shares ======== ======== ======== ========
========
Share Movements
-----------------
* Opening balance 11,942,434 11,397,800 11,942,434 11,397,800
* On 5 August 2003 via 560,000 - 560,000 -
a prospectus the Company
issued 14,000,000
ordinary shares at an
issue price of 4 cents
each and 14,000,000 free
attaching listed options
for the purpose of
furthering the bankable
feasibility study for the
Abu Dabbab Project
* Less: Issue costs (10,430) - (10,430) -
associated with 5 August
2003 capital raising
* On 5 December 2003 300,000 - 300,000 -
the Company issued
6,000,000 ordinary shares
at an issue price of 5
cents each and 3,000,000
free attaching listed
options to sophisticated
investors for the purpose
of furthering the
bankable feasibility
study for the Abu Dabbab
Project
* Less: Issue costs (21,000) - (21,000) -
associated with 5
December 2003 capital
raising
* On 8 March 2004 the 1,701,052 - 1,701,052 -
Company issued 25,000,000
ordinary shares at an
issue price of 6.8 cents
(2.8 UK pence) cents each
to private and
institutional investors
in conjunction with the
Company being admitted on
the London Stock
Exchange's Alternative
Investment Market ("AIM")
for the purpose of
furthering the bankable
feasibility study for the
Abu Dabbab Project
* Less: Issue costs (268,144) - (268,144) -
associated with 8 March
2004 capital raising
* Issue of 15,671,393 - 469,634 - 469,634
shares at an issue price
of 3 cents each - Abu
Dabbab Project
* Issue of 625,000 - 75,000 - 75,000
shares at an issue price -------- -------- -------- --------
of 12 cents - consultants
services
* Closing balance 14,203,912 11,942,434 14,203,912 11,942,434
======== ======== ======== ========
========
(i) The purpose of the share issues above were to support the
ongoing operations of the Company.
(ii) Notes:
(iii) Ordinary shares have the right to receive dividends as declared
and, in the event of winding up the Company, to participate in the proceeds
from the sale of all surplus assets in proportion to the number of and
amounts paid up on shares held.
(iv) Ordinary shares entitle their holder to one vote, either in
person or by proxy, at a meeting of the Company.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE CONTRIBUTED EQUITY
12
Options on issue Consolidated Consolidated
Entity Entity
2004 2003
No No
(b)
The following options over ordinary
shares are on issue:
Options
exercisable at
9 cents on or
before
31/12/2007
(listed) (i) 43,771,393 26,671,393
Options
exercisable at
14 cents on or
before
11/07/2004
(unlisted)
(ii) - 11,000,000
Options
exercisable at
20 cents on or
before
15/02/2004
(unlisted)
(ii) - 250,000
Options
exercisable at
30 cents on or
before
15/02/2004
(unlisted)
(ii) - 250,000
Options
exercisable at
2.8 UK pence on or
before 8/03/2007
(unlisted) (ii) 2,790,567 -
-------- --------
46,561,960 38,171,393
======== ========
During the year a total of 17,000,000 listed options exercisable at 9
cents on or before 31/12/2007 were issued as securities offered under
capital raising initiatives (Refer Note 12(a)). In addition 100,000
listed options exercisable at 9 cents on or before 31/12/2007 were
issued as part consideration for consultancy services provided.
During the year a total of 11,500,000 unlisted options were
cancelled.
During the year a total of 2,790,567 unlisted options exercisable at
2.8 UK pence on or before 8/03/2007 were issued as part consideration
for broking services provided.
