Catalyst Metals Limited
Annual Report 2007

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ABN 54 118 912 495 ANNUAL REPORT AND FINANCIAL STATEMENTS YEAR ENDED 30 JUNE 2007 CONTENTS PAGE CORPORATE DIRECTORY CHAIRMAN’S REPORT DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION BALANCE SHEET INCOME STATEMENT STATEMENT OF CHANGES IN EQUITY CASH FLOW STATEMENT NOTES TO THE FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDIT REPORT CORPORATE GOVERANCE STATEMENT ASX ADDITIONAL INFORMATION 2 3 4 13 14 15 16 17 18 34 35 37 42 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 1 CORPORATE DIRECTORY DIRECTORS AUDITORS Nathan McMahon (Non Executive Chairman) Bryan Dixon (Non Executive Director) Mark Thompson (Non Executive Director) RSM Bird Cameron Partners 8 St Georges Terrace Perth WA 6000 COMPANY SECRETARY Lisa Wynne SHARE REGISTRY Security Transfer Registrars 770 Canning Hwy Applecross WA 6153 Telephone: +618 9315 2333 Facsimile: +618 9315 2233 REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS Level 1 22 Oxford Close West Leederville, Western Australia 6007 +618 93882967 Phone: Facsimile: +618 9380 5911 Email: info@catalystmetals.com Website: www.catalystmetals.com STOCK EXCHANGE LISTING The Company is listed on Australian Stock Exchange Limited Home Exchange – Perth ASX Codes: CYL CYLO Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 2 CHAIRMAN’S REPORT Dear Shareholder, The past twelve months has been significant for the company in that two of the founding directors were replaced following an Extraordinary General Meeting on 27th July 2007. The current Board acknowledges the strong support by shareholders. Since that time the Company has been active in planning a drill programme at Minnie Springs were the molybdenum target is yet to be adequately tested. A consultant geologist with specific expertise in porphyry mineralisation has planned a diamond drill programme which will be implemented in the forthcoming months. The Company will also investigate the tungsten, uranium, gold and copper potential of the project area. World consumption of molybdenum has to approximately 200,000 tonnes per annum. Over the past two years molybdenum prices have steadily climbed with molybdenum oxide peaking at a 25 year-high of US$40.00 per lb in May 2005. The current price is approximately US$32.25/lb. This is in stark contrast to the price of US$3 to US$5 paid during the 1990s. increased 400% since the mid-1960s The distribution of molybdenum reserves and production is concentrated in only a few countries in the world, with China, USA, Chile and Canada holding nearly 90% of the reserves. USA, Chile and China are the main producers (75%) with each having outputs in 2003 of approximately 30,000 tonnes. The roles for molybdenum are varied and increasing across developing and industrialised nations; from stainless steel alloy infrastructure, to catalysts for the production of ultra low sulphur diesel(ULSD), and high temperature pipes for nuclear plants. On the back of strong growth in iron ore and steel minerals markets, world demand for molybdenum continues growing at an estimated 4-6% per annum. The world molybdenum market is now worth well over US$10 billion annually. Accordingly, the Company believes that the economic fundamentals of molybdenum remain very strong. The current Board has a strong track record of acquiring significant mineral assets and providing capital growth for shareholders and we remain committed to a thorough programme of project generation. Yours sincerely, Nathan McMahon Chairman 28 September 2007 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 3 DIRECTORS’ REPORT The Directors present their report on Catalyst Metals Limited for the year ended 30 June 2007. DIRECTORS The names of directors in office at any time during or since the end of the year are: Nathan McMahon (Appointed 27 July 2007) Mark Thompson Bryan Dixon (Appointed 27 July 2007) Howard Dawson (Removed 27 July 2007) James Malone (Removed 27 July 2007) Malcolm Carson (Resigned 3 August 2007) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. COMPANY SECRETARY Lisa Wynne was appointed as Company Secretary 1 August 2007 following the resignation of Michael Higginson. CORPORATE STRUCTURE Catalyst Metals Ltd is a company limited by shares that is incorporated and domiciled in Australia. Catalyst Metals Ltd had no controlled entities during the financial year. NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES The principal activity of the Company during the year was exploration of its Minnie Creek Project north east of Carnarvon in Western Australia. RESULTS OF OPERATIONS The operating loss after income tax of the Company for the year ended 30 June 2007 was $168,832 (2006: $47,310). The Company’s basic loss per share for the year was 0.8 cents (2006: 3.0 cents). DIVIDENDS No dividend has been paid during or is recommended for the financial year ended 30 June 2007. EMPLOYEES The Company employed 3 employees as at 30 June 2007 (2006: 3). REVIEW OF OPERATIONS The Company was admitted to the Official List of the ASX during July 2006 following the closure of an initial public offer of 16 million shares to raise $3,200,000. The Company drilled the Minnie Springs prospect and reported results in January 2007. In July 2007 a resolution was put to shareholders to remove Mr Howard Dawson and Mr Jim Malone from office and appoint Mr Nathan McMahon and Mr Bryan Dixon. The resolution was passed by shareholders at a general meeting held 27 July 2007. A more detailed review of the Company’s operations during the financial year is set out in the Chairman’s Report. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 4 DIRECTORS’ REPORT SIGNIFICANT CHANGES IN STATE OF AFFAIRS On 19 July 2006 the Company completed an initial public offering of 16 million shares to raise $3,200,000 and was admitted to the Official List of the ASX. On 12 October 2006 the company issued a prospectus offering shareholders the opportunity to participate in a 1 for 2 non-renounceable entitlements issue for a total of 11,500,000 options at 1 cent each to raise $115,000 before costs of the issue. On 30 May 2007, the Company received a notice pursuant to section 249D of the Corporations Act to convene a general meeting to seek shareholders approval to replace Howard Dawson and Jim Malone as directors of the company with Bryan Garrie Kenneth Dixon and Nathan Bruce McMahon. On 27 July at a meeting of shareholders, the shareholders approved the resolutions to re-structure the board and Messers Dixon and McMahon were appointed. There were no other significant changes in the state of affairs of the Company during the financial year. FUTURE DEVELOPMENTS Likely future developments in the operations of the Company are referred to in the Chairman’s Report. Other than as referred to in this report, further information as to likely developments in the operations of the Company and expected results of those operations would, in the opinion of the Directors, be speculative and prejudicial to the interests of the Company and its shareholders. SUBSEQUENT EVENTS There has not been any matter or circumstance that has arisen since 30 June 2007, which has significantly affected, or may significantly affect the operations of the Company, the result of those operations, or the state of affairs of the Company in subsequent financial years, other than: On 30 May 2007, the Company received a notice pursuant to section 249D of the Corporations Act to convene a general meeting to seek shareholders approval to replace Howard Dawson and Jim Malone as directors of the company with Bryan Garrie Kenneth Dixon and Nathan Bruce McMahon. On 27 July at a meeting of shareholders, the shareholders approved the resolutions to re-structure the board and Messers Dixon and McMahon were appointed. In July 2007, 347,500 options were exercised and converted to ordinary shares raising $69,500 in funds. FINANCIAL POSITION The Company’s working capital, being current assets less current liabilities was $2,592,498 at 30 June 2007 (2006:$125,690). 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. