Cazaly Resources Annual Report 2006

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FY2006 Annual Report · Cazaly Resources

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First Floor, 22 Oxford Close

West Leederville WA 6007

Telephone: (08) 9380 4600

Facsmilie: (08) 9381 5911

ABN: 23 101 049 334

A n n u a l R e p o r t o6

www.cazalyresources.com.au

F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 6

CONTENTS

Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Projects Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Directors’ Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Auditors’ Independence Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Statement of Changes in Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Independent Audit Report To The Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Of Cazaly Resources Limited

Additional Shareholder Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

C a z a l y R e s o u r c e s L i m i t e d

c o r p o r a t e d i r e c t o r y

CORPORATE DIRECTORY

MANAGING DIRECTOR
Nathan McMahon

MANAGING DIRECTOR
Clive Jones

NON-EXECUTIVE DIRECTOR & COMPANY SECRETARY
Kent Hunter

PRINCIPAL & REGISTERED OFFICE
First Floor, 22 Oxford Close
WEST LEEDERVILLE WA 6007
Telephone: (08) 9380 4600
Facsimile: (08) 9381 5911

AUDITORS
Rix Levy Fowler
Level 1,
12 Kings Park Road
WEST PERTH WA 6005

SHARE REGISTRAR
Advanced Share Registry Services
110 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871

STOCK EXCHANGE LISTING
Australian Stock Exchange
(Home Exchange: Perth, Western Australia)
Code: CAZ

BANKERS
National Australia Bank
50 St Georges Terrace
PERTH WA 6000

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projects review

Cazaly Resources Limited has been particularly active during the past year. The Company has had a dual focus on the
corporate activity and legal action involving the Shovelanna iron ore project and the advancement of its gold assets in the
world class Kalgoorlie region.

Considerable success from drilling and corporate activities, particularly in respect to the Kunanalling project, has resulted in a
substantial increase in the value of the assets of the Company. Resources at Kunanalling have increased to over 600,000
ounces gold.

The Company has a large portfolio of ground largely prospective for gold and base metals situated within Western Australia.
Through astute project acquisition and creative joint venture arrangements the Company is exposed to exploration success in
gold, iron ore, uranium, nickel and copper as well as several other commodities.
SHOVELANNA IRON ORE PROJECT

Cazaly has issued proceedings before the Court of Appeal in the Supreme Court of Western Australia against the Western
Australian Minister for Resources, John Bowler MLA, seeking a review of his decision to terminate Cazaly’s application for
E46/678 (Shovelanna Hill).

In particular, Cazaly will be seeking in the Court of Appeal:

(a)
(b)

(c)

an order that Minister Bowler’s decision be quashed;
a declaration that the reasons why the Rio Joint Venture lost the tenement are irrelevant and the policy that the Minister
relied upon in coming to his decision is unlawful and should not have been taken into account by the Minister; and
that the hearing of Application E46/678 be remitted to the Warden for hearing, together with Objection MB57/056.

Cazaly seeks to have the Minister’s decision quashed on the grounds that:

(a)
(b)
(c)
(d)

he took into account irrelevant matters;
his decision was unreasonable;
the Minister failed to take into account relevant matters, such as Cazaly’s ability to develop the tenement; and
the Minister failed to accord Cazaly procedural fairness by denying it access to relevant documents, including documents
that both he and the Rio Joint Venture had access to.

Cazaly is seeking discovery of various documents that were not provided to it during the Section 111A process. Cazaly also
intends to call Mr Sam Walsh, the Chief Executive Officer of Rio Tinto, and Minister Bowler to give evidence at the hearing of
the proceedings.

Cazaly has taken legal advice in relation to these proceedings. Having taken that advice, and given consideration to the
relevant matters, Cazaly is of the view that it is likely to be successful in its proceedings against the Minister.

Cazaly has also lodged objections in the Warden’s Court relating to applications for mining leases applied for by companies
associated with Rio Tinto Ltd covering substantially the same ground as the Company’s ELA46/678. The Company has been
advised that His Honour Warden Calder has made his decision in relation to the applications by Cazaly Iron Pty Ltd
(Cazaly) to:

stay the mining lease applications M46/437 to M46/440 by Hamersley Resources Limited, Hancock Prospecting Pty
Limited and Wright Prospecting Pty Limited (Rio JV); and

amend Cazaly’s objections to the mining lease applications to expand the grounds of objection.

The Warden has granted both applications.

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The grant of the stay means that the mining lease applications by the Rio JV in respect of the ground containing the Shovellana
deposit cannot proceed until the Supreme Court has determined Cazaly’s application for judicial review of the Minister’s
decision to terminate application E46/678 by Cazaly.

The grant of the amendments to the objections means that at the hearing of the mining lease applications by the Rio JV, Cazaly
will be permitted to lead evidence supporting the following arguments which Cazaly believes justify the refusal of the mining
lease applications by the Rio JV:

Since 1989 the Rio JV has not conducted any significant exploration on E46/209.

In the event that the mining lease applications by the Rio JV are granted, the Rio JV does not intend to conduct any
exploration or mining in the foreseeable future.

The Rio JV was only able to continue to hold E46/209 by reason of a policy administered by the Department of
Industry & Resources of giving special treatment to iron ore tenements so as to allow exploration licences authorised
for iron ore to be utilised as holding titles.

The policy is inconsistent with the provisions of the Mining Act 1978 (WA) and/or contrary to the purpose of the
Mining Act 1978 (WA).

The 11 extensions of terms granted in respect of E46/209 were unlawfully granted because:
(a)

the Rio JV had no intention of conducting further exploration or mining on the ground the subject of E46/209 in
the foreseeable future; and
the extension of term applications did not disclose exceptional circumstances which could have justified the grant
of an extension of term.

(b)

The Rio JV has already had an adequate opportunity to explore and develop the land the subject of the Application and,
in accordance with the objectives of the Mining Act 1978 (WA), another party should now be given the opportunity.

PROJECT BACKGROUND

The Company made application for Exploration Licence 46/678, the Shovelanna project, on August 29, 2005. The project lies
approximately 25 kilometres east of Mt. Newman adjacent to BHP Billiton’s Orebody 18 North deposit where mining has
recently commenced and over 100 kilometres from any operation by Rio Tinto.

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Shovelanna project location relative to BHP Billiton’s Mount Newman Operations.

The WA Department of Industry and Resources (DoIR) advised the Company that Rio Tinto Limited (“Rio”) had requested
the Minister for State Development exercise his discretion under section 111A of the Mining Act of 1978 to refuse the
application for the E46/678 on the grounds of public interest. The Company subsequently lodged several submissions to the
DoIR in support of its application for the license in response to submissions made by Rio. The Minister for State Development
was given all copies of all submissions, together with all other relevant information including advice from the State Solicitor’s
Office, for his consideration and determination (or direction).

The Company was given notice of this determination made by Honourable John Bowler, Minister for Resources and Assisting
the Minister for State Development, on the 21st April, 2006.

The determination essentially ruled in favour of Rio’s application stating in part:

“I have determined that the application by Cazaly Iron Pty Ltd for Exploration Licence 46/678 should, in the public interest, be
terminated pursuant to section 111A(1) (c) (ii) of the Mining Act 1978.”

The Company’s belief is that it is extremely difficult to reconcile this decision with what is in the best interests of the State.
This could be interpreted as a direct win for big business over anybody else wanting to get on with the business of finding and
developing the State’s resources.

The Company has been inundated with support from both shareholders and others in the community who have expressed
anger and confusion with the decision. The Directors of the Company share these feelings.

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This decision goes right against the very values that underpin the WA Mining Act, which is held up by the industry and all its
stakeholders to be pro-development, transparent in its actions and most of all fair.
industry as a whole be made aware of the rationale behind the decision so that we can all make fully informed investment
decisions in a totally transparent environment.

It is particularly important that we and the

It must be remembered that this was NOT about why Rio should have their licence granted but rather why Cazaly should not. Cazaly
has had 16 tenements granted to it since September 2005 (that is since applying for the Shovelanna licence). Clearly there
have been no concerns about Cazaly’s ability to explore or develop any orebodies that may exist within these areas. How is
Shovelanna different?

Since lodging the application for this project Cazaly had planned for the accelerated development of the Shovelanna Iron Ore
Project and the Company had completed:
•

An agreement with Echelon Resources Limited who will commit the first $2.5 million towards exploring the project.
$6M programme planned.
A Scoping study for project development
A project financing agreement with Investec Bank
An MOU for the sale of ore with BHP Billiton
Historical data assessment and a resource estimate.

•
•
•
•

The projected royalty stream to the State at current prices would have been approximately $18 million per annum
commencing within three years of access to the ground.

Cazaly and its partners have always maintained that they have not only the financial and technical ability, but more importantly
the will and the commitment to develop the project in the best interests of their shareholders, the Pilbara region and the State
of Western Australia.

If the decision was based upon the perceived long term surety of title for the current operators in the iron ore industry in the
Pilbara then why was Rio’s licence NOT part of a State Agreement Act area. State Agreement Act areas have been specifically
excluded from the workings of the Mining Act so that this surety is in place. As it was not in such an area it then falls within
If the resource was part of the long term plan for Rio then it should have ensured that the
the jurisdiction of the Mining Act.
licence was included in such an area.

It is also worth asking the question whether the Shovelanna resource was tabled in last years negotiations between the
government and Rio as one of those resources planned to be mined within the next 20 years or so. This question was
directly asked of the Minister during the Submission process and the Company is yet to receive a response.

The Company has been overwhelmed by support received from our shareholders and the wider Western Australian mining
community and we would like to thank everyone for this support.

This decision sets out a dangerous new precedent in that the industry can no longer be confident that the provisions of the
Mining Act be applied without political interference.

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West Pilbara Iron Ore Projects

The Company has applied for 8 exploration licences prospective for iron ore mineralisation in the Pilbara region. A helicopter
assisted rock chip program was completed during June. Access via helicopter was obtained on E47/1559 (Cane River) and
E47/1560 (Mt Brockman). Ground truthing was completed and samples were taken of any mineralisation noted.

Previous rock chipping at Mt Brockman by Robe River resulted in some high-grade rock chips being reported. This field visit
ascertained that the rock chips were from outcropping pisolitic material in potentially very large palaeochannel drainage areas.
These areas were traversed with additional samples collected.

The western most area previously had a 64% Fe result returned from Robe sampling. The outcrop extends approximately
300m and 140m at its widest part. A further seven samples were taken with the five best samples averaging 56.3% Fe, 0.05% P
and 5.24% LOI. Accumulations of further pisolite have been mapped further downstream by the GSWA.

The central area previously had two rock chips taken by Robe, 48% and 59% Fe.The outcrop is approximately 200m x 75m
and three samples were taken from here, averaging 57.6% Fe 0.04% P and 5.30% LOI, with a best sample of 62.6% Fe 0.04% P
and 6.2% LOI.This area acts as a feeder to Caliwinga Creek.

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Reviewing the data highlights the need for detailed mapping in the area. The potential exists for substantial areas of pisolitic
Channel Iron mineralisation to be discovered both in outcrop and under cover in the area. Mapping the current landscape will
aid in the interpretation of palaeodrainage and allow for targeting for drill based exploration.

An area of detrital mineralisation was also discovered at Cane River with four samples being taken. These averaged 61.5% Fe,
0.08% P and 2.55% LOI.The extent of the outcropping mineralisation was traversed with an approximate length of 200m and
greatest width of 60m. The grades returned are highly encouraging however the need remains to ascertain if the potential
exists for an economic sized deposit. Drainage patterns will accordingly be reviewed.

Three historical drillholes at Hamersley were located, minimal spoils remained with the tracks and drillpads having been
scarified. Pisolitic material was noted and one historic drillhole, SB022 drilled by Robe, returned substantial intercepts of
pisolitic mineralisation including:

10m @ 56.03% Fe
4m @ 57.65% Fe
6m @ 53.65% Fe
24m @ 55.87% Fe
8m @ 61.86% Fe

56 – 66 m
80 – 84 m
86 – 92 m
92 – 116 m
116 – 124 m(bedrock mineralisation)

The drillhole is located in the central area of the “channel mouth” and drainage looks substantial in the area with a braided
channel remaining. ‘Quickbird’ imagery and simple Landsat 1-4-7 is currently being obtained to assist with the review of the
tenement.

Initial assessment has been encouraging and follow up exploration is planned.

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C a z a l y R e s o u r c e s L i m i t e d

Kununalling/West Kalgoorlie Project

The Kunanalling project encompasses a large contiguous group of tenements situated approximately 30 kilometres west of
Kalgoorlie and 30 kilometres north of Coolgardie centred along the Kunanalling Shear, a major regional structure associated
with gold mineralisation exhibiting features similar to the nearby Zuleika Shear host to the +7 Moz. Kundana minefield.