Consolidated Consolidated Parent Parent
Entity Entity Entity Entity
2004 2003 2004 2003
$ $ $ $
NOTE TOTAL EQUITY
13 RECONCILIATION
Balance at the beginning of 52,983 262,984 53,183 263,184
the year
Total changes in equity (1,411,990) (754,635) (1,411,990) (754,635)
recognised in the Statement
of Financial Performance
attributable to members of
the parent entity
Net proceeds from the issue 2,261,478 544,634 2,261,478 544,634
of shares -------- -------- -------- --------
Balance at the end of the 902,471 52,983 902,671 53,183
year ======== ======== ======== ========
NOTE CASH FLOW INFORMATION
14
---
(a) Reconciliation of cash
------------------------
Cash as at the end of the
financial year as shown in
the Statements of Cash
Flows is reconciled to the
related items in the
Statements of Financial
Position as follows:
Cash on hand and foreign 1,050,459 91,013 1,050,359 90,913
currency cash reserves ======== ======== ======== ========
The Company has no unused,
standby or other credit
facilities.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
Consolidated Consolidated Parent Parent
Entity Entity Entity Entity
2004 2003 2004 2003
$ $ $ $
14 NOTE CASH FLOW INFORMATION
(b) Reconciliation of cash flow from operations to
loss from ordinary activities after income
tax
----------------------------------------------
Loss from ordinary activities after income (1,411,990) (754,635) (1,411,990) (754,635)
tax
----------------------------------------------
Non cash items:
Depreciation 6,465 7,366 6,465 7,366
Provision for non- recovery of loans to - - 126,687 13,837
subsidiaries
Provision for non-recovery of other loans 59,039 - - -
Provision for diminution in investments 59,039 - - -
Unrealised foreign exchange gain (79,950) - (79,950) -
Issue of shares - non cash - 75,000 - 75,000
Changes in assets and liabilities:
- (increase) decrease in sundry debtors (11,978) 7,469 (11,978) 7,469
- (increase) decrease in prepayments (15,248) - (15,248) -
- increase (decrease) payables 157,121 23,473 157,121 23,473
- increase (decrease) in provisions (1,447) (8,048) (1,447) (8,048)
--------- --------- -------- -------
Net cash flow used in operating activities (1,238,949) (649,375) (1,230,340) (635,538)
========= ========= ======== =======
(c) There were no material non cash items during
the financial year.
NOTE 15 AUDITORS' REMUNERATION
Remuneration
of the
auditors of
the parent
entity for
auditing 11,350 8,500 11,350 8,500
and audit review of the financial and half yearly
reports ========= ========= ======== =======
Consolidated Entity
2004 2003
Cents per Share Cents per Share
NOTE 16 LOSS PER SHARE
Loss per share (1.2) (0.8)
Basic loss per share (cents per share)
========= =========
Diluted loss
per share (1.2) (0.8)
Diluted loss per share (cents per share)
========= =========
(a) The
weighted
average number
of ordinary
shares used in
calculating
basic loss per
share 117,020,162 86,286,413
========= =========
(b) Adjusted
weighted
average number
of ordinary
shares
used in
calculating
diluted loss
per share 117,828,359 86,286,413
========= =========
(c) Loss used
in the
calculation of
basic and
diluted
loss
per share (1,411,990) (754,635)
========= =========
(d) The 2,790,567 unlisted options exercisable at
2.8 UK pence each on or before 8 March 2007 have ===
been included as potential ordinary shares in the
determination of diluted loss per share. The
43,771,393 listed options exercisable at 9 cents
each on or before 31 December 2007 have not been
included as potential ordinary shares in the
determination of diluted loss per share.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 17 DIRECTORS' AND EXECUTIVES' DISCLOSURES
(a) Remuneration of Specified Directors and Specified Executives by the
consolidated entity
Remuneration levels are competitively set to attract and retain appropriately
qualified and experienced Directors and senior executives. The Board obtains
independent advice on the appropriateness of remuneration packages, given trends
in comparative companies both locally and internationally. Remuneration packages
include fixed remuneration with bonuses or equity based remuneration entirely at
the discretion of the Board based on the performance of the consolidated entity.
Non-Executive Directors' base fees are presently $36,000 per annum.
Non-Executive Directors do not receive bonuses. Directors' fees cover all main
Board activities.
The following table provides the details of all Directors of the Company
("Specified Directors") and the nature and amount of the elements of their
remuneration for the year ended 30 June 2004. There are no "Specified
Executives" that are involved in the strategic direction of the Company, as this
role is completed by the Executive Chairman and the Non-Executive Directors.