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 5 DIRECTORS’ REPORT INFORMATION ON DIRECTORS Nathan McMahon (Non Executive Chairman – Appointed 27 July 2007) Mr. McMahon has provided tenement management advise to the mining industry for approximately 14 years to in excess of 20 public listed mining companies. Mr. McMahon has specialised in native title negotiations, joint venture negotiations and project acquisition due diligence. He is a director of several unlisted mining and exploration companies with interests in platinum group elements, base metals, industrial minerals and diamond exploration. Qualifications: Bachelor of Commerce Directorships: Cazaly Resources Limited Bannerman Resources Limited South China Resources PLC Hodges Resources Limited Former Directorships: Graynic Metals Limited (From 2005 to 2006) Northern Mining Limited (From 2005 to 2006) Special Responsibilities: Member of both the Nomination and Remuneration Committee and a member of the Audit Committee. Interests in shares and options: 665,455 ordinary shares Mark Thompson (Non Executive Director) Mr Thompson has worked extensively throughout Africa, USA, South America and Australia on mineral exploration, resource development and palaeontologic projects since 1989. Mr Thompson has worked for companies including Western Mining Corp, Equatorial Mining Ltd, Panorama Resources Ltd and Centenary International Mining Ltd. He has successfully vendored the lead properties for other companies such as Image Resources NL and Meteoric Resources Ltd. Prior to returning to full time exploration in 2005, Mr Thompson was based in America to help explore and develop palaeontology resources in Montana and Wyoming. Mr Thompson is a member of the Society of Vertebrate Palaeontology, the National Speakers Association of Australia and an Editorial Board member/author of the Encyclopaedia of Anthropology. He brings to Catalyst a strong technical as well as practical experience in the exploration for mineral deposits. Special Responsibilities: Mr Thompson’s role encompasses the management of all mineral exploration, identification and operational functions of the company. His responsibilities also include health, safety and environment management. Directorships: None Interests in shares and options: 1,140,250 ordinary shares 1,000,000 Class A incentive shares 1,000,000 Class B incentive shares 545,000 options over ordinary shares 1,050,000 unlisted options over ordinary shares Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 6 DIRECTORS’ REPORT Bryan Dixon (Non-Executive Director - Appointed 27 July 2007) (Company Secretary – Resigned 1 February 2007) Mr Dixon has substantial experience in the mining sector and in the management of public and listed companies. Previously, Mr Dixon has been employed by KPMG, Resolute Samantha Limited, Société Générale and Archipelago Resources Plc. Mr Dixon is a Chartered Accountant and brings additional project development, project acquisition, financing and corporate skills to the Company. Bryan is a member of Company Secretaries Australia and has been Company Secretary with a number of resources companies. Qualifications: Bachelor of Commerce Chartered Accountant Graduate Diploma in Company Secretarial Practice Special Responsibilities: Ongoing business development, all capital raisings, investor relations, ASX liaison, risk identification, corporate governance and financial management of the Company. Mr Dixon is Chairman of both the Audit Committee and a member of the Nomination and Remuneration Committee. Directorships: Hodges Resources Ltd – Non Executive Director Blackham Resources Ltd – Managing Director Interests in shares and options: 510,000 ordinary shares Lisa Wynne (Company Secretary) Ms Wynne performed this role from 11 October 2006 to 6 June 2007 following her resignation. Ms Wynne was re-appointed as Company Secretary by the new management on 1 August 2007. Ms Wynne has a Bachelor of Commerce and is a Chartered Accountant with 6 years experience working with listed entities in senior financial roles responsible for management and financial reporting, taxation, and ensuring continuous disclosure and compliance. Lisa presently works with a number of emerging ASX and AIM listed resource companies and specialises in financial and company secretarial transaction and corporate work. DIRECTORS’ MEETINGS The number of meetings attended by each of the Directors of the Company during the financial year was: Board Meetings Audit Committee Meetings Number held and entitled to attend Number Attended Number held and entitled to attend Number Attended Mark Thompson Howard Dawson (Removed 27 July 2007) Jim Malone (Removed 27 July 2007) Malcolm Carson (Resigned 1 August 2007) 13 13 13 1 13 12 12 1 2 2 2 - 2 2 1 - Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 7 DIRECTORS’ REPORT ENVIRONMENTAL ISSUES The Company’s operations are subject to State and Federal laws and regulation concerning the environment. Details of the Company performance in relation to environmental regulation are as follows: The Company’s exploration activities are subject to the Western Australian Mining Act. The Company has a policy of complying with or exceeding its environmental performance obligations. The Board believes that the Company has adequate systems in place for the management of its environmental requirements. The Company aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The Directors of the Company are not aware of any breach of environmental legislation for the financial year under review. PROCEEDINGS ON BEHALF OF THE 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. SHARE OPTIONS As at the date of this report, there were 12,202,500 unissued ordinary shares under option. No person entitled to exercise any option referred to above have or had, by virtue of the option, a right to participate in any share issue of any other body corporate. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 8 DIRECTORS’ REPORT REMUNERATION REORT This report details the type and amount of remuneration for each director of Catalyst Metals Limited, and for the executives receiving the highest remuneration. The information provided in this report includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. Remuneration Policy It is the company’s objective to provide maximum stakeholder benefit from the retention of a high quality board by remunerating directors fairly and appropriately with reference to relevant employment market conditions. To assist in achieving the objective the Board links the nature and amount of executive directors’ emoluments to the company’s financial and operational performance. The expected outcomes of this remuneration structure are: • • Retention and Motivation of Directors Performance rewards to allow Directors to share the rewards of the success of Catalyst Metals Limited The remuneration of an executive director will be decided by the Remuneration and Nomination Committee. In determining competitive remuneration rates the Committee reviews local and international trends among comparative companies and the industry generally. It also examines terms and conditions for the employee share option plan. The maximum remuneration of non-executive Directors is the subject of Shareholder resolution in accordance with the Company’s Constitution, and the Corporations Act 2001 as applicable. The appointment of non-executive Director remuneration within that maximum will be made by the Board having regard to the inputs and value of the Company of the respective contributions by each non- executive Director. The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company. There is no scheme to provide retirement benefits, other than statutory superannuation, to non- executive directors. All equity based remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the Black-Scholes methodology. Performance Based Remuneration The issue of options to directors in accordance with the Company’s employee share option plan to encourage the alignment of personal and shareholder returns. The intention of this program is to align the objectives of directors/executives with that of the business and shareholders. In addition all directors and executives are encouraged to hold shares in the Company. The Company has not paid bonuses to directors or executives to date. Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration The remuneration policy has been tailored to maximise the commonality of goals between shareholders and directors and executives. The method applied in achieving this aim to date being the issue of options to directors to encourage the alignment of personal and shareholder interests. The company believes this policy will be the most effective in increasing shareholder wealth. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 9 DIRECTORS’ REPORT Details of Remuneration for Year Ended 30 June 2007 Details of the remuneration for each director and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the Company during the year are set out in the following tables: The key management personnel of the Company includes the directors as per page 4 above and the following executive officer who’s remuneration must be disclosed under the Corporations Act 2001 as they are one of the 5 highest remunerated executives: • 2007 Name Bryan Dixon – Company Secretary (From 7 March 2006 to 1 February 2007) Short-term employment benefits Cash salary and fees Post- employment benefits Superannuation Options Share-based payments Total Non-executive directors J Malone # M Carson (from 26 May 2006 to 3 Aug 2007) H Dawson # Executive directors M Thompson Total key management personnel compensation Other company officers B Dixon (resigned 1 Feb 2007) L Wynne (Appointed 11 October 2006, resigned 6 June 2007) 31,950 - 36,696 119,761 188,407 36,528 4,592 1,638 - 3,302 5,367 10,307 - - - - - 82,609 82,609 - - 33,588 - 39,998 207,737 281,323 36,528 4,592 # On 27 July 2007, the shareholders voted to remove Messers Dawson and Malone from the board of the Company. 2006 No remuneration was paid to Directors or Executives during the financial year ended 30 June 2006. Performance Income as a Proportion of Total Remuneration 1,050,000 options were issued to Mark Thompson in July 2006. 47 % of Mr Thompson’s remuneration for the financial year consists of options. Employment Contracts of Directors and Senior Executives There were no formal contracts finalised as at the completion of the June 2007 financial year for Non- executive Directors. Non-executive Directors are paid under the terms agreed to by a directors resolution at rates detailed below: Mr Dawson received director’s fees of $40,000 per annum inclusive of superannuation requirements. Mr Malone received director’s fees of $30,000 per annum inclusive of superannuation requirements. Mr McMahon will receive director’s fees of $35,000 per annum inclusive of superannuation requirements. Mr Thompson will receive director’s fees of $30,000 per annum inclusive of superannuation requirements. Mr Dixon will receive director’s fees of $30,000 per annum inclusive of superannuation requirements. Mr Thompson had an employment agreement in place during the year whereby he receives up to $100,000 per annum fully inclusive of superannuation requirements. Lateral Minerals Pty Ltd, a related Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 10 DIRECTORS’ REPORT party of Mr Thompson, is engaged by the Company and receives $3,800 per month for the provision of exploration and development services. These contracts were terminated on 31 May 2007. The Company Secretary has a monthly agreement on ordinary commercial terms. SHARE-BASED COMPENSATION Options over shares in the Company are granted under the Catalyst Metals Limited Employee Incentive Scheme (Scheme). The purpose of the Scheme is to give employees, directors, executive officers and consultants of the Company an opportunity, in the form of options, to subscribe for ordinary shares in the Company. The Directors consider the Scheme will enable the Company to retain and attract skilled and experienced employees, board members and executive officers and provide them with the motivation to make the Company more successful. The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting years are as follows: Grant date 16 July 2006 16 July 2006 16 July 2006 Date vested and exercisable 16 July 2006 16 July 2006 16 July 2006 Expiry date Exercise price 16 July 2009 16 July 2009 16 July 2009 $0.25 $0.30 $0.35 Value per option at grant date $0.088 $0,078 $0.070 Details of options over ordinary shares in the Company provided as remuneration to each director and each of the key management personnel of the Company are set out below. When exercisable, each option is convertible into one ordinary share of Catalyst Metals Limited. Further information on the options is set out in note 12 to the financial statements. Number of options granted during the year Number of options vested during the year Name Mark Thompson 2007 1,050,000 2006 - 2007 1,050,000 2006 - The assessed fair value at grant date of options granted is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the options. The model inputs for options granted during the year ended 30 June 2007 included: a) options are granted for no consideration and vest immediately b) exercise price $0.25, $0.30 and $0.35 c) grant date: 16 July 2007 d) expiry date: 16 July 2009 e) share price at grant date: $0.20 f) risk-free interest rate: 5.5% INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS There are no insurance policies in place for Directors and Officers insurance. The Directors and Officers have indemnities in place with the Company. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 11 DIRECTORS’ REPORT NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditors’ expertise and experience with the company are important. There were no non-audit services provided by the Company’s external auditor during the year. During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms: 1. Audit services Audit and review of financial reports 16,750 5,000 2007 2006 2. Non-audit services AUDITOR’S INDEPENDENCE DECLARATION - 5,000 The lead auditor’s independence declaration for the year ended 30 June 2007 has been received and immediately follows the Directors’ Report. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Catalyst Metals support and have adhered to the principles of sound corporate governance. The Board recognises the recent recommendations of the Australian Stock Exchange Corporate Governance Council, and considers that Catalyst Metals is in compliance with those guidelines which are of critical importance to the commercial operation of a junior listed resources company. During the financial year, shareholders continued to receive the benefit of an efficient and cost-effective corporate governance policy for the Company. The Company’s corporate governance statement and disclosures are contained in the annual report. This report is made in accordance with a resolution of the Directors. Nathan McMahon Non Executive Director Perth, Western Australia 28 September 2007 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 12 BALANCE SHEET As at 30 June 2007 Current Assets Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Non-Current Assets Property, plant and equipment Exploration and evaluation expenditure Total Non-Current Assets Note 2007 2006 $ 6 7 8 10 9 2,647,576 96,338 13,973 8,850 - 53,468 2,661,549 158,656 13,102 523,077 536,179 - - - TOTAL ASSETS 3,197,728 158,656 Current Liabilities Trade and other payables TOTAL LIABILITIES NET ASSETS Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY 11 69,051 32,966 69,051 32,966 3,128,677 125,690 12 13 13 3,262,210 173,000 82,609 - (216,142) (47,310) 3,128,677 125,690 The above balance sheet should be read in conjunction with the accompanying notes. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 14 INCOME STATEMENT For the Year Ended 30 June 2007 Revenue Occupancy costs Professional fees Administration costs Exploration costs Personnel Other Loss before income tax expense Income tax expense Net loss attributable to members of Company Basic loss per share (cents per share) Diluted loss per share (cents per share) Note 2007 $ 2006 $ 2 3 3 3 3 3 3 5 4 4 171,684 1,009 (31,271) (67,777) (74,414) (11,781) (153,706) (1,567) (1,619) (8,310) (4,747) (33,643) - - (168,832) (47,310) - - (168,832) (47,310) (0.8 cents) (0.8 cents) (3.0 cents) (3.0 cents) The above income statement should be read in conjunction with the accompanying notes. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 15 STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2007 Issued Capital Accumulated Reserves Total Balance on incorporation Loss Issue of shares $ - - 173,000 losses $ - (47,310) - Balance at 30 June 2006 173,000 (47,310) Loss Equity-based payments Issue of shares Issue of options Share issue costs Balance at 30 June 2007 - - 3,200,000 115,000 (225,790) 3,262,210 (168,832) - - - - $ $ - - - - - 82,609 - - - - (47,310) 173,000 125,690 (168,832) 82,609 3,200,000 115,000 (225,790) (216,142) 82,609 3,128,677 The above statement of changes in equity should be read in conjunction with the accompanying notes. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 16 CASH FLOW STATEMENT For the Year Ended 30 June 2007 Cash Flows from Operating Activities Payments for exploration and evaluation Payments to suppliers, contractors and employees Interest received Note 2007 $ 2006 $ (421,617) (202,498) 165,684 (31,981) (13,066) 1,009 Net cash flows used in operating activities 14 (458,431) (44,038) Cash Flows from Investing Activities Payments for property, plant and equipment Payments for exploration property Proceeds from disposal of property, plant and equipment Net cash flows used in investing activities Cash Flows from Financing Activities Proceeds from issue of shares and other equity securities Share issue expenses (15,625) (100,000) 1,090 (114,535) - - - - 3,315,000 (190,796) 173,000 (32,624) Net cash flows from financing activities 3,124,204 140,376 Net increase cash and cash equivalents 2,551,238 96,338 Cash and cash equivalents at the beginning of the financial year 96,338 - Cash and cash equivalents at the end of the financial year 6 2,647,576 96,338 The above cash flow statement should be read in conjunction with the accompanying notes. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 17 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (a) Statement of Compliance The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with the A-IFRS ensures that the financial statements and notes of the Company comply with International Financial Reporting Standards (‘IFRS’). (b) Basis of preparation The financial report covers Catalyst Metals Limited, which is a listed public company, incorporated and domiciled in Australia. Catalyst Metals was admitted to the official list of the Australian Stock Exchange in July 2006. 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 following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (c) Revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. (d) Impairment Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment loss is recognised for the amount by which the assets’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and value in use. (e) Cash and cash equivalents For the purpose of the cash flow statement, cash includes cash on hand and at call deposits with banks or financial institutions and investments in money market instruments with less than 30 days to maturity. (f) Trade and other receivables Trade receivables, loans, and other receivables are recorded at amortised cost less impairment. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 18 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 (g) Exploration and Evaluation Expenditure Exploration and evaluation expenditure is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure. Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation. incurred by or on behalf of the Company Exploration expenditure for each area of interest is written off as incurred, except that it may be carried forward provided that one of the following conditions is met: • such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or • exploration activities in an area of interest have not, at balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. The Company performs impairment testing when facts and circumstances suggest the carrying amount has been impaired. If it was determined that the asset was impaired it would be immediately written off to the income statement. Expenditure is not carried forward in respect of any area of interest unless the Company’s right of tenure to that area of interest is current. Expenditures incurred before the Company has obtained legal rights to explore a specific area is expensed as incurred. Amortisation is not charged on areas under development, pending commencement of production. (h) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. (i) Provisions Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. (j) Employee entitlements Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liabilities, are used. Employee benefit expenses and revenues arising in respect of the following categories: • wages and salaries, non-monetary benefits, annual leave, long service leave and other leave benefits, and • other types of employee benefits are recognised against profits on a net basis in their respective categories. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 19 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) (k) Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the year. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the year Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. (l) Equity based payments The Company determines the fair value of options issued to employees as remuneration and recognises the expense in the income statement. This policy is not limited to options and also extends to other forms of equity based remuneration. Fair value is measured using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period. (m) Earnings per share Basic earnings per share is determined by dividing the profit from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 20 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) (n) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financial activities, which are recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (o) Critical accounting estimates and judgments The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic date, obtained both externally and within the Company. Examples of those areas which require accounting estimates and judgments include carrying values of exploration expenditure and share–based payments. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 21 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 2. Revenue Interest received 3. Expenses Loss before income tax includes the following specific expenses: Directors fees Audit fees Web site costs Exploration costs written off (refer note 1(g)) Depreciation Share-based payments Net loss on disposal of property, plant & equipment 4. Earnings per Share 2007 $ 2006 $ 171,684 1,009 28,199 16,750 3,152 11,781 1,214 82,609 218 - 5,000 2,400 33,643 - - - 2007 No. of Shares 2006 No. of Shares Weighted average number of ordinary shares outstanding during the year used in calculation of earnings per share Weighted average number of potential ordinary shares outstanding during the year used in calculation of diluted earnings per share 22,210,989 1,600,000 22,210,989 1,600,000 5. Income taxes (a) Income tax recognised in profit No income tax is payable by the parent or consolidated entities as they both recorded losses from income tax purposes for the year, as a tax consolidated group (b) Numerical reconciliation between income tax expense and the loss before income tax Loss before tax Income tax benefit at 30% (2006:30%) Tax effect of: - non deductible expenses - share based payments - deductible capital raising expenditure - deductible temporary differences 2007 $ (168,832) 2006 $ (47,310) (50,650) (14,193) 869 24,783 (13,547) (155,123) - - - - Deferred tax asset not recognised 193,669 14,193 Income tax benefit attributable to loss from ordinary activities before tax - - (c) Unrecognised deferred tax balances Tax losses attributable to members of the tax consolidated group 692,873 47,310 Net unrecognised deferred tax asset at 30% 207,862 14,193 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 22 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 6. Cash and cash equivalents Cash at bank 7. Trade and other receivables Sundry debtors Provision for doubtful debtors 8. Other current assets Prepaid capital raising costs 9. Exploration and Evaluation Expenditure Written down value – opening Exploration expenditure Write downs (refer note 1(g)) 2007 $ 2006 $ 2,647,576 96,338 13,973 - 13,973 - - 534,858 (11,781) 8,850 - 8,850 53,468 - 33,642 (33,642) Written down value – closing 523,077 - 10. Property, plant and equipment Year ended 30 June 2007 Opening net book amount Additions Disposals Depreciation charge Closing net book amount At 30 June 2007 Cost or fair value Accumulated depreciation Net book amount Computer equipment Furniture, fittings and equipment - 5,044 (1,308) (664) 3,072 3,590 (518) 3,072 - 10,580 - (550) 10,030 10,580 (550) 10,030 Total $ - 15,624 (1,308) (1,214) 13,102 14,170 (1,068) 13,102 11. Trade and other payables Current Payables Trade creditors Accruals Payments due to directors (see Note 14(e)) Trade liabilities are non-interest bearing and normally settled on 30-day terms. 