Mick Adam & Wadi Heap Leach Amenability Program
Independent Metallurgical Laboratories has been conducting a preliminary heap leach amenability testwork program for Cazaly
on the Wadi and Mick Adams ore deposits. Metallurgical performance to date has been encouraging. Coarse bottle roll leach
tests have indicated that an average gold extraction of 77.3% can be obtained from ore stage crushed to -12.5mm. The leach
kinetics for the shallow weathered ore is considered fast for a heap leach. The percolation characteristics of the ore are typical
of the region with agglomeration necessary to produce good percolation rates. The amount of binder needed to agglomerate
the ore is between 5-15 kg/t depending on the ore zone. Reagent consumptions from the bottle roll test are considered low
for a heap leach with an average lime consumption of 0.64kg/t and 0.22kg/t for cyanide.
the cement binder the lime consumption will be reduced.

It is expected that with addition of

The testwork program is currently undertaking the next phase with large column testwork. The column testwork will aim to
determine the metallurgical response under static leach conditions and confirm the physical integrity of the agglomerated ore.

Testwork on the nearby Burgundy deposit is currently being undertaken also.

Resource Upgrades
The resources for the Mick Adam, Wadi and Burgundy deposits were re-estimated using parameters and techniques suitable
for the current heap leach testwork. Mick Adam has been remodeled using Multiple Indicator Kriging (MIK) by respected
resource consultants Hellman & Schofield, and reported at 0.8 g/t lower cut-off.The Wadi and Burgundy Deposits have been
previously modeled using MIK but have also been recalculated using a 0.8 g/t lower cut-off. The lower cut-off is considered
more typical of mining parameters in a heap leach operation.The remaining resources at the Kunanalling Project continue to
be quoted using a 1.0 g/t lower cut-off.

Broads Dam
During the quarter the Company has received advice from the Warden that an application for Restoration for former Mining
Lease 16/88 has been refused and Cazaly now has the priority to the Broads Dam project. Cazaly has been advised that the
previous tenement holder is seeking Ministerial intervention on the Warden’s decision. Broads Dam has a reported production
of 89,000oz from 3 pits mined from 1991 to 1993. The previous owner has announced a remnant resource of 1,273,000
tonnes at 3.1 g/t for 127,000oz Au. Cazaly will examine the veracity of previous exploration and resources and develop a
suitable exploration strategy in due course.

After the re-estimation of the Mick Adam,Wadi and Burgundy Resources and the addition of the Broads Dam resource,
the Company now controls total resources of 612,000oz Au.

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Mineral Resources – Kunanalling Project

Measured
Tonnes Grade

Indicated
Tonnes Grade

Inferred
Tonnes Grade

Total
Tonnes Grade

g/t

337,000

240,000

182,000

2.52

2.11

3.32

144,000

344,000

157,000

2.64

1.35

3.06

156,000

1.96

4,510,000

1,273,000

1,513,000

72,000

265,000

50,000

648,000

180,000

260,000

5,000

118,000

25,000

114,000

759,000

2.58

801,000

2.04

9,033,000

g/t
1.27

3.10

1.44

2.04

1.25

1.71

1.80

4.20

2.50

3.70

2.00

3.50

1.07

1.71

4,510,000

1,273,000

1,513,000

553,000

849,000

389,000

648,000

180,000

260,000

161,000

118,000

25,000

114,000

g/t
1.27

3.10

1.44

2.49

1.53

3.01

1.80

4.20

2.50

2.01

2.00

3.50

1.07

Oz Au

184,200

126,900

70,100

44,300

41,900

37,600

37,500

24,300

20,900

10,400

7,600

2,800

3,900

10,593,000

1.80

612,400

Prospect

Mick Adam*

Broads Dam

Burgundy*

Catherwood

Wadi*

Picante

Cutters Ridge

Rajax

Emu Prospect

Premier

Blue Bell

Inkerman

Stockpiles

TOTALS

Rounding errors may occur - grades to 2 significant digits in this table.
*Mick Adam, Wadi & Burgundy Resources are quoted using a 0.8g/t lower cut-off grade. Others use 1.0g/t lower cut-off grade.

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Grass Roots Exploration Projects

During the year the Company has undertaken field reconnaissance exploration programmes on several of the Company’s
other projects including Jillewarra, Cosmos North, Mount Clifford, Mount White and Albion Downs.

Highly encouraging results were particularly returned from the Jillewarra Project, which comprises two Exploration Licences
located 50km to 75km WNW of Meekatharra, in the Murchison Province of Western Australia.

Reconnaissance rock chip samples just received from the area included results of 10.8% Cu, 8.5% Cu and 73.2 g/t Au. These
samples were collected from a basalt-ultramafic contact zone where previous gossan samples have returned up to 47% Cu
and 24.8 g/t Au.The prospective horizon stretches over 6km through the tenement holdings and remains relatively unexplored.
The Company is compiling previous exploration and geological data before initiating a systematic exploration program.
Joint Venture Projects

The Company retains significant exposure to exploration success through the joint venture of several projects to other listed
companies including several uranium Projects that are currently being actively explored by Newera Uranium Ltd (ASX:NRU)
and the Lynas Find project where data review and planning has been undertaken by Trafford Resources Ltd (ASX:TRF).

Ongoing work is continuing on the Greater Bardoc Tectonic Zone project (joint ventured to Scimitar Resources Ltd) and Mt.
Carrington (joint ventured to Drake Resources Ltd).

Newera Uranium Ltd (“NRU”) has acquired a 35% interest, with additional farm-in rights to earn up to 80%, in the Lake Way,
Quartz Hill and Gascoyne uranium projects. Newera has issued Cazaly 10 million NRU shares and is required to spend $1m
over each of the projects over 5 years. It is the intention of Cazaly, subject to shareholder and regulatory approvals, to make an
in-specie distribution of the 10 million Newera shares to its shareholders in December 2006.

The Company retains equity positions in Trafford Resources Ltd, Northern Mining Ltd and Scimitar Resources Ltd.

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Summary

The Company considers the Minister’s decision to terminate Cazaly’s application for E46/678 (Shovelanna Hill) to be
completely bereft of logic, legal basis and importantly his duty to the people of Western Australia.
It is our belief that the
Statement provided by the Minister does not disclose any reason why he should have terminated Cazaly’s application. His
reasons all relate to Rio Tinto and its position – they have nothing to do with Cazaly.

The Company wishes to thank all stakeholders, as well as the broader industry, for their continued support in this matter.

The Company will continue to:

Vigorously fight the legal action involving Shovelanna and protect the rights of Cazaly to make valid application for vacant
land under the Mining Act;
Progress the Company’s Kalgoorlie gold assets through the finalisation of the technical and mining studies and continued
exploration. Total current gold resources stand at 612,000 ounces which provides a strong platform for exploitation
given the current strong gold price;
Try and maximise value from all of its mineral assets through joint ventures and continued exploration including the
uranium projects, East Kalgoorlie, Lynas Find and Jillewarra.

The Company thanks all its staff and contractors for all of their efforts during the past year. The Company has been
overwhelmed by support received from our shareholders, the wider Western Australian mining community and broad
sectors of the international investment community relating to the Shovelanna decision and we would like to thank everyone
for this support.

d i r e c t o r s ’ r e p o r t

C a z a l y R e s o u r c e s L i m i t e d

DIRECTORS’ REPORT

Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2006.

1. DIRECTORS

The names of directors in office at any time during or since the end of the year are:

Nathan McMahon
Clive Jones
Kent Hunter

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

COMPANY SECRETARY

The following person held the position of company secretary at the end of the financial year:

Kent Hunter – B Bus, CA
Mr Hunter is a Chartered Accountant with over 15 years’ corporate and company secretarial experience. He has been
involved in the listing of 15 junior gold and mineral exploration companies on ASX in the past four years with capital
raisings exceeding $54 million. He has experience in capital raisings, ASX compliance and regulatory requirements and is
currently a non-executive director of Elixir Petroleum Limited, Gryphon Minerals Limited and Scimitar Resources Limited
and is company secretary of four other ASX listed entities. Mr Hunter was appointed as Company Secretary on the
incorporation of the Company.

PRINCIPAL ACTIVITIES

The principal activity of the economic entity during the financial period was mineral exploration.

There were no significant changes in the nature of the economic entity’s principal activities during the financial period.

3. OPERATING RESULTS

The loss of the economic entity after providing for income tax amounted to $6,369,945 (2005: Profit $2,706,809).

4. DIVIDENDS PAID OR RECOMMENDED

The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a
dividend to the date of this report.

REVIEW OF OPERATIONS

Shovelanna Iron Ore Project

Cazaly had lodged exploration license application 46/678, located approximately 30 kilometres east of Newman, on 29
August 2005 after the exploration license, held by previous owners, Hamersley Resources Limited (a subsidiary of Rio
Tinto), Wright Prospecting Pty Ltd and Hancock Prospecting Pty Ltd, expired on 26 August 2005.The Company was
advised that on 21st April 2006 that the Minister for Resources, Mr. John Bowler, had terminated E46/678 following an
application by Rio Tinto Ltd under Section 111A of the Mining Act, 1978.

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The Company has retained leading Queens Counsel Malcolm McCusker and Gadens Lawyers to advise and represent it.

On 4 August 2006, Cazaly, by its subsidiary Cazaly Iron Pty Ltd, lodged an application in the Supreme Court for judicial
review of the Minister’s decision to terminate application E46/678 pursuant to section 111A of the Mining Act 1978
(WA). Cazaly has Echelon Resources Ltd (ASX:ECH) as a joint venture party in the Shovelanna tenement.

The application by Cazaly names Minister John Bowler, Hamersley Resources Ltd (a subsidiary of Rio Tinto Ltd), Hancock
Prospecting Pty Ltd and Wright Prospecting Pty Ltd as Respondents.The parties appeared before Justice Templeman of
of the Supreme Court for a preliminary hearing at 2:15pm on Friday 11 August 2006.

Justice Templeman held that the application by Cazaly is not a misguided or trivial complaint and that he was satisfied
that Cazaly has an arguable case. Justice Templeman therefore granted the order nisi so as to allow the Minister’s
decision to be reviewed.

Justice Templeman also held that the application raises a matter of importance and public interest and that the Minister’s
decision should therefore be reviewed by the Court of Appeal.
Various programming directions were made including a direction that the Respondents file and serve any affidavits in
reply to Cazaly’s affidavit by 1 September 2006.

The next issue to be determined in the proceedings is whether Cazaly should get discovery of various documents
including the statement of principles summarising negotiations between Rio and Minister Carpenter and the ministerial
briefing note prepared by the Department of Industry & Resources.

Cazaly will seek to bring the matter before a Judge of the Court of Appeal as soon as possible so that programming
directions can be made as to how this issue should be resolved.

Since applying for the ground, which was vacant at the time of application, the Company has;

•

•
•
•
•
•

Entered an agreement with Echelon Resources Limited (ASX: ECH) to provide technical assistance and fund the
first A$2.5 million of exploration.
Designed a 40,000 metre drilling programme.
Finalised a scoping study.
Signed a Letter of Intent for project financing with Investec Bank.
Completed a resource estimate.
Signed a MoU for the future sale of ore with BHP Billiton.

Gold Assets

The Kunanalling project encompasses a large contiguous group of tenements situated approximately 30 kilometres west
of Kalgoorlie and 30 kilometres north of Coolgardie centred along the Kunanalling Shear, a major regional structure
associated with gold mineralisation exhibiting features similar to the nearby Zuleika Shear host to the +7 Moz. Kundana
minefield.

Independent Metallurgical Laboratories has been conducting a preliminary heap leach amenability testwork program for
Cazaly on the Wadi and Mick Adams ore deposits. Metallurgical performance to date has been encouraging. Coarse
bottle roll leach tests have indicated that an average gold extraction of 77.3% can be obtained from ore stage crushed
to -12.5mm. The leach kinetics for the shallow weathered ore is considered fast for a heap leach.

The testwork program is now entering the next phase with large column testwork. The column testwork will aim to
determine the metallurgical response under static leach conditions and confirm the physical integrity of the agglomerated ore.

C a z a l y R e s o u r c e s L i m i t e d

d i r e c t o r s ’ r e p o r t

Resource Upgrades

The resources for the Mick Adam, Wadi and Burgundy deposits were re-estimated using parameters and techniques
suitable for the current heap leach testwork. Mick Adam has been remodeled using Multiple Indicator Kriging (MIK) by
respected resource consultants Hellman & Schofield, and reported at 0.8 g/t lower cut-off.The Wadi and Burgundy
Deposits have been previously modeled using MIK but have also been recalculated using a 0.8 g/t lower cut-off. The
lower cut-off is considered more typical of mining parameters in a heap leach operation.The remaining resources at the
Kunanalling Project continue to be quoted using a 1.0 g/t lower cut-off.