2004
Primary Post Employment
---------- ----------------- ----------------- ----------
---------- ----------
Specified Directors' Fees Consulting & Super Retirement Total
Directors Management Fees -annuation Benefits
$ $ $ $ $
---------- ---------- ---------- ---------- ---------- ----------
RJ - 169,220 - - 169,220
Telford ---------- ---------- ---------- ---------- ----------
----------
JM 15,000 18,000 1,350 - 34,350
Chisholm ---------- ---------- ---------- ---------- ----------
----------
JD Kenny - 36,000 - - 36,000
---------- ---------- ---------- ---------- ---------- ----------
15,000 223,220 1,350 - 239,570
========== ========== ========== ========== ==========
2003
Primary Post Employment
---------- ----------------- ----------------- ----------
---------- ----------
Specified Directors' Fees Consulting & Management Fees Super Retirement Total
Directors -annuation Benefits
$ $ $ $ $
---------- ---------- ---------- ---------- ---------- ----------
RJ - 144,000 - - 144,000
Telford ---------- ---------- ---------- ---------- ----------
----------
JM 15,000 448 1,350 - 16,798
Chisholm ---------- ---------- ---------- ---------- ----------
----------
JD Kenny - 36,000 - - 36,000
---------- ---------- ---------- ---------- ---------- ----------
15,000 180,448 1,350 - 196,798
========== ========== ========== ========== ==========
There were no loans made to any Directors as at 30 June 2004 (30 June 2003:
$Nil).
(b) Equity instruments
All options refer to options over ordinary shares of Gippsland Limited, which
are exercisable on a one for one basis.
Options over equity instruments granted as remuneration
During the reporting period there were no options over ordinary shares granted
and/or vested to Specified Directors or their nominees.
No options have been granted to Specified Directors since the end of the
financial year.
During and since the reporting period no options have been exercised by
Specified Directors.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 17 DIRECTORS' AND EXECUTIVES' DISCLOSURES (Continued)
(c) Specified Directors' Share and Option Holdings in the Parent Entity
2004
The aggregate numbers of ordinary shares and options of the Company held
directly, indirectly or beneficially by Specified Directors of the Company or
their personally-related entities is as follows:
Specified Ordinary Shares Listed Options
Directors
1 July Purchases Sales 30 June 30 June 30 June
2003 2004 2004 2003
RJ 13,973,124 - (185,000) 13,788,124 6,658,280 (i) 6,758,280
Telford
JM 50,000 - - 50,000 2,260,000 2,260,000
Chisholm
JD Kenny - - - - 2,250,000 2,250,000
(i) During the financial year Mr RJ Telford sold 100,000 listed options on
market.
2003
The aggregate numbers of ordinary shares and options of the Company held
directly, indirectly or beneficially by Specified Directors of the Company or
their personally-related entities is as follows:
Specified Ordinary Shares Listed Options
Directors
1 July Purchases Sales 30 June 30 June 30 June
2002 2003 2003 2002
RJ Telford 9,903,395 4,069,729 - 13,973,124 6,758,280 -
JM Chisholm 50,000 - - 50,000 2,260,000 -
JD Kenny - - - - 2,250,000 -
During the prior financial year 9,250,000 unlisted options exercisable at 14
cents each on or before 11 July 2004 were issued.
During the financial year the Specified Directors and/or their nominees of the
Company agreed to cancel their unlisted option holding in order to simplify the
Company's capital structure prior to the Company's AIM listing on the London
Stock Exchange. Accordingly the following unlisted options which were
exercisable at 14 cents each on or before 11 July 2004 were cancelled for no
consideration:
Specified Unlisted Options
Directors
1 July Exercised Cancelled 30 June
2003 2004
RJ Telford 4,750,000 - (4,750,000) -
JM Chisholm 2,250,000 - (2,250,000) -
JD Kenny 2,250,000 - (2,250,000) -
(d) Other Transactions with the Company or its controlled entities
A number of Specified Directors 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. The terms and conditions of those transactions were no
more favourable than those available, or might reasonably be expected to be
available, on similar transactions to unrelated entities on an arm's length
basis.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 17 DIRECTORS' AND EXECUTIVES' DISCLOSURES (Continued)
(d) Other Transactions with the Company or its controlled entities (Continued)
The aggregate amounts recognised during the year relating to Specified Directors
and their personally-related entities were as detailed below:
Consolidated Entity &
Parent Entity
Specified Transaction 30 June 2004 30 June 2003
Directors
$ $
JM Chisholm Geological consulting services 2,915 448
(i)
JD Kenny Legal services (ii) 11,842 -
(i) Fees for geological consulting services were paid to an
entity in which Dr JM Chisholm has an interest. Amounts were billed based on
normal market rates for such services and were due and payable under normal
payment terms.