18,809 50,242 - 69,051 25,903 5,000 2,063 32,966 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 23 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 12. Contributed Equity (a) Share capital Ordinary shares Fully paid Incentive shares Class A Class B (b) Other equity securities Options – Listed Options - Unlisted 2007 Number 2007 $ 2006 Number 2006 $ (c) 23,000,000 3,151,432 7,000,000 165,000 4,000,000 4,000,000 4,000 4,000 4,000,000 4,000,000 4,000 4,000 31,000,000 3,159,432 15,000,000 173,000 (d) 11,500,000 102,778 1,050,000 - - - - - Total contributed equity 43,550,000 3,262,210 15,000,000 173,000 (c) Movements in Ordinary Shares Details Balance at beginning of year Number of Shares 7,000,000 Issue price $’000 165,000 Share placement at 0.20 cents 16,000,000 $0.20 3,200,000 Less: Transaction costs Balance at end of year 23,000,000 (213,568) 3,151,432 (d) Movements in other equity securities Details Listed Options Balance at beginning of year Number of Shares Issue price $’000 - Entitlement issue at 1 cent 11,500,000 $0.01 Less: Transaction costs Balance at end of year Unlisted Options Balance at beginning of year Issued Balance at end of year (e) Ordinary shares 11,500,000 - 1,050,000 1,050,000 - - 115,000 (12,222) 102,778 - - - On 27 March 2006 the Company completed an initial public offering and raised $3,200,000 through the issue of 16,000,000 ordinary shares at $0.20 per share. On a show of hands, every member present in person or by proxy shall have one vote and, upon a poll, each share shall have one vote. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 24 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 12. Contributed Equity (cont) (f) Incentive Shares Class A Incentive Shares • • • • The Class A Incentive shares are a separate class of shares that will be convertible into ordinary shares. They do no carry any voting rights in the company or rights to participate in new issues (whether bonus or rights) in the Company. Each incentive share will convert into one ordinary share upon the earlier of: (i) (ii) (iii) the volume weighted average price for 30 days of Catalyst Metals Limited ordinary shares exceeds $0.50 or; the Company directly or indirectly secures an asset with JORC measured, indicated and inferred resources exceeding 150,000 gold equivalent ounces; a takeover bid becoming unconditional; entering into and the Court approving a solvent scheme of arrangement or reconstruction which as the effect of changing the control of the Company. If the above do not occur, within 3 years from the date the Company’s ordinary shares are admitted to quotation of ASX, each 100,000 incentive shares will convert into one ordinary share (with any fractional entitlement being rounded up to the nearest whole full paid share. The incentive shares are unlisted and non transferable. Class B Incentive Shares • • • • The Class B Incentive shares are a separate class of shares that will be convertible into ordinary shares. They do no carry any voting rights in the company or rights to participate in new issues (whether bonus or rights) in the Company. Each incentive share will convert into one ordinary share upon the earlier of: (i) (ii) (iii) the volume weighted average price for 30 days of Catalyst Metals Limited ordinary shares exceeds $0.75 or; the Company directly or indirectly secures an asset with JORC measured, indicated and inferred resources exceeding 225,000 gold equivalent ounces; a takeover bid becoming unconditional; entering into and the Court approving a solvent scheme of arrangement or reconstruction which as the effect of changing the control of the Company; and conditional on the Minnie Creek Project being the main focus of the Company at the time of the (i), (ii) and (iii) above. If the above do not occur, within 3 years from the date the Company’s ordinary shares are admitted to quotation of ASX, each 100,000 incentive shares will convert into one ordinary share (with any fractional entitlement being rounded up to the nearest whole full paid share. The incentive shares are unlisted and non transferable. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 25 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 12. Contributed Equity (cont) (g) Options 1,050,000 options over ordinary shares in the Company were issued to Mark Thompson in July 2006. The options entitle the holders to subscribe for fully paid ordinary shares in the Company and the Option may be exercised at any time until 31 December 2008. The options were issued as three different series, with strike price of $0.25, $0.30 and $0.35 respectively. The Options will lapse at 5.00pm WST on 16 July 2009. On 7 December 2006 the Company completed a non-renounceable entitlement issue of options and raised $115,000 through the issue of 11,500,000 options over ordinary shares in the Company. The options entitle the holders to subscribe for fully paid ordinary shares in the Company and the Option may be exercised at any time until 31 December 2008 at an exercise price of twenty cents (20c) per Option exercised. The Options will lapse at 5.00pm WST on 31 December 2008. 2007 $ 2006 $ 13. Reserves & Retained Profits a) Reserves Share-based payments reserve Balance at the beginning of this year Option expense Balance at the end of the year b) Retained losses Balance at the beginning of this year Loss for the year Balance at the end of the year - 82,609 82,609 47,310 168,832 216,142 - - - - 47,310 47,310 14. Notes to the Cash Flow Statement (a) Reconciliation of net cash used in operating activities to operating loss after income tax Operating loss after tax (168,832) (47,310) Add non cash items: Depreciation Net loss on disposal of non-current assets Share-based payments expense Changes in net assets and liabilities Increase in receivables Increase in payables Increase in exploration 1,214 218 82,609 - - - (7,492) 56,929 (523,077) (8,850) 12,122 - Net cash outflow from operating activities (558,431) 44,038 (b) Non-cash financing and investing activities The Company did not have any non-cash financing or investing activities during the year (2006: Nil) Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 26 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 15. Key Management Personnel Compensation (a) Directors and Specified Executives The names and positions held by key management personnel in office at any time during the year are: Directors M Thompson H Dawson J Malone M Carson Executives & Officers Executive Director Non-Executive Chairman (From 21 March 2006 to 27 July 2007) Non-Executive Director (From 21 March 2006 to 27 July 2007) Non-Executive Director (From 29 May 2007 to 3 August 2007) B Dixon Company Secretary (From 21 March 2006 to 1 February 2007) All of the above persons were also key management persons during the year ended 30 June 2006, except M Carson. (b) Key management personnel remunerations Short-term employee benefits Post-employment benefits Share based payments 2007 229,167 10,307 82,609 322,443 2006 - - - - The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the directors’ report. The relevant information can be found in the remuneration report on pages 9 to 11 of the directors report. (d) Equity instrument disclosures relating to key management personnel (i) Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and share issued on the exercise of such options, together with terms and conditions of the options, can be found in the remuneration report on pages 9 to 11 of the directors report. ii) Option holdings The numbers of options over ordinary shares in the company held during the year by each director of the Company and other key management personnel, including their personally related parties, are set out below: 2007 Directors M Thompson J Malone H Dawson M Carson Balance at beginning of year - - - - Other key management personnel Bryan Dixon # - Granted as compensation Exercised Other changes Balance at end of year Vested and exercisable 1,050,000 - - - - - - - - - - 545,000 457,500 395,000 10,000 - 1,595,000 1,595,000 457,500 395,000 10,000 457,500 395,000 10,000 220,000 220,000 220,000 # Bryan Dixon resigned as company secretary of the Company on 1 February 2007 2006 There were no options held during the 2006 financial year by directors and other key management personnel. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 27 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 15. Key Management Personnel Compensation (cont) (d) Equity instrument disclosures relating to key management personnel (iii) Shareholdings Ordinary Shares The numbers of ordinary shares in the company held during the financial year by each director and other key management personnel of the Company, including their personally related parties, are set out below. There were no shares granted during the year as compensation. 