Broads Dam

During the quarter the Company has received advice from the Warden that an application for Restoration for former
Mining Lease 16/88 has been refused and Cazaly now has the priority to the Broads Dam project. Cazaly has been
advised that the previous tenement holder is taking further action to attempt to retain the tenement. Broads Dam has a
reported production of 89,000oz from 3 pits mined from 1991 to 1993. The previous owner has announced a remnant
resource of 1,273,000 tonnes at 3.1 g/t for 127,000oz Au.

Cazaly will examine the veracity of previous exploration and resources and develop a suitable exploration strategy in
due course.

After the recalculation of the Mick Adam, Wadi and Burgundy Resources and the addition of the Broads Dam resource,
The Company now controls total resources of 612,000oz Au.

Mineral Resources – Kunanalling Project

Measured
Tonnes Grade

Indicated
Tonnes Grade

Inferred
Tonnes Grade

Total
Tonnes Grade

g/t

337,000

240,000

182,000

2.52

2.11

3.32

144,000

344,000

157,000

2.64

1.35

3.06

156,000

1.96

4,510,000

1,273,000

1,513,000

72,000

265,000

50,000

648,000

180,000

260,000

5,000

118,000

25,000

114,000

759,000

2.58

801,000

2.04

9,033,000

g/t
1.27

3.10

1.44

2.04

1.25

1.71

1.80

4.20

2.50

3.70

2.00

3.50

1.07

1.71

4,510,000

1,273,000

1,513,000

553,000

849,000

389,000

648,000

180,000

260,000

161,000

118,000

25,000

114,000

g/t
1.27

3.10

1.44

2.49

1.53

3.01

1.80

4.20

2.50

2.01

2.00

3.50

1.07

Oz Au

184,200

126,900

70,100

44,300

41,900

37,600

37,500

24,300

20,900

10,400

7,600

2,800

3,900

10,593,000

1.80

612,400

Prospect

Mick Adam*

Broads Dam

Burgundy*

Catherwood

Wadi*

Picante

Cutters Ridge

Rajax

Emu Prospect

Premier

Blue Bell

Inkerman

Stockpiles

TOTALS

Rounding errors may occur - grades to 2 significant digits in this table.
*Mick Adam, Wadi & Burgundy Resources are quoted using a 0.8g/t lower cut-off grade. Others use 1.0g/t lower cut-off grade.

A n n u a l R e p o r t 0 6

d i r e c t o r s ’ r e p o r t

The Company has been advised that following the takeover of Placer Dome Asia Pacific Limited by Barrick the
Catherwood Mine License Agreement has been terminated.

General

The Company has several active exploration projects including the additional Pilbara Iron ore tenements and the
Jillewarra base metals project.

The Company also retains free-carried interests in several gold, base metal and uranium tenements.

Financial Position

The net assets of the economic entity have increased by approximately $2.5 million from 30 June 2005 to $9.8 million in
2006 due largely to the issue of shares to raise additional funds, exercise and acquire exploration assets.

The economic entity currently has $1.52 mil in cash assets which the Directors believe puts the economic entity in a
sound financial position with sufficient capital to effectively explore its current landholdings.

Future Developments, Prospects and Business Strategies

The economic entity will continue its mineral exploration activity at and around its exploration projects with the object
of identifying commercial resources.
The economic entity will also continue to identifying new mineral exploration opportunities within Australia and the rest
of the world for further potential acquisitions which may offer value enhancing opportunities for shareholders.

SIGNFICANT CHANGES IN STATE OF AFFAIRS

The following significant changes in the state of affairs of the economic entity occurred during the financial period:

On 3 October 2005, the Company issued 75,000 employee options under the Cazaly Resources Limited employee
incentive scheme.

On 12 October 2005, the Company issued 1,000,000 fully paid ordinary shares at $0.40 to Echelon Resources Limited
under an agreement for Echelon to provide funding totalling $2.5 million for the Shovelanna Iron Ore Project.

On 9 November 2005, the Company issued 1,000,000 fully paid ordinary shares at $0.44 to clients of Argonaut
Securities Pty Ltd and Paterson Securities Pty Ltd.

On 15 December 2005 the Company issued 2,250,000 director options as approved by the members at the Annual
General Meeting on 30 November 2005.

On 10 January 2006 1,430,121 $0.1502 options expiring on or before 31 January 2006 were exercised and 1,430,121
ordinary shares allotted and issued pursuant to the exercise.

On 31 January 2006 4,752,601 $0.1502 options expiring on or before 31 January 2006 were exercised and 4,752,601
ordinary shares allotted and issued pursuant to the exercise.

On 3 March 2006 the Company issued 5,000,000 options to Echelon Resources Limited exercisable at $1.00 on or
before 31 December 2007 as approved by the members at the General Meeting on 17 February 2006.

On 24 March 2006, the Company issued 125,000 fully paid ordinary shares at $2.05 to consultants for work performed.

C a z a l y R e s o u r c e s L i m i t e d

d i r e c t o r s ’ r e p o r t

AFTER BALANCE DATE EVENTS

There were no other matters or circumstances that have arisen since the end of the financial period which significantly
affected or 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.

FUTURE DEVELOPMENTS

The economic entity will continue its mineral exploration activity at and around its exploration projects with the object
of identifying commercial resources.

ENVIRONMENTAL ISSUES

The economic entity is aware of its environmental obligations with regards to its exploration activities and ensures that it
complies with all regulations when carrying out any exploration work.

10.

INFORMATION ON DIRECTORS

Nathan McMahon

Managing Director (Corporate and Administration)

Qualifications

B.Com

Experience

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. Mr
McMahon is also a director of Graynic Metals Limited.

Interest in Shares
and Options

Fully Paid Ordinary Shares
35.02 cent Options expiring on 31 August 2007
50 cent Options expiring on 31 August 2008

5,010,910
1,000,000
1,000,000

Clive Jones

Managing Director (Technical)

Qualifications

B.App.Sc(Geol), M.AusIMM.

Experience

Clive has been involved in mineral exploration for over 23 years and has worked on the
exploration for a range of commodities including gold, base metals, mineral sands, diamonds
and industrial minerals both in Australia and overseas. Mr Jones has had proven exploration
success as a director of Mount Burgess Mining Ltd and at Hamill Resources Ltd. where he was
a founding Director. Clive also co-founded Cazaly Resources Ltd., of which he is currently Joint
Managing Director, and is also currently a director of Jackson Gold Limited and of Graynic
Metals Limited and Chairman of Cortona Resources Ltd. All of these companies are currently
listed on the Australian Stock Exchange.

Interest in Shares
and Options

Fully Paid Ordinary Shares
35.02 cent Options expiring on 31 August 2007
50 cent Options expiring on 31 August 2008

4,100,001
1,000,000
1,000,000

A n n u a l R e p o r t 0 6

d i r e c t o r s ’ r e p o r t

Kent Hunter

Non-Executive Director

Qualifications

B.Bus, CA.

Experience

Mr Hunter is a Chartered Accountant with over 15 years’ corporate and company secretarial
experience. He has been involved in the listing of 15 exploration companies on ASX in the
past four years with capital raisings exceeding $54 million. He has experience in capital raisings,
ASX compliance and regulatory requirements and is currently a director of Scimitar Resources
Limited, Gryphon Minerals Limited and Elixir Petroleum Limited and is company secretary of
four other ASX Listed entities.

Interest in Shares
and Options

Fully Paid Ordinary Shares
35.02 cent Options expiring on 31 August 2007
50 cent Options expiring on 31 August 2008

1,078,066
250,000
250,000

11. REMUNERATION REPORT

Directorships of other listed companies
Directorships of other listed companies held by directors in the three years immediately before the end of the financial
year are as follows:

Name
Nathan McMahon

Company
Graynic Metals Limited

Period of directorship
Since 12 February 2005

Clive Jones

Jackson Gold Limited

Since 25 March 2002

Graynic Metals Limited

Since 12 February 2005

Cortona Resources Limited

Since 12 January 2006

Kent Hunter

Elixir Petroleum Limited

Since 3 March 2004

Scimitar Resources Limited

Since 21 November 2002

Venture Minerals Limited

Since 12 May 2006

Hamill Resources Limited

From 10 November 2000 to 16 September 2004

Gryphon Minerals Limited

Since 20 January 2004

This report details the nature and amount of remuneration for each director of Cazaly Resources Limited.

Remuneration Policy
The remuneration policy of Cazaly Resources Limited has been designed to align director objectives with shareholder
and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with
market rates.The board of Cazaly Resources Limited believes the remuneration policy to be appropriate and effective in
its ability to attract and retain the best directors to run and manage the company, as well as create goal congruence
between directors and shareholders.

d i r e c t o r s ’ r e p o r t

C a z a l y R e s o u r c e s L i m i t e d

The board’s policy for determining the nature and amount of remuneration for board members is as follows:

The remuneration policy, setting the terms and conditions for the executive directors and other senior staff members,
was developed by the managing director and approved by the board after seeking professional advice from independent
external consultants.

In determining competitive remuneration rates, the Board seeks independent advice on local and international trends
among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes,
benefit plans and share plans. Independent advice is obtained to confirm that executive remuneration is in line with
market practice and is reasonable in the context of Australian executive reward practices.

All executives receive a base salary (which is based on factors such as length of service and experience), superannuation
and fringe benefits.

The economic entity is an exploration entity, and therefore speculative in terms of performance. Consistent with
attracting and retaining talented executives, directors and senior executives are paid market rates associated with
individuals in similar positions, within the same industry.The Board however acquired and were issued shares as part of
the terms of the Initial Public Offer. Board members have retained these securities which assist in aligning their objectives
with overall shareholder value.

Options have been issued to Board members to provide a mechanism to participate in the future development of the
Company and an incentive for their future involvement with and commitment to the Company.

Options and performance incentives will be issued in the event that the entity moves from an exploration entity to a
producing entity, and key performance indicators such as profits and growth can be used as measurements for assessing
Board performance.

The executive directors and executives receive a superannuation guarantee contribution required by the government,
which is currently 9% and do not receive any other retirement benefits.

All remuneration paid to directors is valued at the cost to the Company and expensed. Shares given to directors and
executives are valued as the difference between the market price of those shares and the amount paid by the director
or executive. Options are valued using the Black-Scholes methodology.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The managing director in consultation with independent advisors determines payments
to the non-executive directors and reviews their remuneration annually, based on market practice, duties and
accountability. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the
performance of the Company. However, to align directors’ interests with shareholder interests, the directors are
encouraged to hold shares in the company.

A n n u a l R e p o r t 0 6

d i r e c t o r s ’ r e p o r t

Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors and
executives. This has been achieved by the issue of shares to the majority of the directors and executives to encourage
the alignment of personal and shareholder interest.

Details of Remuneration for Year Ended 30 June 2006
The remuneration for each director of the company receiving the highest remuneration during the year was as follows:

Salary, Fees
& Superannuation

SHORT-TERM BENEFITS
Other

Non-
Monetary

POST EMPLOYMENT
Superannuation Retirement

Benefits

SECURITIES ISSUED
Options
Equity
(i)

TOTAL
$

Directors

Nathan McMahon – Managing Director (ii)

2006

2005

157,667

118,336

Clive Jones – Managing Director (iii)

2006

2005

167,750

150,000

Kent Hunter – Non Executive Director (iv)

2006

2005

25,000

Total Remuneration Directors

2006

2005

350,417

293,336

51,660

37,470

51,660

37,470

2,250

650,800

808,467

28,000

146,336

650,800

818,550

28,000

178,000

162,700

241,610

7,000

71,720

1,464,300

1,868,627

63,000

396,056

ii)

iii)

iv)

The fair value of the Options is calculated at the date of grant using a Black-Sholes model.

An aggregate amount of $157,667 (2005:$118,336) was paid, or was due and payable to Kingsreef Pty Ltd, a
company controlled by Mr Nathan McMahon, for the provision of corporate and tenement management services
to the Company.

An aggregate amount of $167,750 (2005:$150,000) was paid, or was due and payable to Widerange Corporation
Pty Ltd, a company controlled by Mr Clive Jones, for the provision of geological services to the Company.

An aggregate amount of $51,660 (2005:$37,470) was paid, or was due and payable to Mining Corporate Advisory
Services Pty Ltd, a company controlled by Mr Kent Hunter, for the provision of company secretarial services to
the Company.

d i r e c t o r s ’ r e p o r t

C a z a l y R e s o u r c e s L i m i t e d

Options issued as part of remuneration for the year ended 30 June 2006

Options are issued to directors and executives as part of their remuneration.The options are not issued based on
performance criteria, but are issued to the majority of directors and executives of Cazaly Resources Limited and its
subsidiaries to increase goal congruence between executives, directors and shareholders.