(ii) Fees for legal services were paid to an entity in which Mr
JD Kenny has an interest. Amounts were billed based on normal market rates for
such services and were due and payable under normal payment terms.
Fees for management and administration were paid to an entity controlled by Mr
RJ Telford. These fees have been disclosed in Note 17(a).
(e) Payables to Specified Directors of the Company and their
personally related entities
Consolidated Entity &
Parent Entity
30 June 2004 30 June 2003
$ $
Aggregate amount payable at balance date 9,900 6,000
Current - Accounts payable (Refer Note 9)
The amounts payable as at 30 June 2004 comprised amounts owed in relation to
Director consultancy fees owed to Dr JM Chisholm of $6,600 (2003: $3,000) and
Director consultancy fees owed to Mr JD Kenny of $3,300 (2003: $3000).
NOTE 18 RELATED PARTY TRANSACTIONS
Gippsland Limited is the ultimate parent entity.
The only non Director related party to the Company are its controlled entities.
Refer Note 7 for further details.
Gippsland Limited (the parent entity) has made loans to its controlled entities
totalling $2,628,737 (2003: $2,502,050). Refer Note 6 for further details.
There were no other related party transactions during the year.
NOTE 19 STATEMENT OF OPERATIONS BY SEGMENT
The Company operates within the mineral exploration industry predominantly in
the geographical segment of Egypt. There are no assets or liabilities recorded
with respect to the operations in Egypt and all expenditure is written off to
the Statement of Financial Performance.
NOTE 20 CONTINGENT LIABILITIES
(a) In accordance with normal industry practice the Company has
entered into a joint venture agreement with other parties for the purpose of
exploring and developing various mineral interests. If a party to a joint
venture defaults and does not contribute its share of joint venture obligations,
then the other joint venturers are liable to meet those obligations. In this
event the interest in the permit held by the defaulting party may be
redistributed to the remaining joint venturers.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 20 CONTINGENT LIABILITIES (Continued)
(b) In June 1992 the High Court of Australia held in "the Mabo
case" that the common law of Australia recognises a form of native title. The
full impact that the Mabo decision may have on tenements held by the Company is
not yet known.
(c) One of Gippsland Limited's investee companies is Here2win.com Pty Ltd in
which Gippsland Limited owns a 90% interest. Here2win.com Pty Ltd is the owner
of various Internet horse racing gaming concepts. On 14 August 2000 Gippsland
Limited announced to the Australian Stock Exchange Ltd that the services of the
Chief Executive Officer of Here2win.com Pty Ltd, Mr Alex Aguero, had been
terminated. Mr Aguero, through Highforce Investments Pty Ltd, continues to hold
a 10% equity stake in Here2win.com Pty Ltd. Mr Aguero has commenced litigation
against Gippsland Limited seeking payment of what he alleges is unpaid
compensation for his services rendered while CEO. The statement of claim filed
by Mr Aguero with the Supreme Court of Western Australia claims, amongst other
things, damages or alternatively the sum of $1,840,000 plus costs. Gippsland
Limited holds the view that the claim is completely without merit and
accordingly the claim is being vigorously defended.
NOTE 21 COMMITMENTS FOR EXPENDITURE
In order to maintain the mining and exploration tenements in which the Company
and consolidated entity is involved, the Company and consolidated entity is
committed to meet the conditions under which the tenements were granted and the
obligations of the joint venture arrangement which is subject to the conditions
contained in the Joint Venture Agreement and the Mining Licence. As at balance
date, total estimated exploration expenditure commitments on tenements held by
the consolidated entity have not been provided for in the financial statements
and which cover the following twelve month period amount amount to up to
$1,000,000 (2003: $500,000).