2007 Directors H Dawson J Malone M Thompson M Carson Other key management personnel Bryan Dixon # Ordinary Shares Balance at beginning of year Received during the year on exercise of options Other changes Balance at end of year 1,040,000 915,000 1,000,000 - 415,000 - - - - - - 50,000 90,000 20,000 1,040,000 965,000 1,090,000 20,000 - 415,000 # Bryan Dixon resigned as company secretary of the Company on 1 February 2007 2006 Directors H Dawson J Malone M Thompson Ordinary Shares Balance at beginning of year Received during the year on exercise of options Other changes Balance at end of year - - - - - - 1,040,000 915,000 1,000,000 1,040,000 915,000 1,000,000 Incentive shares The numbers of incentive shares in the company held during the financial year by each personally related parties, are set out below: 2007 Directors H Dawson J Malone M Thompson Class A Incentive Shares Class B Incentive Shares Balance at beginning of year Other changes Balance at end of year Balance at beginning of year Other changes Balance at end of year 600,000 900,000 1,000,000 - - - 600,000 900,000 600,000 900,000 1,000,000 1,000,000 - - - 600,000 900,000 1,000,000 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 28 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 15. Key Management Personnel Compensation (cont) 2006 Directors H Dawson J Malone M Thompson Class A Incentive Shares Class B Incentive Shares Balance at beginning of year Other changes Balance at end of year Balance at beginning of year Other changes Balance at end of year - - - 600,000 600,000 900,000 900,000 1,000,000 1,000,000 - - 600,000 900,000 600,000 900,000 - 1,000,000 1,000,000 (e) Loans to key management personnel Amounts payable to Directors and Director related entities at the end of the financial year, included in current liabilities (f) Other transactions with key management personnel 2007 $ 2006 $ - 2,063 Messers Dawson and Malone are directors and shareholders of Discovery Capital Limited. Catalyst Metals Limited had an agreement based on normal commercial terms and conditions to reimburse for office rental. Messers Dawson and Malone are directors of Latin Gold Limited . Catalyst Metals Limited had an agreement based on normal commercial terms and conditions to reimburse for office and administrative expenses. Mr Thompson, is a related party of Lateral Minerals Pty Ltd. Catalyst Metals Limited has entered into a contract with Lateral Minerals Pty Ltd during the year for the provision of exploration and development services and vehicle hire. Messers Dawson and Malone are directors of Latin Gold Limited, Discovery Capital Limited and Uranium King Limited, all of whom had an agreement based on normal commercial terms and conditions to reimburse the Company for secretarial services. Aggregate amounts of each of the above types of other transactions with key management personnel of Catalyst Metals Limited: Purchases Rent of office building Administrative and office overheads Exploration services and vehicle hire Sales Reimbursements for secretarial services 2007 $ 43,227 21,282 39,996 12,254 2006 $ - - - Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 29 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 16. Related Party Disclosures Key Management Personnel Red Dog Option and Joint Venture Agreement (Red Dog Agreement) Red Dog Prospecting Pty Ltd, a company which Mr Thompson is both a director and shareholder, entered into an Option and Joint Venture Agreement with Catalyst on 25 May 2006. Red Dog granted Catalyst an option to purchase a 90% interest in Tenements E09/1187, E09/1174 and E09/1291 for a purchase price of $100,000 (Option). Catalyst exercised the Option in July 2006. On the exercise of the Option by Catalyst, a joint venture was established between the parties (with Catalyst having a participating share of 90% and Red Dog having a participating share of 10%) for the purposes of prospecting, exploring and, if so decided by the parties, mining of marketable minerals and other commodities. Catalyst will be required to sole fund all exploration costs up to completion of a feasibility study. Catalyst will be Manager of the joint venture and, whilst it is solely funding exploration costs, it will have conduct of the joint venture operations as it sees fit. 17. Equity-based payments The Company has entered into an Employee Share Option Plan that allows for share options to be granted to eligible employees and officers of the Company. The number of share options that can be issued under the plan cannot exceed 5% of the total number of shares on issue. The terms and conditions of the share option issued under the plan are at the discretion of the Board however, the maximum term of the share option is five years. During the year 1,050,000 share options were granted to directors. All options granted to directors and key management personnel are ordinary shares in Catalyst Metals Limited, which confer a right of one ordinary share for every option held 18. Auditors’ Remuneration Amounts received or due and receivable by the auditors for: Auditing accounts Other services 19. Commitments There were no outstanding commitments, which are not disclosed in the financial statements as at 30 June 20067 other than: (a) Remuneration Commitments No later than 1 year Later than 1 year but not later than 5 years (b) Tenement commitments No later than 1 year Later than 1 year but not later than 5 years 2007 $ 2006 $ 16,750 - 5,000 5,000 16,750 10,000 - - - 105,600 105,600 211,200 312,586 123,500 - 312,586 312,586 - 123,500 334,700 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 30 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 20. Financial Instruments Notes Floating Interest Rate $ 1 year or less Over 1-5 years $ $ Non interest bearing $ Total $ - - - - - - - - - - - 6.21% 2,600,000 - 2007 Financial assets Cash equivalents and Trade receivables and cash other 6 7 Total financial assets Financial liabilities Trade payables and other 10 Total financial liabilities Net financial assets/(liabilities) 2006 Financial assets Cash equivalents and Trade receivables and cash other 6 7 5.35% - Total financial assets Financial liabilities Trade payables and other 10 Total financial liabilities Net financial assets Reconciliation of net financial assets to net assets Net Financial Assets Prepayments Property, plant & equipment Exploration Net Assets Interest rate risks - - - - - - - - - - - - 47,576 2,647,576 13,973 13,73 61,549 2,661,549 69,051 69,051 69,051 69,051 (7,502) 2,592,498 96,338 96,338 8,850 8,850 105,188 105,188 32,966 32,966 32,966 32,966 72,222 72,222 2007 $ 2,592,498 - 13,102 523,077 2006 $ 72,222 53,468 - - 3,128,677 125,690 The Company’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates. The Company does not have a formal policy in place to mitigate such risks. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 31 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 20. Financial Instruments (cont) Credit risk The maximum exposure to credit risk at balance date is the carrying amount (net of provision of doubtful debts) of those assets as disclosed in the balance sheet and notes to the financial statements. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded are spread amongst approved counterparties. Net fair value The net fair value of all assets approximates their carrying value. 21. Segment Information The Company operates within one mineral exploration segment in Australia. 22. Subsequent Events There has not been any matter or circumstance that has arisen since 30 June 2007, which has significantly affected, or may significantly affect the operations of the Company, the result of those operations, or the state of affairs of the Company in subsequent financial years, other than: On 30 May 2007, the Company received a notice pursuant to section 249D of the Corporations Act to convene a general meeting to seek shareholders approval to replace Howard Dawson and Jim Malone as directors of the company with Bryan Dixon and Nathan McMahon. On 27 July at a meeting of shareholder, the shareholders approved the resolutions to re-structure the board and Messers Dixon and McMahon were appointed. In July 2007, 347,500 options were exercised and converted to ordinary shares raising $69,500 in funds. 23. Contingent Liabilities and Contingent Assets The Company does not have any contingent liabilities or contingent assets at 30 June 2007. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 32 NOTES TO THE FINANCIAL STATEMENTS For The Year Ended 30 June 2007 24. New Accounting Standards and Interpretations The following Australian Accounting Standards have been issued or amended and are applicable to the Company but are not yet effective. They have not been adopted in preparation of the financial statements as at 30 June 2007 Application Date of Standard Application Date for Company 1 Jan 2007 1 July 2007 AASB Amendment Standards Affected Outline of Amendment AASB 2005–10: Amendment s to Australian Accounting Standards AASB 1: First time adoption of AIFRS AASB 4: Insurance Contracts AASB 101: Presentation of Financial Statements AASB 114: Segment Reporting AASB 117: Leases AASB 133: Earnings per Share AASB 1023: General Insurance Contracts AASB 1038: Life Insurance Contracts AASB 139: Financial Instruments: Recognition and Measurement The disclosure requirements of AASB 132: Financial Instruments: Disclosure and Presentation have been replaced due to the issuing of AASB 7: Financial Instruments: Disclosures in August 2005. These amendments will involve changes to financial instrument disclosures within the financial report. However, there will be no direct impact on amounts included in the financial report as it is a disclosure standard. AASB 132: Financial Instruments: Disclosure and Presentation As above 1 Jan 2007 1 July 2007 AASB 7: Financial Instruments: Disclosures Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 33 DIRECTORS’ DECLARATION The Directors of the Company declare that: 1. the financial statements and notes are in accordance with the Corporations Act 2001 and: (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 2007 and of the performance for the year ended on that date of the Company; 2. the Chairman and Chief Financial Officer have each declared that: (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; (b) the financial statements and notes for the financial year comply with the Accounting Standards; and (c) the financial statements and notes for the financial year give a true and fair view. 3. 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. Nathan McMahon Chairman Dated at Perth this 28th day of September 2007 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 34 CORPORATE GOVERNANCE STATEMENT The Board of Directors of Catalyst Metals Limited is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of Catalyst Metals Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. For further information on corporate governance policies adopted by Catalyst Metals Limited, refer to our website: www.catalystmetals.com Board Objectives The Board will develop strategies for the Company, review strategic objectives, and monitor the performance against those objectives. The overall goals of the corporate governance process are to: • • • drive shareholders value; assure a prudential and ethical base to the Company’s conduct and activities; and ensure compliance with the Company’s legal and regulatory obligations. Consistent with these goals, the Board assumes the following responsibilities; • • • • • developing initiatives for profit and assets growth; reviewing the corporate, commercial and financial performance of the Company on a regular basis; acting on behalf of, and being accountable to, the Shareholders; identifying business risks and implementing actions to manage those risks; and developing and effecting management and corporate systems to assure quality. The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in Board discussions on a fully informed basis. Structure of the Board The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report. Election of Board members is substantially the province of the Shareholders in general meeting. However, the Company commits to the following principles: • • the Board to comprise of Directors with a blend of skills, experience and attributes appropriate for the Company and its business; the principal criterion for the appointment of new Directors being their ability to add value to the Company and its business. The Board has accepted the ASX Corporate Governance Councils definition of an Independent Director contained in their report titled “The Principles of Good Corporate Governance and Best Practice Recommendations – March 2003”. Given the size of the company and the industry in which is operates, the current Board structure is considered to best serve the Company in meeting its objectives, given its small capitalisation, limited resources and existing operations. The composition of the Board is reviewed on an annual basis to ensure that the Board has the appropriate mix of expertise and experience. There are procedures in place, as agreed by the board, to enable directors to seek independent professional advice on issues arising in the course of their duties at the company’s expense. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 37 CORPORATE GOVERNANCE STATEMENT The term in office held by each director in office at the date of this report is as follows: Name Term in office Nathan McMahon Bryan Dixon Mark Thompson 2 months 2 months 19 months Remuneration and Nomination Committee The Board appointed a Remuneration and Nomination Committee which operates under a charter of the Board. Mr Dixon and Mr McMahon are both members of the Remuneration and Nomination Committee. Nomination Arrangements Where a vacancy is considered to exist, the Committee will select an appropriate candidate through consultation with external parties and consideration of the needs of shareholders and the Company. Such appointments will be referred to shareholders for re-election at the next annual general meeting. All Directors, except the Managing Director, are subject to re-election by shareholders at least every three years. When a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board will determine the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities. The Board will then appoint the most suitable candidate (assuming one is available) who must stand for election at the next annual general meeting. Performance During the reporting year the Company did not have a formal process for evaluation of Directors and Executives due to their only being three in total. The Chairman will undertake an annual assessment of the performance of the individual directors and meet privately with each director to discuss this assessment. Remuneration Arrangements It is the company’s objective to provide maximum stakeholder benefit from the retention of a high quality board by remunerating directors fairly and appropriately with reference to relevant employment market conditions. To assist in achieving the objective the Board links the nature and amount of executive directors’ emoluments to the company’s financial and operational performance. The expected outcomes of this remuneration structure are: • • Retention and motivation of Directors Performance rewards to allow Directors to share the rewards of the success of Catalyst Metals Limited The remuneration of an executive director will be decided by the Remuneration and Nomination Committee. In determining competitive remuneration rates the Committee reviews local and international trends among comparative companies and the industry generally. It also examines terms and conditions for the employee share option plan. The maximum remuneration of non-executive Directors is the subject of shareholder resolution in accordance with the Company’s Constitution, and the Corporations Act 2001 as applicable. The appointment of non-executive Director remuneration within that maximum will be made by the Board having regard to the inputs and value of the Company of the respective contributions by each non- executive Director. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 38 CORPORATE GOVERNANCE STATEMENT The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company. There is no scheme to provide retirement benefits, other than statutory superannuation, to non- executive directors. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the Black-Scholes methodology. Audit Committee The shareholders in a general meeting are responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors. The Board has established an audit committee in May 2006, which operates under a charter of the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the Company. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non information. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control of the Company to the audit committee. The members of the audit committee at the end of the year and date of this report were: N McMahon B Dixon L Wynne Qualifications of audit committee members Mr Dixon has a degree in Commerce and is a Chartered Accountant who has extensive experience as an auditor in a big four firm. Mr Dixon is also a member of Chartered Secretaries Australia. Mr McMahon brings to the Committee additional technical, financial and corporate skills. Ms Wynne holds the office of Company Secretary. Ms Wynne has a degree in Commerce and is a Chartered Accountant who has extensive experience in financial accounting and audit. Ms Wynne is also a student member of Chartered Secretaries Australia. For details on the number of meetings of the Audit Committee held during the year and the attendees at those meetings, refer to the Directors’ Report. Identification and Management of Risk The Board’s collective experience will enable accurate identification of the principal risks which may affect the Company’s business. Management of these risks will be discussed by the Board at periodic (at least annual) strategic planning meetings. In addition, key operational risks and their management, will be recurring items for deliberation at Board meetings. Ethical Standards The Board is committed to the establishment and maintenance of appropriate ethical standards to underpin the Company’s operations and corporate practices. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 39 CORPORATE GOVERNANCE STATEMENT Corporate Governance Disclosures During the financial year Catalyst Metals has complied with each of the 10 Essential Corporate Governance Principles and the corresponding Best Practice Recommendations, other than in relation to the matters specified below: Best Practice Recommendation Best Practice Recommendation Notification of Departure Explanation of Departure 2.1 Structure of the Board The majority of the Board are not independent directors 2.2 The Chairperson should an be independent director The chair, Mr Nathan McMahon is not considered independent an director The Board has determined that, consistent with the size of the Company and its activities, the Board shall be comprised of three Directors, two of whom, are non-executive. The Board recognises that best practice occurs when the Board comprises a majority of non-executive directors. The Board continues to strive to meet the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX or other such principles and guidance as the Board may consider appropriate from time to time, however the Board also recognises that complying with the ASX Corporate Governance Council Recommendation 2.1 “A majority of the Board should be independent directors” is impractical given the size of the company and the industry in which is operates. The Board instead aims to assess the independence of the Company’s non-executive Director on an ongoing basis requiring full disclosure where conflicts of interests arise. refers to the criteria The Board independence as recommended by the ASX in considering independence of the Chairman. for In the interests of disclosure, the Board notes that Mr McMahon is shareholder in the Company. Furthermore, the Board notes that Mr McMahon is not an executive and as such, the Board considers that there is limited scope for Mr those of Mahon’s personal shareholders. to conflict with interests The Board (subject to members’ voting rights in general meeting) is responsible for selection of new members and succession planning, and has regard to a candidate’s experience and competence in areas such as exploration, finance and administration. The wide commercial experience of Mr McMahon assists Catalyst Metals its corporate objectives and plans. in meeting Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 40 CORPORATE GOVERNANCE STATEMENT Best Recommendation Practice Notification Departure of Explanation of Departure 4.3 Structure of the Audit Committee Audit Committee’s Chairman independent is not The Board has established an audit committee in May 2006, which operates under a charter of the Board and consists of all Non-Executive Directors. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control of the Company to the audit committee. The Board recognises that best practice occurs when the Audit committee comprises of only non-executive directors; a majority of non-executive directors; an independent chairperson who is not a chair of the board and at least three members. The Board continues to strive to meet the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX or other such principles and guidance as the Board may consider appropriate from time to time, however the Board also recognises that complying with the ASX Corporate Governance Council Recommendation 4.3 is impractical given the size of the company and the industry in which it operates. Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 41 ASX ADDITIONAL INFORMATION Additional information required by Australian Stock Exchange Limited and not shown elsewhere in this Annual Report is as follows. The information is made up to 20 September 2007. DISTRIBUTION OF SHAREHOLDERS Analysis of numbers of equity security holders by size of holding Class of Equity Security Holders Fully Paid Ordinary Shares Options 1-1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 3 60 91 261 34 449 7 77 55 156 17 312 HOLDERS OF NONMARKETABLE PARCELS There are no fully paid ordinary shareholders who hold less than a marketable parcel of shares. TWENTY LARGEST SHAREHOLDERS The names of the twenty largest quoted equity security holders are: Ordinary Shares 1 2. 3. 4. 5. 6. 7. 8. 9. ANZ Nominees Ltd Lateral Minerals PL Howard G Dawson Jodie Marwick Kilkenny Enterprises Pty Ltd Geraldton Services Agricultural Sandy Louise Edwards Widerange Corporation Pty Ltd Reads IT Pty Ltd 10. George Krstich 11. 12. David John Sharp LGD Investments WA Pty Ltd 13. George Marias 14. 15. 16. 17. Any Wu Citicorp Nominees Pty Ltd Lagbail Pty Ltd Jonenderbee Investments Pty Ltd Number Held 1,477,955 1,000,000 990,000 935,000 915,000 836,754 600,000 534,545 437,500 359,543 255,000 250,000 250,000 240,000 220,000 206,000 200,000 Options % Held 6.33 4.28 4.24 4.00 3.92 3.58 2.57 2.29 1.87 1.54 1.09 1.07 1.07 1.03 0.94 0.88 0.86 Rober Colefax Kilkenny Enterprises Pty Ltd Lateral Minerals Pty Ltd Asail Investmnets Pty ltd Howard G Dawson Reads It Pty Ltd Sandy Louise Edwards M & K Korkidas Pty Ltd Diamond River Pty Ltd David Sundance Vanzyl Milan mirkovic Geraldton Argicultural Services Byron R Ebert Brian McCubbing David J Sharp Francis J Manners Piew H Kueh Jonenderbree Investments Pty Ltd Amber Management Pty Ltd Number Held 1,000,000 687,500 500,000 400,000 395,000 268,750 228,000 175,000 173,044 170,000 163,246 163,000 162,500 127,500 117,620 116,000 100,000 100,000 100,000 % Held 8.97 6.16 4.48 3.59 3.54 2.41 2.04 1.88 1.57 1.55 1.52 1.46 1.46 1.46 1.14 1.05 1.04 0.90 0.90 18. Tuck Lam Lee 200,000 0.86 19. Colbern Nominees Fiduciary 200,000 0.86 20. Gecko Resources Pty Ltd 144,525 0.62 Phillip Nicolaou 10,251,822 43.90 5,357,160 0.90 48.02 Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 42 ASX ADDITIONAL INFORMATION (continued) UNQUOTED EQUITY SECURITIES Class A Incentive Shares Class B Incentive Shares Options exercisable at 25 cents on or before 16 July 2009 Options exercisable at 30 cents on or before 16 July 2009 Options exercisable at 35 cents on or before 16 July 2009 * All unquoted options above are held by Mr Mark Thompson SUBSTANTIAL SHAREHOLDERS Number on issue Number of holders 4,000,000 4,000,000 350,000 350,000 350,000 23 24 1* 1* 1* Jodie Nicole Marwick holds 1,187,500 ordinary shares in the company (5.09% interest) VOTING RIGHTS a) b) c) d) Ordinary Shares On a show of hands, every member present in person or by proxy shall have one vote and, upon a poll, each share shall have one vote. Class A Incentive Shares No voting rights Class B Incentive Shares No voting rights Options No voting rights TAX STATUS The Company is treated as a public company for taxation purposes. FRANKING CREDITS The Company has nil franking credits. TENEMENT SCHEDULE Project Eudamullah Minnie Creek Michelles Well Bluebush Well Koonana Hill Tenements E09/1174 E09/1187 E09/1291 E09/1303 E09/1438 Interest 90% 90% 90% 90% Application Catalyst Metals Limited ABN 54 1189 12495 Annual Report 2007 43

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