During and since the end of financial year, an aggregate of 7,325,000 options over unissued shares where granted to
various parties. 2,250,000 options of the total number granted were issued to the following directors and executives as
disclosed in the table below:

Directors
Nathan McMahon
Clive Jones
Kent Hunter

Number
1,000,000
1,000,000
250,000

Exercise Price
$0.50
$0.50
$0.50

Vesting Date
30 November 2005
30 November 2005
30 November 2005

Expiry Date
31 August 2008
31 August 2008
31 August 2008

Value of Options Granted to Directors

The following table sets out the value of options granted, exercised and lapsed during the year:

Options
granted
Value at
grant date

$
650,800

650,800

162,700

Options
exercised
Value at
exercised
date
$

Options
lapsed
Value at
time of
lapse
$

Total value
of options
granted,
exercised,
lapsed
$
650,800

Value of
options
included in

Percentage of
remuneration
for the year
remuneration that consists
of options
for the year
$
$
80.50%
650,800

650,800

162,700

79.51%

67.34%

Directors
Nathan McMahon

Clive Jones

Kent Hunter

The following factors and assumptions were used in determining the fair value of options issued to Directors on grant
date:

Grant
Date

Expiry
Date

Fair Value
Per Option

30.11.05

31.08.08

$0.6508

Exercise
Date

31.08.08

Price of Shares
on Grant Date

Estimated
Volatility

Risk Free
Interest Rate

Dividend
Yield

$0.975

75%

5.34%

Estimated volatility approximates historic volatility. Each option entitles the holder to purchase one ordinary share in the
Company.

Employment Contracts of Directors and Senior Executives
The employment conditions of the Managing Directors, Nathan McMahon and Clive Jones, is formalised in a contract of
employment. Other than the Managing Director, all executives are permanent employees of Cazaly Resources Limited.
The employment contracts stipulate a range of one to three-month resignation periods. The economic entity may
terminate an employment contract without cause by providing one to three months written notice or making payment
in lieu of notice, based on the individual’s annual salary component.

A n n u a l R e p o r t 0 6

d i r e c t o r s ’ r e p o r t

12. MEETINGS OF DIRECTORS

The number of directors’ meetings held during the financial year each director held office during the financial year and
the number of meetings attended by each director are:

Directors Meetings

Director
N McMahon
C Jones
K Hunter

Number Eligible to Attend
8
8
8

Meetings Attended
8
8
8

The economic entity does not have a formally constituted audit committee as the board considers that the company’s
size and type of operation do not warrant such a committee.

13.

INDEMNIFYING OFFICERS OR AUDITOR

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer, auditor or
agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in
his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission
whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

14. OPTIONS

Unissued Shares Under Option

At the date of this report unissued ordinary shares of the Company under option are:

Expiry Date
2 July 2009
31 August 2007
31 December 2007
31 August 2008
24 January 2010

Exercise Price
$0.2502
$0.3502
$1.00
$0.50
$0.58

Number of Shares
400,000
2,250,000
5,000,000
2,250,000
75,000

During the year ended 30 June 2006, the following ordinary shares of the Company were issued on exercise of options.

Option Expiry
31 January 2006

Exercise Price
$0.1502

Number of Shares
9,061,580

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 economic entity was not a party to any such proceedings during the year.

d i r e c t o r s ’ r e p o r t

C a z a l y R e s o u r c e s L i m i t e d

16. AUDITORS INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the year ended 30 June 2006 has been received and can be found on
page 25 of the directors’ report.

17. NON AUDIT SERVICES

The board of directors is satisfied that the provision of non-audit services performed during the year by the Company’s
auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

No other fees were paid or payable to the auditors for non-audit services performed during the year ended 30 June 2006.

Signed in accordance with a resolution of the Board of Directors.

Kent Hunter
Director

28 September 2006

To The Board of Directors

Auditor’s Independence Declaration
under Section 307C of the Corporations Act 2001

This declaration is made in connection with our audit of the financial report of Cazaly Resources Limited and
controlled entities for the financial year ended 30 June 2006 and in accordance with the provisions of the
Corporations Act 2001.

We declare that, to the best of our knowledge and belief, there have been:

•

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation
to the audit;

No contraventions of the Code of Professional Conduct of the Institute of Chartered Accountants in
Australia in relation to the audit.

Yours faithfully

RIX LEVY FOWLER
Chartered Business Advisors

RANKO MATIC
Partner

DATED at PERTH this 28th day of September 2006

C a z a l y R e s o u r c e s L i m i t e d

I n c o m e s t a t e m e n t

INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2006

Economic Entity

Parent Entity

Note

2006
$

2005
$

2006
$

2005
$

Revenues

2,558,150

3,645,411

2,458,150

3,645,411

Employee benefits expense
Depreciation and amortisation expense
Borrowing costs expense
Administrative expense
Advertising and promotional expenses
Consultancy expenses
Compliance and Regulatory expenses
Communication expenses
Occupancy expenses
Written-off exploration expenditure
Provision for diminution in value of shares
Other expenses

Profit/(loss) before income tax expense/benefit

Income tax expense/(benefit)

Net profit / (loss) attributable to members

Basic earnings (loss) per share (cents per share)

Diluted earnings (loss) per share (cents per share)

(1,633,170)
(23,933)
(3,705)
(518,656)
(36,716)
(351,995)
(48,996)
(6,765)
(60,451)
(5,748,231)
(169,289)
(26,276)

(22,950)
(35,597)
(3,001)
(165,576)
(53,199)
(29,150)
(82,079)
(14,245)
(58,709)
(161,027)
(292,560)
(20,509)

(1,633,170)
(23,933)
(3,705)
(520,399)
(36,716)
(351,995)
(48,719)
(6,765)
(60,451)
(4,997,464)
(167,489)
(20,557)

(22,950)
(35,597)
(3,001)
(165,019)
(53,199)
(29,150)
(81,867)
(14,245)
(58,709)
(161,027)
(292,560)
(20,508)

(6,070,033)

2,706,809

(5,413,213)

2,707,579

299,912

(779,828)

(6,369,945)

2,706,809

(4,633,385)

2,707,579

(13.92)

(7.29)

7.46

4.95

The accompanying notes form part of these financial statements

A n n u a l R e p o r t 0 6

B a l a n c e s h e e t

BALANCE SHEET
AS AT 30 JUNE 2006

Economic Entity

Parent Entity

Note

2006
$

2005
$

2006
$

2005
$

CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables

7
8

1,520,525
63,758

1,662,841
109,562

1,482,525
63,757

1,662,841
109,562

TOTAL CURRENT ASSETS

1,584,283

1,772,403

1,546,282

1,772,403

NON CURRENT ASSETS
Trade and other receivables
Financial assets
Property, plant and equipment
Exploration, evaluation and development
Deferred tax assets

8
9
10
11
6

16,000
2,760,075
50,971
5,868,152
1,358,427

77,731
1,071,794
348,950
4,432,198
-

4,449,382
2,671,097
50,971
2,219,339
1,357,887

3,565,425
941,795
348,950
1,075,273
-

TOTAL NON CURRENT ASSETS

10,053,625

5,930,673

10,748,676

5,931,443

TOTAL ASSETS

11,637,908

7,703,076

12,294,958

7,703,846

CURRENT LIABILITIES
Trade and other payables
Short-term provision

12
13

192,181
25,670

410,558
15,881

192,181
25,670

410,558
15,881

TOTAL CURRENT LIABILITIES

217,851

426,439

217,851

426,439

NON CURRENT LIABILITIES
Deferred tax liabilities

1,662,082

TOTAL NON CURRENT LIABILITIES

1,662,082

581,802

TOTAL LIABILITIES

NET ASSETS

EQUITY
Issued capital
Reserves
Retained profits/(Accumulated losses)

1,879,933

426,439

799,653

426,439

9,757,975

7,276,637

11,495,305

7,277,407

7,012,583
14
6,463,924
15
16 (3,718,832)

4,625,224
-
2,651,413

7,012,583
6,463,924
(1,981,202)

4,625,224
-
2,652,183

TOTAL EQUITY

9,757,975

7,276,637

11,495,305

7,277,407

The accompanying notes form part of these financial statements.

s t a t e m e n t o f c h a n g e s i n e q u i t y

C a z a l y R e s o u r c e s L i m i t e d

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2006

Economic Entity

Balance at 1 July 2004
Profit / (loss) attributable to members
Shares issued during the year
In specie-distribution
Transaction costs
Equity settled transactions
Balance at 30 June 2005

Balance at 1 July 2005
Profit / (loss) attributable to members
Shares issued during the year
Options exercised during the year
Transaction costs
Option reserve
Balance at 30 June 2006

Parent Entity

Balance at 1 July 2004
Profit / (loss) attributable to members
Shares issued during the year
In specie-distribution
Transaction costs
Equity settled transactions
Balance at 30 June 2005

Balance at 1 July 2005
Profit / (loss) attributable to members
Shares issued during the year
Options exercised during the year
Transaction costs
Option reserve
Balance at 30 June 2006

Issued
Capital

Retained
Profits/
Accumulated
Losses
$

Option
Reserved

Total

4,482,050
-
2,183,174
(2,000,000)
(40,000)
-
4,625,224

4,625,224
-
840,000
1,617,299
(69,940)
-
7,012,583

(55,396)
2,706,809
-
-
-
-
2,651,413

2,651,413
(6,369,945)
-
-
-
-
(3,718,532)

Issued
Capital

Retained
Profits/
Accumulated
Losses
$

4,482,050
-
2,183,174
(2,000,000)
(40,000)
-
4,625,224

4,625,224
-
840,000
1,617,299
(69,940)
-
7,012,583

(55,396)
2,707,579
-
-
-
-
2,652,183

2,652,183
(4,633,385)
-
-
-
-
(1,981,202)

-
-
-
-
-
-
-

-
-
-
-
-
6,463,924
6,463,924

Option
Reserved

4,426,654
2,706,809
2,183,174
(2,000,000)
(40,000)
-
7,276,637

7,276,637
(6,369,945)
840,000
1,617,299
(69,940)
6,463,924
9,757,975

Total

-
-
-
-
-
-
-

-
-
-
-
-
6,463,924
6,463,924

4,426,654
2,707,579
2,183,174
(2,000,000)
(40,000)
-
7,277,407

7,277,407
(4,633,385)
840,000
1,617,299
(69,940)
6,463,924
11,495,305

The accompanying notes form part of these financial statements

A n n u a l R e p o r t 0 6

c a s h f l o w s t a t e m e n t

CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2006

Economic Entity

Parent Entity

Note

2006
$

2005
$

2006
$

2005
$

Cash Flows from Operating Activities

- Payments to suppliers and employees
- Interest received
- Other revenue
- Interest paid
- Payments for exploration and evaluation

(639,831)
71,740
239,119
-
(2,383,873)

(371,734)
96,809
187,162
(93)
(2,335,480)

(635,577)
71,740
139,119
-
(1,341,217)

(370,965)
96,809
187,162
(93)
(126,877)

Net cash used in operating activities

19 (2,712,845)

(2,423,336)

(1,765,935)

(213,964)

Cash Flows From Investing Activities

- Proceeds from sale of exploration assets
- Proceeds from sale of equity investments
- Purchase of plant and equipment
- Purchase of exploration assets
- Purchase of equity investments
- Purchase of term deposit
- Loans to other entities
- Loans (to)/receipts from associated entities

-
494,749
(5,953)
(9,941)
(104,909)
-
-
61,731

-
198,698
(43,746)
(51,791)
(268,559)
(6,000)
(61,731)
-

-
494,749
(5,953)
(9,941)
(44,130)
-
-
(983,958)

150,000
198,698
(43,746)
(51,791)
(138,560)
(6,000)
(61,731)
(2,489,371)

Net cash used in investing activities

435,677

(233,129)

(549,233)

(2,442,501)

Cash Flows from Financing Activities

- Proceeds from issue of securities
- Payment for costs of issue of securities

2,201,050
(66,198)

1,933,174
(40,000)

2,201,050
(66,198)

1,933,174
(40,000)

Net cash provided by financing activities

2,134,852

1,893,174

2,134,852

1,893,174

Net increase in cash held

(142,316)

(763,291)

(180,316)

(763,291)

Cash and cash equivalents at beginning
of the financial year

Cash and cash equivalents at end
of the financial year

1,662,841

2,426,132

1,662,841

2,426,132

1,520,525

1,662,841

1,482,525

1,662,841

The accompanying notes form part of these financial statements

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Notes to the financial statements
for the year ended 30 june 2006

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The financial report covers the economic entity of Cazaly Resources Limited and controlled entities, and Cazaly
Resources Limited as an individual parent entity. Cazaly Resources Limited is a listed public company, incorporated and
domiciled in Australia.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS).