NOTE 22 LEASING COMMITMENTS
Consolidated Parent Entity
Entity
2004 2003 2004 2003
$ $ $ $
Total operating lease expenditure contracted
for at balance date but not provided for in
the consolidated financial statements,
payable:
- not later than 1 year 20,400 22,671 20,400 22,671
- later than 1 year but not later than 23,800 45,900 23,800 45,900
5 years -------- ------- -------- -------
--------
Total
Operating
Lease
Commitments 44,200 68,571 44,200 68,571
======== ======= ======== =======
NOTE 23 SUPERANNUATION COMMITMENTS
The Company contributes to individual employee superannuation plans at the
statutory rate of the employee's wages and salaries, in accordance with
statutory requirements, to provide benefits to employees on retirement, death or
disability.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 24 FINANCIAL INSTRUMENTS
(a) Interest Rate Risk
The consolidated entity's exposure to the interest rate risk which is the risk
that a financial instrument's value will fluctuate as a result of changes in
market interest rate and the effective weighted average interest rates on
classes of financial assets and financial liabilities, is as follows:
Weighted Average Effective Interest Floating Non Interest Total
Rate Interest Rate Bearing
2004 2003 2004 2003 2004 2003 2004 2003
Financial
assets
Cash assets 3.4% 2.5% 1,050,459 91,013 - - 1,050,459 91,013
Receivables - - 46,343 17,492 46,343 17,492
------- ------- ------- ------- ------- -------
Total
financial
assets 1,050,459 91,013 46,343 17,492 1,096,802 108,505
======= ======= ======= ======= ======= =======
Financial
liabilities:
Payables - - 218,014 60,892 218,014 60,892
------- ------- ------- ------- ------- -------
Total
financial
liabilities - - 218,014 60,892 218,014 60,892
======= ======= ======= ======= ======= =======
(b) Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or
other security, at balance date to recognised financial assets is the carrying
amount, net of any provisions for doubtful debts of those assets, as disclosed
in the statement of financial position and notes to the financial statements.
The consolidated entity does not have any material credit risk exposure to any
single debtor or group of debtors under financial instruments entered into by
the consolidated entity.
(c) Net Fair Values
For other assets and other liabilities the net fair value approximates their
carrying value. No financial assets and financial liabilities are readily traded
on organised markets in standardised form.
(d) Currency Risk
The Company has a Great British Pound foreign currency cash account as at 30
June 2004 holding #378,158 which equates to $990,852 based upon the year end
exchange rate of A$1: GBP 0.382. The Company has no hedging in place in relation
to managing any foreign exchange currency exposure.
NOTE 25 INTERESTS IN JOINT VENTURES
At 30 June 2004, the Company has interests in the following joint venture whose
principal activities are the exploration for gold, precious metals and base
metals.
Name of Project % Interests Other Parties
2004 2003
Zeehan Tin Deposit - Tasmania 40% 40% Western Metals Ltd 60%
Abu Dabbab Project - Egypt 50% 50% EGSMA - 50%
The Joint Venture is of the type where initially one party contributes tenements
with the other party earning a specified percentage by funding exploration
activities. The Joint Venture does not hold any assets and accordingly the
Company's share of exploration expenditure is accounted for in accordance with
the policy set out in Note 1(i).
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 26 SUBSEQUENT EVENTS
No matters or circumstances have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the
consolidated entity, the results of those operations, or the state of affairs of
the consolidated entity in future financial years except for:
(i) Bankable Feasibility Study
Subsequent to the end of the financial year the Company has completed its
Bankable Feasibility Study ("BFS") on its Abu Dabbab Project.
The BFS is based upon a design throughput of 1.26Mtpa and evaluated the Project
for the first 20 years of its mine life. The study determined that the Project
is anticipated to produce in excess of 412,000 pounds of tantalum pentoxide
("Ta2O5") per year along with some 980 tonnes of tin metal during the first 20
years of production. The Company has executed a Heads of Agreement with two
major tantalum consumers for the off-take of 412,000 pounds of Ta2O5 per annum
for a 4-year period. Tin output will be sold via the London Metal Exchange.
Based upon a capital expenditure of US$65.5 (A$93.6 ) million dollars, the
Project is scheduled to generate an operating margin of US$112 (A$160) million
over the 20-year period covered by the BFS.
The Project is calculated to have an internal rate of return ("IRR") (based on
an all equity structure) of 11.2% over the 20 year period covered by the BFS.
Most significantly the US$65.5 million capital expenditure for the 1.26Mtpa
operation makes allowance for the over-sizing of a number of major components
including jaw crushers, SAG mill and thickeners, to enable throughput to be
expanded to 2Mtpa in a short time-frame. No additional mining equipment would be
required to expand the operation from 1.26Mtpa to 2Mtpa. The additional positive
cash flows that shall arise due to the expansion from 1.26Mtpa to 2Mtpa are not
reflected in the above IRR.
Additionally, the BFS is based on the production of Ta2O5 and tin alone and does
not take into account 1Mtpa of ceramic grade feldspar which may be produced as a
co-product to the tantalum and tin production. The additional positive cash
flows that shall arise due to the sale of feldspar are also not reflected in the
above IRR. Testwork undertaken in Italy demonstrated that the Abu Dabbab
feldspar is ideally suited to the manufacture of high-quality ceramics such as
floor tiles and sanitary ware. The Company has executed a Heads of Agreement
with a large European group for the off-take of 2.65Mtpa of feldspar for
delivery over a 5-year period.
The Directors instructed its engineering consultants to proceed with the BFS on
the basis of Ta2O5 and tin production alone to enable the commencement of
production in the shortest possible time-frame. Following start-up, priority
will be given to the production of ceramic grade feldspar as the revenue from
this product has the potential to equal that of tantalum.
In light of very recent developments within the tantalum industry, the Company
has been urged to consider expanding the Project to 2Mtpa. Accordingly,
Lycopodium Pty Ltd has been instructed to quantify the effect of increasing
production to 2Mtpa, as the resulting economies of scale are expected to
materially increase the projected IRR of the Project.
The Abu Dabbab Project capital requirement of some US$65.5 million is expected
to be funded by a combination of debt and equity. During the past year, the
Company has kept a number of international and domestic resource project banks
appraised of the progress of the BFS and the Abu Dabbab project in general.
Having completed the BFS, the Company will commence negotiations with such banks
in order to secure project funding for the debt segment of the Abu Dabbab
Project capital requirement.
The financial effect of this event has not been brought to account at balance
date.
(ii) International Financial Reporting Standards
For reporting periods beginning on or after 1 January 2005, the consolidated
entity must comply with International Financial Reporting Standards ("IFRS") as
issued by the Australian Accounting Standards Board.
This financial report has been prepared in accordance with Australian accounting
standards and other financial reporting requirements (Australian GAAP). The
differences between Australian GAAP and IFRS identified to date as potentially
having a significant effect on the consolidated entity's financial performance
and financial position are summarised below. The summary should not be taken as
an exhaustive list of all the differences between Australian GAAP and IFRS. No
attempt has been made to identify all disclosure, presentation or classification
differences that would affect the manner in which transactions or events are
presented.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2004
NOTE 26 SUBSEQUENT EVENTS (Continued)
The consolidated entity has not quantified the effects of the differences
discussed below. Accordingly, there can be no assurances that the consolidated
financial performance and financial position as disclosed in this financial
report would not be significantly different if determined in accordance with
IFRS.
The key potential implications of the conversion to IFRS on the consolidated
entity are as follows:
* financial instruments must be recognised in the statement of financial
position and all derivatives and most financial assets must be carried at
fair value,
* equity-based compensation in the form of shares and options will be
recognised as expenses in the periods during which the employee provides
related services,
* changes in accounting policies will be recognised by restating
comparatives rather than making current year adjustments with note
disclosure of prior year effects.
At this stage the Company has not commenced its conversion and implementation of
IFRS.
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
DIRECTORS' DECLARATION
The Directors of the Company declare that:
1. The financial statements and notes set out on pages 16 to
35, are in accordance with the Corporations Act 2001:
(a) comply with Accounting Standards and the Corporations
Regulations 2001; and
(b) give a true and fair view of the financial position as at 30
June 2004 and of the performance for the year ended on that date of the Company
and consolidated entity.