This is the first financial report prepared based on AIFRS and comparatives for the year ended 30 June 2005 have been
restated accordingly except for the adoption of AASB 132 Financial Instruments: Disclosure and Presentation and AASB
139 Financial Instruments: Recognition and Measurement.The Company has adopted the exemption under AASB 1
First-time Adoption of Australian Equivalents to International Financial Reporting Standards from having to apply AASB
132 and AASB 139 to the comparative period.The transition from previous GAAP to AIFRS has not effected the
economic entity’s financial performance, position and cashflows at the date of transition or at the latest date of reporting
in the economic entity’s most recent financial report under previous GAAP.

The financial report has also been prepared on a historical cost basis, except for derivative financial instruments and
available for-sale financial assets that have been measured at fair value.

The following is a summary of the accounting policies adopted by the Company in the preparation of the consolidated
financial information.The accounting policies have been consistently applied unless otherwise stated.

(a)

Principles of Consolidation

The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise
the Economic Entity, being the Company (the parent entity) and its subsidiaries as defined in Accounting Standard AASB
127 “Consolidated and Separate Financial Statements”. Consistent accounting policies are employed in the preparation
and presentation of the consolidated financial statements. On acquisition, the assets, liabilities and contingent liabilities of
a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair
values of the identifiable net assets acquired is recognised as goodwill. If, after reassessment, the fair values of the
identifiable assets acquired exceed the cost of acquisition, the deficiency is credited to profit and loss in the period of
acquisition.

The consolidated financial statements include the information and results of each subsidiary from the date on which the
Company obtains control and until such time as the Company ceases to control such entity.

In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits
arising within the Economic Entity are eliminated in full.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(b)

Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is
provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on
a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to
its estimated residual value.The estimated useful lives, residual values and depreciation method are reviewed at the end
of each annual reporting period.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset
Plant and equipment
Office furniture and equipment
Motor vehicle
Leasehold improvements

Depreciation Rate
40.0%
18.0%
22.5%
Term of Lease

(c)

Exploration, Evaluation and Development Expenditure

Costs incurred during exploration and evaluation related to an area of interest are accumulated. Costs carried forward
provided such costs are expected to be recouped through successful development, or by sale, or where exploration and
evaluation activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence
of economically recoverable reserves. In these instances the entity must have rights of tenure to the area of interest and
must be continuing to undertake exploration operations in the area.

These assets are considered for impairment on an annual basis, depending on the existence of impairment indicators
including:

•

the period for which the Economic Entity has the right to explore in the specific area has expired during the
period or will expire in the near future, and is not expected to be renewed;

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is
neither budgeted nor planned;

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the Economic Entity has decided to discontinue such
activities in the specific area; and

sufficient key data exists to indicate that, although a development in the specific area is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful
development or by sale.

Costs carried forward in respect of an area of interest that is abandoned are written off in the year in which the
decision to abandon is made.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(d)

Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the
legal ownership, are transferred to entities in the economic entity are classified as finance leases. Finance leases are
capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any
guaranteed residual values. Leased assets are depreciated on a diminishing value basis over their estimated useful lives
where it is likely that the economic entity will obtain ownership of the asset or over the term of the lease. Lease
payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

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.

(e)

Other Financial Assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either
financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale
investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case
of investments not at fair value through profit or loss, directly attributable transactions costs.The Company determines
the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this
designation at each financial year-end.

All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Company
commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts
that require delivery of the assets within the period established generally by regulation or convention in the marketplace.

(i)

Financial assets at fair value through profit or loss

Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit
or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near
term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on investments held for trading are recognised in profit or loss.

(ii)

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-
maturity when the Company has the positive intention and ability to hold to maturity. Investments intended to be
held for an undefined period are not included in this classification. Investments that are intended to be held-to-
maturity, such as bonds, are subsequently measured at amortised cost.This cost is computed as the amount initially
recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest
method of any difference between the initially recognised amount and the maturity amount.This calculation
includes all fees and points paid or received between parties to the contract that are an integral part of the
effective interest rate, transaction costs and all other premiums and discounts. For investments carried at
amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or
impaired, as well as through the amortisation process.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

A n n u a l R e p o r t 0 6

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(e)

Other Financial Assets (Continued)

(iii)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through
the amortisation process.

(iv)

Available-for-sale investments

Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or
are not classified as any of the three preceding categories. After initial recognition available-for sale investments are
measured at fair value with gains or losses being recognised as a separate component of equity until the
investment is derecognised or until the investment is determined to be impaired, at which time the cumulative
gain or loss previously reported in equity is recognised in profit or loss.

The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted
market bid prices at the close of business on the balance sheet date. For investments with no active market, fair value is
determined using valuation techniques. Such techniques include using recent arm’s length market transactions; reference
to the current market value of another instrument that is substantially the same; discounted cash flow analysis and
option pricing models.

(f)

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
short-borrowings in current liabilities on the balance sheet.

(g)

Trade and Other Receivables

Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that
the entity will not be able to collect the debts. Bad debts are written off when identified.

(h)

Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(i)

Impairment of Assets

At each reporting date, the Economic Entity reviews the carrying amounts of its tangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does
not generate cash flows that are independent from the other assets, the Economic Entity estimates the recoverable
amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted.

If the recoverable amount of an asset (or cash-generated unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in the Profit and Loss immediately, unless the relevant asset is carried at fair value, in which case the
impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the
extent that the increased carrying amount does not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (cash-generating unit) in prior years.

A reversal of an impairment loss is recognised in the Profit and Loss immediately, unless the relevant asset is carried at
fair value, in which case the impairment loss is treated as a revaluation increase.

(j)

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Tax Office (“ATO”).
cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are
shown inclusive of GST.

In these circumstances the GST is recognised as part of the

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

Cash flows are included in the cash flow statement 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.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(k)

Taxation

The Economic Entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on
the profit from ordinary activities adjusted for any non-assessable or disallowed items.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred
income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where
there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability
is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited
directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary differences can be utilised.

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 Economic 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.

(l)

Foreign Currency

All foreign currency transactions during the financial year are brought to account using the exchange rate in effect at the
date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing
at that date.

(m)

Trade and Other Payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services
provided to the company prior to the end of the financial year that are unpaid and arise when the company becomes
obliged to make future payments in respect of the purchase of these goods and services.

(n)

Provisions

Provisions are recognised when the Economic Entity has a present obligation, the future sacrifice of economic benefits is
probable, and the amount of the provision can be reliably measured.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of
those cash flows.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(o)

Share Based Payments

Equity-settled share based payments granted after 7 November 2002 that were unvested as of 1 January 2005, are
measured at fair value at the date of grant. Fair value is measured by use of a binomial model.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, based on the Economic Entity’s estimate of shares that will eventually vest.

For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at
the current fair value determined at each reporting date.

(p)

Issued Capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction
costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds
received.

(q)

Earnings Per Share

Basic earnings per share is calculated as net earnings attributable to members, adjusted to exclude costs of servicing
equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary
shares, adjusted for an bonus element.

Diluted EPS is calculated as net earnings attributable to members, adjusted for:
costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and
interest associated with dilutive potential ordinary shares that would have been recognised as expenses; and other non-
discretionary changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares,
adjusted for any bonus element.

(r)

Employee Benefits

Provision is made for the Economic Entity’s liability for employee benefits arising from services rendered by employees
to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts
expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year
have been measured at the present value of the estimated future cash outflows to be made for those benefits.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

(s)

Joint Venture Entities

A joint venture entity is an entity in which Cazaly holds a long-term interest and which is jointly controlled by Cazaly and
one or more other venturers. Decisions regarding the financial and operating policies essential to the activities, economic
performance and financial position of that venture require the consent of each of the venturers that together jointly
control the entity.

Cazaly has certain contractual arrangements with other participants to engage in joint activities where all significant
matters of operating and financial policy are determined by the participants such that the operation itself has no
significant independence to pursue its own commercial strategy.These contractual arrangements do not create a joint
venture entity due to the fact that the policies are those of the participants, not a separate entity carrying on a trade or
a business of its own.

The financial statements of Cazaly include its share of the assets, liabilities and cash flows in such joint venture
operations, measured in accordance with the terms of each arrangement, which is usually pro-rata to Cazaly’s interest in
the joint venture operations.

(t)

Royalty Assets

Royalty assets are valued in the accounts at cost of acquisition and are amortised over the period in which their benefits
are expected to be realised. The balances are reviewed annually and any balance representing future benefits for which
the realisation is considered to be no longer probable are written off.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

REVENUE

Operating activities
- interest received
- option fees
- profit on sale of tenement
- profit on sale of shares
- other revenue

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

71,619
155,000
-
147,412
2,184,119

98,371
300,000
2,107,381
22,498
1,117,161

71,619
55,000
-
147,412
2,184,119

98,371
300,000
2,107,381
22,498
1,117,161

Total Revenue

2,558,150

3,645,411

2,458,150

3,645,411

LOSS FOR THE YEAR

(i)

Expenses

Borrowing costs
- other persons

3,705

3,001

3,705

3,001

Depreciation of non-current assets
- plant and equipment
- amortisation of leasehold improvements

Rental expense on operating leases
- minimum lease payments

23,933
-
23,933

31,983
3,614
35,597

23,933
-
23,933

31,983
3,614
35,597

38,609

36,702

38,609

36,702

Write down of investments

169,289

292,560

167,489

292,560

Exploration expense written off

5,748,231

161,027

4,997,464

161,027

Employee equity settled benefits

1,464,300

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

KEY MANAGEMENT PERSONNEL COMPENSATION

(a) Name and positions held by directors’ in office at any time during the financial year are:

Mr Nathan McMahon
Mr Clive Jones
Mr Kent Hunter

Managing Director
Managing Director
Director

(b) Details of the nature and amount of emoluments of each director are as follows:

Salary, Fees
& Superannuation

SHORT-TERM BENEFITS
Other

Non-
Monetary

POST EMPLOYMENT
Superannuation Retirement

Benefits

SECURITIES ISSUED
Options
Equity
(i)

TOTAL
$

Directors

Nathan McMahon – Managing Director (ii)

2006

2005

157,667

118,336

Clive Jones – Managing Director (iii)

2006

2005

167,750

150,000

Kent Hunter – Non Executive Director (iv)

2006

2005

25,000

Total Remuneration Directors

2006

2005

350,417

293,336

51,660

37,470

51,660

37,470

2,250

650,800

808,467

28,000

146,336

650,800

818,550

28,000

178,000

162,700

241,610

7,000

71,720

1,464,300

1,868,627

63,000

396,056

i)
ii)

iii)

iv)

The fair value of the Options is calculated at the date of grant using a Black-Sholes model.
An aggregate amount of $157,667 (2005:$118,336) was paid, or was due and payable to Kingsreef Pty Ltd, a
company controlled by Mr Nathan McMahon, for the provision of corporate and tenement management services
to the Company.
An aggregate amount of $167,750 (2005:$150,000) was paid, or was due and payable to Widerange Corporation
Pty Ltd, a company controlled by Mr Clive Jones, for the provision of geological services to the Company.
An aggregate amount of $51,660 (2005:$37,470) was paid, or was due and payable to Mining Corporate Advisory
Services Pty Ltd, a company controlled by Mr Kent Hunter, for the provision of company secretarial services to
the Company.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

KEY MANAGEMENT PERSONNEL COMPENSATION (CONT.)

(c)

Shareholdings

Number of Shares held by Directors and Executive

2006

N B McMahon

C B Jones

K M Hunter

2005

N B McMahon

C B Jones

K M Hunter

(d) Option Holdings

Balance
1.7.05

Received as
Remuneration

Options
Exercised

Net Change
- Other

Balance
30.06.06

5,239,688

4,050,001

877,300

10,166,989

136,440

50,000

175,766

362,206

5,376,128

4,100,001

25,000

1,078,066

25,000

10,554,195

Balance
1.7.04

Received as
Remuneration

Options
Exercised

Net Change
- Other

Balance
30.06.05

3,883,784

3,250,000

827,300

7,961,084

1,500,000

(144,096)

5,239,688

1,000,000

(200,000)

4,050,001

50,000

877,300

2,500,000

(294,096)

10,166,989

Number of $0.1502 Options expiring 31 January 2006, held by Directors and Executives

Nathan McMahon
Clive Jones
Kent Hunter

Balance
1.7.05
136,440
50,000
175,776
362,206

Issued

-
-
-
-

Options
Exercised
136,440
50,000
175,776
362,206

Lapsed

-
-
-
-

Number of $0.3502 Options expiring 31 August 2007, held by Directors and Executives

Nathan McMahon
Clive Jones
Kent Hunter

Balance
1.7.05
1,000,000
1,000,000
250,000
2,250,000

Issued

-
-
-
-

Options
Exercised
-
-
-
-

Lapsed

-
-
-
-

Number of $0.50 Options expiring 31 August 2008, held by Directors and Executives

Nathan McMahon
Clive Jones
Kent Hunter

Balance
1.7.05

-
-
-
-

Issued

1,000,000
1,000,000
250,000
2,250,000

Options
Exercised
-
-
-
-

Lapsed

-
-
-
-

Balance
30.06.06
-
-
-
-

Balance
30.06.06
1,000,000
1,000,000
250,000
2,250,000

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

KEY MANAGEMENT PERSONNEL COMPENSATION (CONT.)

(e)

Compensation Options

The following table illustrates details of compensation options granted to Directors and Executives during the
financial year:

2006

Number
Granted

Number
Vested

Grant
Date

Expiry
Date

N B McMahon 1,000,000
1,000,000
C B Jones
250,000
K M Hunter
2,250,000

1,000,000
1,000,000
250,000
2,250,000

30.11.2005
30.11.2005
30.11.2005

31.08.2008
31.08.2008
31.08.2008

Exercise
Price
$
0.50
0.50
0.50

Fair Value at
Grant Date
$
0.6508
0.6508
0.6508

The weighted average fair value of the share options granted during the financial year is $0.6508 each. All options
granted during the year vested immediately. Options were priced using binomial option pricing model. Details of
factors used to calculated fair value of these options are disclosed in note (e) (i) below.

2005

Number
Granted

Number
Vested

Grant
Date

Expiry
Date

N B McMahon 1,000,000
1,000,000
C B Jones
250,000
K M Hunter
1,250,000

1,000,000
1,000,000
250,000
1,250,000

06.10.2004
06.10.2004
06.10.2004

31.08.2007
31.08.2007
31.08.2007

Exercise
Price
$
0.3502
0.3502
0.3502

Fair Value at
Grant Date
$
0.028
0.028
0.028

(i)

Director and Executives’ Option Valuation Calculation

Grant date share price
Exercise price
Expected volatility
Option life
Dividend yield
Risk-free interest rate

2006
31.08.08 Options
$0.975
$0.50
75%
2.75 years
-
5.34%

2005
31.08.07 Options
$0.18
$0.3502
50%
2.9 years
-
5.37%

(f)

Shares issued on exercise of compensation options

There were no options exercised during the year that were granted as compensation options

The economic entity policy for determining the nature and amount of emoluments of board members and senior
executives of the company is as follows:

The remuneration structure for executive officers, including executive directors, is based on a number of factors,
including length of service, particular experience of the individual concerned, and overall performance of the
economic entity. The contracts for service between the economic entity and specified directors and executives are
on a continuing basis the terms of which are not expected to change in the immediate future. Upon retirement
specified directors and executives are paid employee benefit entitlements accrued to date of retirement.The
company may terminate the contracts without cause by providing one to three months written notice or making
payment in lieu of notice based on the individual’s annual salary component at industry award redundancy rates.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

13,950
-
13,950

9,800
-
9,800

13,950
-
13,950

9,800
-
9,800

Consolidated

Company

2006

2005

2006

2005

AUDITORS’ REMUNERATION

Remuneration of the auditor for:

- Auditing or reviewing the financial report
- Other services

INCOME TAX EXPENSE

The components of the tax expense/(income) comprise:

Current tax
Deferred tax

-
299,912
299,912

-
-
-

-
(779,828)
(779,828)

-
-
-

(a)

The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows:

Prima facie tax (benefit) on loss from
ordinary activities before income tax
at 30% (2005: 30%)

Add:
Tax effect of:

(1,820,408)

812,042

(1,623,964)

812,273

Other non-allowable items
Tax benefit of revenue losses not recognised
Effect of deferred tax assets not recognised
Other

2,016,065

127,856

2,016,065

127,856

Less:
Tax effect of:
Tax benefit of deductible equity raising costs
Recognition of previously unrecognised losses
Recognition of subsidiary tax losses
Adjustments in respect of subsidiaries
Tax exempt revenues
Other

Income tax attributable to entity

(23,601)
-
-
-
-
-
299,912

(19,629)
(102,697)
-
-
(569,490)
(120,226)
-

(23,601)
-
(283,207)
(992,978)
-
-
(779,828)

(19,629)
(102,697)
-
-
(569,490)
(120,457)
-

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

INCOME TAX EXPENSE (CONT.)

Consolidated

Company

2006

2005

2006

2005

(b) Deferred tax assets at 30% (2005: 30%) comprise the following

Carry forward revenue losses
Capital raising costs
Provisions and accruals
Other

Deferred tax liabilities at 30%
(2005: 30%) comprise the following

Exploration expenditure
Other

1,149,641
57,545
13,166
138,075
1,358,427

1,662,082
-
1,662,082

-
-
-
-
-

-
-
-

1,149,641
57,545
13,166
137,535
1,357,887

581,802
-
581,802

-
-
-
-
-

-
-
-

(c)

The following deferred tax balances at 30% (2005: 30%) have not been recognised

Carry forward revenue losses
Capital raising costs
Provisions and accruals
Other

-
-
-
-
-

1,026,160
61,287
9,420
218,692
1,315,559

-
-
-
-
-

1,026,160
61,287
9,420
218,692
1,315,559

The tax benefits of the above Deferred Tax Assets will only be obtained if:
(a)

the company derives future assessable income of a nature and of an amount sufficient to enable the
benefits to be utilised;
the company continues to comply with the conditions for deductibility imposed by law; and
no changes in income tax legislation adversely affect the company in utilising the benefits.

(b)
(c)

Deferred Tax Liabilities:
Exploration expenditure
Other

-
-
-

1,315,559
-
1,315,559

-
-
-

1,315,559
-
1,315,559

The above Deferred Tax Liabilities have not been recognised as they have given rise to the carry forward revenue
losses for which the Deferred Tax Asset has not been recognised.

Deferred tax recognised directly in equity:
Relating to equity raising costs
Other

3,742
-
3,742

-
-
-

3,742
-
3,742

-
-
-

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

CASH AND CASH EQUIVALENTS

Cash at bank
Petty cash
Deposits at call (i)

138,820
500
1,381,205
1,520,525

118,936
500
1,543,405
1,662,841

138,820
500
1,343,205
1,482,525

118,936
500
1,543,405
1,662,841

(i) The bank deposits are short term deposits maturing within 30 days, and pay interest at a rate of 5.32% per annum.

TRADE AND OTHER RECEIVABLES

Current
Other debtors

Non-Current
Bonds (i)
Loans to other entities
Loans to associated entities

63,758

109,562

63,757

109,562

16,000
-
-
16,000

16,000
61,731
-
77,731

16,000
-
4,433,382
4,449,382

16,000
61,731
3,487,694
3,565,425

(i) Bonds are term deposits, held by way of bank guarantee.

FINANCIAL ASSETS

Current

Shares in associated entities, at cost
Shares in listed corporations, at cost
Less: Provision for write-down to recoverable amount

2,000,000
1,224,361
(464,286)
2,760,075

-
1,378,442
(306,648)
1,071,794

2,000,000
1,134,283
(463,186)
2,671,097

1
1,248,442
(306,648)
941,795

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

10. PROPERTY, PLANT AND EQUIPMENT

Field Plant and Equipment
At cost
Accumulated depreciation

Plant and Equipment
At cost
Accumulated depreciation

Office Furniture and Equipment
At cost
Accumulated depreciation

Motor Vehicle
At cost
Accumulated depreciation

Leasehold Improvement
At cost
Accumulated amortisation

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

-
-
-

280,000
-
280,000

-
-
-

280,000
-
280,000

82,407
(57,541)
24,866

76,453
(41,039)
35,414

82,407
(57,541)
24,866

76,453
(41,039)
35,414

19,464
(7,652)
11,812

27,273
(12,980)
14,293

5,344)
(5,344)
-

19,464
(5,068)
14,396

27,272
(8,844)
18,428

5,344
(4,632)
712

19,464
(7,652)
11,812

27,273
(12,980)
14,293

5,344)
(5,344)
-

19,464
(5,068)
14,396

27,272
(8,844)
18,428

5,344
(4,632)
712

Movement in the carrying amounts for each class of plant and equipment between the beginning and end of the current financial year.

50,971

348,950

50,971

348,950

2006

Plant and Field Plant & Office Motor
Furniture Vehicles
Equipment Equipment

Leasehold
Improvement

Total

Balance at the beginning of the year

Additions
Disposals
Depreciation/expense

Carrying amount at the end of the year

35,414
5,954
-
(16,502)
24,866

280,000
-
(280,000)
-
-

14,396
-
-
(2,584)
11,812

18,428

-
(4,135)
14,293

712
-
-
(712)
-

348,950
5,954
(280,000)
(23,933)
50,971

2005

Plant and Field Plant & Office Motor
Furniture Vehicles
Equipment Equipment

Leasehold
Improvement

Total

Balance at the beginning of the year

Additions
Disposals
Depreciation/expense

Carrying amount at the end of the year

48,050
10,866
-
(23,502)
35,414

-
280,000
-
-
280,000

14,666
2,880
-
(3,150)
14,396

23,759
-
-
(5,331)
18,428

4,326
-
-
(3,614)
712

90,801
293,746
-
(35,597)
348,950

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

11.

EXPLORATION, EVALUATION AND DEVELOPMENT COSTS

Non-Current

Costs carried forward in respect of areas of interest in:

- Exploration and evaluation phases – at cost – (a)
- Royalty assets

5,821,152
47,000
5,868,152

4,385,198
47,000
4,432,198

2,219,339
-
2,219,339

1,075,273
-
1,075,273

Movement
(a)

Brought forward
Exploration expenditure capitalised
during the year
Exploration expenditure written off
Exploration expenditure transferred
to controlled entity

4,385,198

1,883,180

1,075,273

1,883,180

7,184,185
(5,748,231)

2,663,045
(161,027)

6,141,531
(4,997,464)

126,877
(161,027)

-
5,821,152

-
4,385,198

-
2,219,339

(773,757)
1,075,273

The value of the economic entity interest in exploration expenditure is dependent upon:

•
•
•

the continuance of the economic entity rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.

The economic entity exploration properties may be subjected to claim(s) under native title, or contain sacred
sites, or sites of significance to Aboriginal people. As a result, exploration properties or areas within the
tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this
time, it is not possible to quantify whether such claims exist, or the quantum of such claims.

12. TRADE AND OTHER PAYABLES

Current
Unsecured
Trade creditors
Other creditors and accrued expenses

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

150,451
41,730
192,181

328,012
82,546
410,558

150,451
41,730
192,181

328,012
82,546
410,558

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

13. PROVISION

Current
Provision for Annual Leave

14.

ISSUED CAPITAL

51,377,456 Fully paid ordinary shares
(2005: 40,190,876) – (a)
Nil Options (2005: 9,063,899) – (b)

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

25,670

15,881

25,670

15,881

7,016,326
-
7,016,326

4,534,585
90,639
4,625,224

7,016,326
-
7,016,326

4,534,585
90,639
4,625,224

(a)

Ordinary Shares
At the beginning of the reporting period

4,534,585

4,378,502

4,534,585

4,378,502

Shares issued during the year
- 1,250,000 on 15 November 2005
- 1,145,874 on 16 December 2005
- 2,000,000 on 4 February 2006
- 2,500,000 18 February 2006
- 145,000 on 2 March 2006
- 1,000,000 on 12 October 2005
- 1,000,000 on 9 November 2005
- 125,000 on 23 March 2006

Options exercise during the year
- 1,145,874 on 16 December 2004
- 145,000 on 2 March 2005
- 220,000 on 27 October 2005
- 8,841,580 on 31 January 2006

-
-
-
-
-
440,000
440,000
256,250

-
-
35,244
1,416,421

250,000
229,174
800,000
875,000
29,000
-
-
-

11,459
1,450
-
-

-
-
-
-
-
400,000
440,000
256,250

-
-
35,244
1,416,421

250,000
229,174
800,000
875,000
29,000
-
-
-

11,459
1,450
-
-

Capital reduction pursuant to in-specie
distribution of Graynic Metals Limited shares

(2,000,000)

Transaction costs relating to share issues

(66,197)

(40,000)

(66,197)

(40,000)

At reporting date

7,016,326

4,534,585

7,016,326

4,534,585

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Economic Entity

Parent Entity

2006
No.

2005
No.

2006
No.

2005
No.

14. ISSUED CAPITAL (CONT.)

Fully Paid
At the beginning of the reporting period

40,190,876

33,150,002

40,190,876

33,150,002

Shares issued during the year
- 1,250,000 on 15 November 2004
- 1,145,874 on 16 December 2004
- 2,000,000 on 4 February 2005
- 2,500,000 18 February 2005
- 145,000 on 2 March 2005
- 1,000,000 on 12 October 2005
- 220,000 on 27 October 2005
- 1,000,000 on 9 November 2005
- 8,841,580 on 31 January 2006
- 125,000 on 23 March 2006

-
-
-
-
-
1,000,000
220,000
1,000,000
8,841,580
125,000

1,250,000
1,145,874
2,000,000
2,500,000
145,000
-
-
-
-
-

-
-
-
-
-
1,000,000
220,000
1,000,000
8,841,580
125,000

1,250,000
1,145,874
2,000,000
2,500,000
145,000
-
-
-
-

At reporting date

51,377,456

40,190,876

51,377,456

40,190,876

On 3 October 2005, the Company issued 75,000 employee options under the Cazaly Resources Limited employee
incentive scheme.