2. In the Directors' opinion there are reasonable grounds to
believe that the Company will be able to pay its debts as and when they become
due and payable.
This declaration is made in accordance with a resolution of the Board of
Directors on 17 September 2004.
R J TELFORD
DIRECTOR
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF GIPPSLAND LIMITED
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of
financial performance, statement of cash flows, accompanying notes to the
financial statements, and the directors' declaration for both Gippsland Limited
(the "Company") and the consolidated entity, for the year ended 30 June 2004.
The consolidated entity comprises both the Company and the entities it
controlled during that year.
The Directors of the Company are responsible for the preparation and true and
fair presentation of the financial report in accordance with the Corporations
Act 2001. This includes responsibility for the maintenance of adequate
accounting records and internal controls that are designed to prevent and detect
fraud and error, and for the accounting policies and accounting estimates
inherent in the financial report.
Audit approach
We conducted an independent audit in order to express an opinion to the members
of the Company. Our audit was conducted in accordance with Australian Auditing
Standards, in order to provide reasonable assurance as to whether the financial
report is free of material misstatement. The nature of an audit is influenced by
factors such as the use of professional judgement, selective testing, the
inherent limitations of internal control, and the availability of persuasive
rather than conclusive evidence. Therefore, an audit cannot guarantee that all
material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial
report presents fairly, in accordance with the Corporations Act 2001, including
compliance with Accounting Standards and other mandatory financial reporting
requirements in Australia, a view which is consistent with our understanding of
the Company's and the consolidated entity's financial position, and of their
performance as represented by the results of their operations and cash flows.
We formed our audit opinion on the basis of these procedures, which included:
* examining, on a test basis, information to provide evidence supporting
the amounts and disclosures in the financial report, and
* assessing the appropriateness of the accounting policies and disclosures
used and the reasonableness of significant accounting estimates made by the
directors.
While we considered the effectiveness of management's internal controls over
financial reporting when determining the nature and extent of our procedures,
our audit was not designed to provide assurance on internal controls.
Independence
In conducting our audit, we followed applicable independence requirements of
Australian professional ethical pronouncements and the Corporations Act 2001.
Audit opinion
In our opinion, the financial report of Gippsland Limited is in accordance with:
a) the Corporations Act 2001, including:
i. giving a true and fair view of the Company's and
consolidated entity's financial position as at 30 June 2004 and of their
performance for the financial year ended on that date; and
ii. complying with Accounting Standards in Australia and
the Corporations Regulations 2001; and
b) other mandatory professional reporting requirements in Australia.
Emphasis of matter
Inherent uncertainty regarding continuation as a going concern
Without qualification to the audit opinion expressed above, attention is drawn
to the following matter. As a result of the matters described in Note 1 (d),
unless the consolidated entity is able to raise additional working capital,
there is significant uncertainty whether it will be able to continue as a going
concern and therefore whether it will realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the
financial report.
GRANT THORNTON
Chartered Accountants
SEAN MCGURK
Partner
Perth, Western Australia
Dated this 17th day of September 2004
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
ASX ADDITIONAL INFORMATION
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited,
the shareholder information set out below was applicable as at 6 September 2004.
A. Distribution of Equity Securities
Analysis of numbers of shareholders and option holders by size of holding:
Spread of Holdings Number of Holders
Ordinary Listed Options
Shares
1 - 1,000 626 55
1,001 - 5,000 280 49
5001 - 10,000 195 21
10,001 - 100,000 433 108
100,001 and over 138 70
---------- -------------
TOTAL 1,672 303
========== =============
The total number of 139,528,359 43,771,393
securities on issue ========== =============
The number of holders 843 117
holding less than a ========== =============
marketable parcel of
securities
The total number of 745,879 219,040
securities comprising less ========== =============
than a marketable parcel of
securities
B. Twenty Largest Shareholders
Name Number of Shares %
Computershare
Services PLC 18,508,963 13.26%
Situate Pty
Ltd 12,600,000 9.03%
Eco
International
Pty Ltd 11,171,695 8.01%
King Town
Holdings Pty
Ltd 6,500,000 4.66%
Sandstone
Securities Pty
Ltd 6,200,000 4.44%
Taveroam Pty
Ltd 5,900,000 4.23%
Sunvest
Corporation
Limited 5,166,665 3.70%
The Web
Shareshop
Limited 4,500,000 3.23%
Robert and
Robin Telford 2,616,429 1.88%
Trafalgar
Resource
Finance 2,608,332 1.87%
Brewin
Nominees
Limited 1,321,500 0.95%
Garry William
Thomas 1,300,000 0.93%
Yellowrock Pty
Ltd 1,300,000 0.93%
Gordon Edward
Alexander 1,266,301 0.91%
Cobolt
Investments
Ltd 1,220,481 0.87%
Philip and
Jennifer
Wheatley 1,075,500 0.77%
ANZ Nominees
Limited 1,060,153 0.76%
KHH (Aus)
Holdings Pty
Ltd 1,056,705 0.76%
Tricom
Nominees Pty
Limited 1,049,364 0.75%
Lycopodium Pty
Ltd 1,000,000 0.72%
----------- -------------
87,422,088 62.66%
=========== =============
GIPPSLAND LIMITED and its CONTROLLED ENTITIES
ABN 31 004 766 376
ASX ADDITIONAL INFORMATION (Continued)
C. Twenty Largest Listed
Option Holders
Name Number of Options %
Eco
International
Pty Ltd 6,359,708 14.53%
Mandu Superannuation 2,260,000 5.16%
Fund
Ventureworks
JDK Pty Ltd 2,250,000 5.14%
David James
Gray 2,110,000 4.82%
Situate Pty
Ltd 1,600,000 3.66%
Sandstone
Securities Pty
Ltd 1,550,000 3.54%
King Town
Holdings Pty
Ltd 1,500,000 3.43%
Tricom
Nominees Pty
Ltd 1,300,000 2.97%
Windowland Pty
Ltd 1,000,000 2.28%
Goffacan Pty
Ltd 1,000,000 2.28%
Averon
Holdings
Limited 1,000,000 2.28%
Edgewater
Estates
Limited 1,000,000 2.28%
Broko
Investments
Pty Ltd 850,000 1.94%
Rosewarne
Superannuation 750,000 1.71%
Highplus
Holdings Pty
Ltd 650,000 1.48%
Robert Anthony
Healy 570,000 1.30%
Helena Nemchin 500,000 1.14%
Tromso Pty
Limited 500,000 1.14%
Mark Koussas 500,000 1.14%
Cumbak Pty Ltd 500,000 1.14%
---------- ----------
27,749,708 63.36%
========== ==========
==================
D. Unlisted Option
Holders
---
Options exercisable at 2.8 UK Pence on or before 8 March
2007
Name Number of Options %
Hoodless Brennan & 2,790,567 100%
Partners PLC ---------- ----------
2,790,567 100%
========== ==========
E. Substantial Number of Ordinary Shares %
Shareholders
in which interests held
Situate Pty Ltd and 18,500,000 13.26%
Taveroam Pty Ltd
Eco International Pty 13,788,124 9.88%
Ltd and RJ & R Telford
Sandstone Securities Pty 12,700,000 9.10%
Ltd and King Town
Holdings Pty Ltd
F. Schedule of Interests
------------------ ------------------ ------------------
Name of Project % Interests Other Parties
------------------ ------------------ ------------------
------------------
2004 2003
------------------ ---------- ---------- ------------------
Zeehan Tin
Deposit -
Tasmania 40% 40% Western Metals Ltd 60%
------------------ ---------- ---------- ------------------
Abu Dabbab
Project -
Egypt 50% 50% EGSMA - 50%
------------------ ---------- ---------- ------------------
--------------------------
Exchange Rate US$0.70 = A$1
Exchange Rate US$0.70 = A$1
The Annual Report and Accounts were posted to all shareholders on 27 September
2004 and are available free of charge from the offices of Grant Thornton
Corporate Finance, Grant Thornton House, Melton St, Euston Square London NW1
2EP.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SESSUASLSESU
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