On 9 November 2005, the Company issued 1,000,000 fully paid ordinary shares at $0.44 to clients of Argonaut
Securities Pty Ltd and Paterson Securities Pty Ltd.

On 15 December 2005 the Company issued 2,250,000 director options as approved by the members at the Annual
General Meeting on 30 November 2005.

On 31 January 2006 9,061,580 $0.1502 options expiring on or before 31 January 2006 were exercised and 8,841,580
ordinary shares allotted and issued pursuant to the exercise.

On 24 March 2006, the Company issued 125,000 fully paid ordinary shares at $2.05 to consultants for work performed.

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held and in proportion to the amount paid up on the shares held.

At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share
when a poll is called, otherwise each shareholder has one vote on a show of hands.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

14.

ISSUED CAPITAL (CONT.)

(b)

Options
At the beginning of the reporting period

90,639

103,548

90,639

103,548

Options converted during the year
- 1,145,874 on 16 December 2004
- 145,000 on 2 March 2005
Options converted during the year
- 220,000 on 27 October 2005
- 8,841,580 on 31 January 2006
Options lapsed during the year
- 2,319 on 31 January 2006

-
-

(11,459)
(1,450)

-
-

(11,459)
(1,450)

(2,200)
(88,416)

(23)

(2,200)
(88,416)

(23)

At reporting date

90,639

Movement
At the beginning of the reporting period

9,063,899

10,354,773

9,063,899

10,354,773

Options converted during the year
- 1,145,874 on 16 December 2004
- 145,000 on 2 March 2005
- 220,000 on 27 October 2005
- 8,841,580 on 31 January 2006
Options lapsed during the year
- 2,319 on 31 January 2006

-
-
(220,000)
(8,841,580)

(1,145,874)
(145,000)
-
-

(2,319)

(220,000)
(8,841,580)

(2,319)

(1,145,874)
(145,000)
-
-

At reporting date

9,063,899

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

15. OPTION RESERVE

Balance at beginning of reporting period
Directors options
Employee equity settled transactions
Options issued to Echelon Resources
as per Agreement dated 28 November 2005

-
1,464,300
11,123

4,988,500
6,463,924

-
-

-
1,464,300
11,123

4,988,500
6,463,924

-
-

This reserve is used to record the value of equity benefits provided to the employees and directors as part of their
remuneration.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

16. RETAINED PROFITS/(ACCUMLATED LOSSES

Retained profits/(Accumulated losses)
at the beginning of the financial period
Net profit/(loss) attributable to members
Retained profits/(Accumulated losses)
at the end of the financial period

17.

FINANCIAL INSTRUMENTS

2,649,404
(6,068,024)

(57,406)
2,706,810

2,652,183
(5,413,213)

(55,396)
2,707,579

(3,418,620)

2,649,404

(2,761,030)

2,652,183

The economic entity’s principal financial instruments comprise cash and short term deposits.The main purpose of the
financial instruments is to earn the maximum amount of interest at a low risk to the entity.The economic entity also has
other financial instruments such as trade debtors and creditors which arise directly from its operations. For the period
under review, it has been the entity’s policy not to trade in financial instruments.

The main risks arising from the economic entity’s financial instruments are interest rate risk and credit risk.The board
reviews and agrees policies for managing each of these risks and they are summarised below:

(a)

Interest Rate Risk

The economic entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest rate for each
class of financial assets and financial liabilities comprises:

2006

Floating

Fixed Interest Fixed Interest Non-interest

Interest Rate maturing in 1 maturing over
1 to 5 years
year or less
$
$

bearing

2006
Total

Financial assets

Cash
Receivables
Investments

Weighted average
Interest rate

Financial Liabilities

Payables

Weighted average interest rate

139,320
-
-
139,320

1,381,205
16,000
-
1,397,205

5.00%

5.77%

-
-

-
-
-
-

-
-

-
63,758
2,760,075
2,823,833

1,520,525
79,758
2,760,075
4,360,358

192,181
192,181

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

17.

FINANCIAL INSTRUMENTS (CONT.)

2005

Floating

Fixed Interest Fixed Interest Non-interest

Interest Rate maturing in 1 maturing over
1 to 5 years
year or less
$
$

bearing

2005
Total

Financial assets

Cash
Receivables
Investments

Weighted average
Interest rate

Financial Liabilities

Payables

Weighted average interest rate

(b) Net Fair Values

118,936
-
-
118,936

1,543,405
16,000
-
1,559,405

4.50%

5.32%

-
-
-
-

500
171,293
1,071,794
1,243,587

1,662,841
187,293
1,071,794
2,921,928

410,558
410,558

The carrying value and net fair values of financial assets and liabilities at balance date are:

On-balance sheet financial instruments
Financial assets
Cash and deposits
Receivables
Investments

Financial liabilities
Payables
Interest bearing liabilities

2006

2005

Carrying
Amount
$

Net fair
Value
$

Carrying
Amount
$

Net fair
Value
$

1,520,525
79,758
2,760,075
4,360,358

1,662,841
187,293
1,071,794
2,921,928

192,181
-
192,181

410,558

410,588

410,558

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

17.

FINANCIAL INSTRUMENTS (CONT.)

(c)

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the economic entity. The economic entity has adopted the policy of only dealing with credit worthy
counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the
risk of financial loss from defaults.

The economic entity does not have any significant credit risk exposure to any single counterparty or any group of
conterparties having similar characteristics. The carrying amount of financial assets recorded in the financial
statements, net of any provisions for losses, represents the economic entity maximum exposure to credit risk.

Economic Entity

2006
$

2005
$

18. EARNINGS PER SHARE

(a)

Earnings / (Loss) used in the calculation of basic EPS

(6,369,945)

2,706,809

Number of
Shares

(b) Weighted average number of ordinary shares outstanding during

the period used in the calculation of basic earnings per share:

45,757,021

36,303,137

the period used in the calculation of diluted earnings per share:

87,331,311

54,640,186

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

Economic Entity

Parent Entity

2006
$

2005
$

2006
$

2005
$

19. CASH FLOW INFORMATION

(i)

Reconciliation of cash flows from operating
activities with profit/(loss) after income tax

- Profit / (Loss) after income tax

Non-cash flows in loss for the year
- Depreciation
- Amortisation
- Profit on sale of shares
- Employee equity settled transactions
- Share based payments
- Provision for diminution of investment
- Reversal of diminution provision
- Profit on sale of tenements
- Exploration write-off

Cash flows not in loss for the year
- Payments for exploration and evaluation

Changes in assets and liabilities

- Decrease/(Increase) in receivables

(6,369,945)

2,706,809

(4,633,385)

2,707,579

23,933
-
(147,412)
1,464,300
256,250
169,289
(2,184,119)
-
5,748,231

31,983
3,614
(22,498)
-
-
292,560
-
(3,337,381)
161,027

23,933
-
(147,412)
1,464,300
256,250
167,488
(2,184,119)
-
4,997,464

31,983
3,614
(22,498)
-
-
292,560
-
(3,337,381)
161,027

(2,383,873)

(2,335,480)

(1,341,217)

(126,877)

& prepayments

245,318

57,123

245,320

57,122

- Increase/(Decrease) in trade and other

creditors, accruals and employee entitlements

- Movement in provisions

474,972
(9,789)

7,780
11,127

(604,768)
(9,789)

7,780
11,127

Net cash inflows (outflows) from operating
Activities

(2,712,845)

(2,423,336)

(1,765,935)

(213,964)

(ii)

Acquisition of Entities

During the year 100% of the following controlled entities were acquired:

Purchase consideration

- Hayes Mining Pty Ltd
- Cyril Resources Pty Ltd
- Sammy Resources Pty Ltd

-
-
-
-

-
1
1
1

1
-
-
-

C a z a l y R e s o u r c e s L i m i t e d

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

20. COMMITMENTS

On 10 November 2003 the economic entity entered into a lease agreement with Giorgio Longo and Clotilda Aurora
Longo for the premises known as entire First Floor, 22 Oxford Close, Leederville, Western Australia.The initial term, is
for two (2) years expiring on 30 September 2006 in consideration for a rental fee of $30,000 per annum.The economic
entity is currently in negotiation to extend the lease agreement with Giorgio Longo.

The commitments outlined below are contingent on the economic entity exercising its rights to acquire exploration
assets pursuant to option agreements detailed below.

In order to maintain rights of tenure to mining tenements subject to these agreements, the economic entity would have
the following discretionary exploration expenditure requirements up until expiry of leases. These obligations, which are
subject to renegotiation upon expiry of the leases, are not provided for in the financial statements and are payable:

Not longer than one year
Longer than one year, but not longer than five years
Longer than five years

2006
$

2005
$

2,705,180
2,705,180
2,705,180
8,115,540

2,356,140
9,424,560
-
11,780,700

At the moment the economic entity has commitments in excess of cash, however the Board believes it will be able to
raise the additional funds to satisfy the commitments for the future.

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

Joint Venture Commitments

The economic entity has entered into the following joint ventures:

PLACER DOME ASIA PACIFIC – KUNUNALLING PROJECT

On 9 December 2003 Cazaly acquired the Kunanalling project from Placer Dome Asia Pacific Limited (“PDAP”)
whereby Cazaly is the register holder or is entitled to be registered of the holder and beneficial owner of the
Kunanalling project and Tenements. A payment sum the PDAP the sum of $57,000 and assignment to Cazaly 100%
interest in the Kunanalling Project provided that PDAP will retain;

(i)

(ii)

the once off right exercisable within 60 days of being notified of the establishment of 500,000 or more once
resources on the Kunanalling Project to clawback a 70% interest in respect of the resource area.

PDAP the right to explore for conceptual targets within a declared area of the Kunanalling Project at Cazaly
Resources Ltd Expense. Any discovery of 500,000 or more ounces would be deemed to be owned 70% by
PDAP and 30% by Cazaly Resources. Any resource discovery of less than 500,000 ounces would continue to be
100% owned by Cazaly Resources.

(iii)

the option to acquire or to process any ore produced from the project owned or acquired by Cazaly Resources
within 100km of the treatment plant.

(iv)

a 2% net smelter royalty on all gold produced from the Kunanalling

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

NORTHLANDER PROJECT - HAMPTON HILL MINING AGREEMENT

On 5 March 2004 Cazaly acquired a 49% interest in the Northlander Project from Hampton Hill Mining NL. Hampton
Hill Mining is the registered holder or is entitled to be registered as the holder and 49% beneficial owner of the
Northlander Project and the Tenements.
$21,000, Hampton Hill Mining will assign 49% interest in the Northlander Project provided that;

In consideration of Cazaly resources paying Hampton Hill Mining the sum of

(i)

Hampton Hill Mining will retain the once off right within 60 days of being notified of the establishment of a
500,000 or more ounce resource on the Northlander Project, to claw back a 34.3% interest or a 70% interest if
PDAP does not exercise its equivalent rights within the 60 day period.

(ii)

a 0.98% Net Smelter Returns Royalty on all gold produced from mine within the Northlander Project.

(iii)

the right to explore for conceptual targets within a declared area of the northlander Project. Any reluctant
resourced discovery of 500,000 or more ounces would be deemed to be owned 70% by Hampton hill Mining (
this will be subject to clawback, the respective interest would then be PDAP 35.7% Hampton Hill Mining 34.5%
and Cazaly Resources Ltd 30%. Any resource discovery of less than 500,000 ounces would continue to be 100%
owned by Cazaly Resources.

NORTHLANDER PROJECT – PLACER DOME ASIA PACIFIC AGREEMENT

On 5th March 2004 Cazaly hereby offers to acquire a 51% interest in the Northlander Project from Placer Dome Asia
Pacific Ltd (“PDAP”). PDAP is the registered holder or is entitled to be registered as the holder and 51% beneficial
owner of the Northlander Project and the Tenements.
$21,930, PDAP will assign 51% interest in the Northlander Project provided that;

In consideration of Cazaly resources paying PDAP the sum of

(i)

PDAP will retain the once off right within 60 days of being notified of the establishment of a 500,000 or more
ounce resource on the Northlander Project, to claw back a 35.7% interest or a 70% interest if Hampton Hill
Mining NL does not exercise its equivalent rights within the 60 day period.

(ii)

a 1.02% Net Smelter Returns Royalty on all gold produced from mine within the Northlander Project.

(iii)

WEST KALGOORLIE PROJECT (ORA BANDA, GRANTS PATCH, CARBINE PROJECTS) –
PLACER DOME ASIA PACIFIC AGREEMENT

On 13th September 2004 Cazaly acquired the West Kalgoorlie project from PDAP whereby Cazaly is the register
holder or is entitled to be registered of the holder and beneficial owner of the Kunanalling project and Tenements. A
payment to PDAP of $1,000 was the consideration for the assignment to Cazaly 100% interest in the Kunanalling Project
provided that PDAP will retain;

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

(i)

(ii)

(iii)

(iv)

the once off right exercisable within 60 days of being notified of the establishment of 300,000 or more once
resources on the Kunanalling Project to clawback a 70% interest in respect of the resource area by the
reimbursement of 2.5 times the previous exploration costs.

PDAP the right to explore for conceptual targets within a declared area of the West Kalgoorlie Project at Cazaly
Resources Ltd Expense. Any discovery of 300,000 or more ounces would be deemed to be owned 70% by
PDAP and 30% by Cazaly Resources. Any resource discovery of less than 300,000 ounces would continue to be
100% owned by Cazaly Resources.

the option to acquire or to process any ore produced from the project owned or acquired by Cazaly Resources
within 100km of the treatment plant.

a 2% net smelter royalty on all gold produced from the West Kalgoorlie project except where a pre-existing
royalty exists.

CASTLE HILL PROJECT – PLACER DOME ASIA PACIFIC AGREEMENT

(i)

(ii)

(iii)

(iv)

the option to acquire or to process any ore produced from the project owned or acquired by Cazaly Resources
within 100km of the treatment plant.

a 2% net smelter royalty on all gold produced from the Castle Hill project except where a pre-existing
royalty exists.

In each of the Kununalling, West Kalgoorlie, Northlander and Castle Hill Agreements there are several smaller, non-
material royalty provisions that encumber the tenements.

SHOVELANNA MEMORANDUM OF UNDERSTANDING

Cazaly Resources Limited (ASX:CAZ) (Cazaly) and Echelon Resources Limited (ASX:ECH) (Echelon) have signed a
Memorandum of Understanding (MOU) with BHP Billiton Iron Ore Pty Ltd (BHP Billiton) in relation to the long term
sale of iron ore from the Shovelanna Iron Ore Project (Shovelanna) contained within application E46/678.

The terms of the MOU provide that in the event Cazaly is granted E46/678:

•

Cazaly will deliver to BHP Billiton approximately five million wet tonnes per annum of primary crushed ore,
subject to Cazaly delineating a JORC compliant Proven and Probable Reserve of at least 100 million tonnes and
such Reserve being compatible with specifications to be agreed.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

•

First production is planned within two to three years of receipt of all necessary consents and approvals for the
commencement of exploration at Shovelanna.

• Within six months of determining the size and quality of a Reserve, BHP Billiton must elect whether to purchase
any additional ore in excess of 100 million tonnes on terms and conditions to be agreed. Cazaly may sell
additional ore not purchased by BHP Billiton to third parties.

•

BHP Billiton will pay Cazaly a predetermined price based on the Benchmark Price for Mt. Newman Lump and
Fines (FOB).

Cazaly has calculated that its margin based on current prices will be in the range of $70 million to $85 million per
annum.These calculations are based on production of five million tonnes per annum and standard industry
contract mining and primary crushing costs.

Under the MOU the parties are to negotiate a detailed binding formal agreement within the next 4 months or
such other period as agreed. Cazaly and Echelon have agreed to exclusively negotiate with BHP Billiton during
this period.

Cazaly will be responsible for the exploration, mining and primary crushing of ore from E46/678 together with
delivery of the ore to an agreed delivery point on or near the boundary between E46/678 and BHP Billiton’s
adjoining Ore Body 18.

BHP Billiton and Cazaly will work together in good faith to assess whether Ore Body 18 North and Shovelanna
should be developed as a single unified mining operation.

BHP Billiton will have the benefit of change of control provisions.

Cazaly will transfer to Echelon a 14% interest in E46/678 upon Echelon complying with its obligations under the
agreement between Cazaly and Echelon.

The MOU is non binding and conditional upon E46/678 being unencumbered and being granted on terms and
conditions acceptable to BHP Billiton, any challenge to that grant being dismissed or discontinued, BHP Billiton
completing satisfactory legal and technical due diligence, receipt of associated State and Federal consents and approvals
including Ministerial consent as required under the Mining Act 1978 (WA) and the consent of the Mount Newman Joint
Venture Participants and execution of definitive documentation.

ECHELON JOINT VENTURE AGREEMENT

In consideration for Echelon committing to provide technical capabilities and funding $2.5 million in exploration funds for
the Shovelanna project, Echelon will receive a 14% interest in ELA 46/678 and receive 5 million options in Cazaly,
exercisable at $1.00, on or before 31 December 2007.

PERIPHERAL PROJECTS

The Company retains various small free-carried in the Menzies, Menzies West, Bardoc, Goongarrie, Mt. Carrington,
Golden Mile South,Yilgangi, Mt.Vetters, Lake Way, Gasgoyne, Quartz Hill and Quartz Circle projects.

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

21. CONTROLLED ENTITIES

Parent Entity

Country of Incorporation

Consolidated Entity Interest

2006

2005

Cazaly Resources Limited

Australia

Controlled Entities
Hayes Mining Pty Ltd
Cyril Resources Pty Ltd
Sammy Resources Pty Ltd

Australia
Australia
Australia

100%
100%
100%

100%
-
100%

On 1 July 2005 the parent entity acquired 100% of Cyril Resources Pty Ltd, with Cazaly Resources Ltd entitled to all
profits earned from 1 July 2005, for purchase consideration of $1.00

22. SEGMENT INFORMATION

The economic entity operates predominantly in one geographical segment, being Western Australia, and in one industry,
mineral mining and exploration.

23. EVENTS SUBSEQUENT TO REPORTING DATE

No other matters or circumstances have arisen since the end of the financial period which significantly affected or may
significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the
economic entity in future financial years.

24. RELATED PARTY INFORMATION

Transactions between related parties are on commercial terms and conditions, no more favourable than those available
to other parties unless otherwise stated.

Transactions with related entities:
Director related Entities
(i)

Remuneration (excluding the reimbursement of costs) received or receivable by the directors of the Economic
entity and aggregate amounts paid to superannuation plans in connection with the retirement of directors are
disclosed in Note 4 to the accounts.

These transactions were made on commercial terms and conditions and at market rates.

A n n u a l R e p o r t 0 6

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

25. SHARE BASED PAYMENTS

Options are issued to vendors as part of purchase consideration and also to directors and employees as part of their
remuneration as disclosed in Note 4.The options issued may be subject to performance criteria, and are issued to
directors and employees of Cazaly Resources Limited to increase goal congruence between executives, directors and
shareholders.

The following table illustrates the number and weighted average exercise prices (WAEP) of and movements in share
options issued under Share Based Payment Scheme during the year:

2006
Number of Weighted
Average
Exercise Price
$

Options

2005
Number of Weighted
Average
Exercise Price
$

Options

At beginning of reporting period
Granted during the period
- Vendor options
- Employee options
- Director remuneration
Balance the end of reporting period

Exercisable at end of reporting period

2,650,000

5,000,000
75,000
2,250,000
9,975,000

9,975,000

1.00
0.58
0.50

400,000
2,250,000
2,650,000

2,650,000

0.2502
0.3502

(i)

(ii)
(iii)

The compensation options outstanding at 30 June 2006 had a weighted average exercise price between $0.25
and $1.00 and a weighted average remaining life between 1.83 years and 4.31 years.
The respective weighted average fair values of options granted during 2006 were $0.6508.
Included under employee benefits expense in the income statement is $1,464,000 (2005: nil), and relates to
employee equity-settled payment transactions.

C a z a l y R e s o u r c e s L i m i t e d

N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

DIRECTORS’ DECLARATION

The directors of the company declare that:

the financial statements and notes, as set out on pages 15 to 49, 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 2006 and of the performance for the year ended
on that date of the company and economic entity; and

the Chief Executive Officer and Company Secretary 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.

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.

Kent Hunter
Director

Perth,
28 September 2006

INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF CAZALY RESOURCES LIMITED

Scope
The financial report and directors’ responsibility The financial report comprises the income statement, balance
sheet, cash flow statement, accompanying notes to the financial statements, and the directors’ declaration for
Cazaly Resources Limited (the company) and Cazaly Resources Limited (the consolidated entity) for the year
ended 30 June 2006.The consolidated entity comprises both the company and the entities it controlled during
the period.

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 have conducted an independent audit of the financial report in order to express an opinion on it to the
members of the company. Our audit has been conducted in accordance with Australian Auditing Standards to
provide reasonable assurance whether the financial report is free of material misstatement.The nature of an
audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations
of internal controls, 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.

I N D E P E N D E N T A U D I T R E P O R T

C a z a l y R e s o u r c e s L i m i t e d

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements
and the Corporations Act 2001.

In accordance with ASIC Class Order 05/83, we declare to the best of our knowledge and belief that the auditor’s
independence declaration set out in this financial report has not changed as at the date of providing our audit opinion.

Audit Opinion

In our opinion, the financial report of Cazaly Resources 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 2006 and of
their performance for the year ended on that date; and

(ii)

complying with Accounting Standards in Australia and the Corporations Regulations 2001; and

(b)

other mandatory financial reporting requirements in Australia.

RIX LEVY FOWLER
Chartered Business Advisors

RANKO MATIC
Partner

DATED at PERTH this 28th day of September 2006

A n n u a l R e p o r t 0 6

a d d i t i o n a l s h a r e h o l d e r i n f o r m a t i o n

ADDITIONAL SHAREHOLDER INFORMATION
Shareholding

The distribution of members and their holdings of equity securities in the company as at 22 September 2006 was as follows:

Number Held as at 22 September 2006
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
TOTALS

Class of Equity Securities
Fully Paid Ordinary Shares
370
1,094
526
581
64
2,635

Holders of less than a marketable parcel: - fully paid shares

370

Substantial Shareholders

The names of the substantial shareholders listed in the Company’s register as at 22 September 2006.

Shareholder

Number

Clive Bruce Jones

4,050,001

Unquoted Securities

Class of Equity Security

Number

31 August 2008 Option - $0.50
2,250,000
31 August 2007 Option - $0.3502 2,250,000
400,000
2 July 2009 Options - $0.2502

Number of
Security
Holders
3
3
2

a d d i t i o n a l s h a r e h o l d e r i n f o r m a t i o n

C a z a l y R e s o u r c e s L i m i t e d

Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary Shares

•

Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by
proxy has one vote on a show of hands.

Quoted and Unquoted Options

•

These options have no voting rights.

ASX Listing Rule 4.10.19

In accordance with Listing Rule 4.10.19, the company states that it has used the cash and assets in a form readily convertible to
cash that it had at the time of admission in a way consistent with its business objectives. The business objective is primarily
mineral exploration.

Twenty Largest Shareholders

The names of the twenty largest ordinary fully paid shareholders as at 22 September 2006 are as follows:

Name

Mr Clive Bruce Jones

Citicorp Nominees Pty Limited

Nathan Bruce McMahon

ANZ Nominees Limited

Echelon Resources Limited

Mr Kent Michael Hunter

Kingsreef Pty Ltd

French Consulting Pty Ltd

Richard Stanley De Ravin

Avril Natalie Shear

Mrs Debra Lee McMahon

Cleland Projects Pty Ltd

Andrew Murie

Mrs Debra Lee McMahon

Karen Cameron Murie

William Ng & Cun Pei Tong Ng

Jezza Nominees Ltd

Debra Lee McMahon

Mines and Resources Australia

Unaval Nominees Pty Ltd

TOTAL

Number of Ordinary
Fully Paid Shares Held

% Held of Issued
Ordinary Capital

4,050,001

3,637,001

2,200,001

2,189,350

1,000,000

900,000

584,244

500,000

450,000

410,934

400,000

360,500

344,128

312,000

300,000

297,500

280,000

275,000

262,500

7.882

7.078

4.282

4.261

1.946

1.751

1.137

0.973

0.875

0.799

0.778

0.701

0.669

0.607

0.583

0.579

0.544

0.535

0.510

19,203,159

37.365

A n n u a l R e p o r t 0 6

a d d i t i o n a l s h a r e h o l d e r i n f o r m a t i o n

CORPORATE GOVERNANCE

The Company is committed to implementing the highest standards of corporate governance.
standards should involve the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate
Governance and Best Practice Recommendations. The Company is pleased to advise that the Company’s practices are largely
consistent with those ASX guidelines. As consistency with the 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
during the reporting period, we have identified such policies or committees.

In determining what those high

Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the
Company is working towards compliance however it does not consider that all the practices are appropriate for the Company
due to the size and scale of Company operations.

To illustrate where the Company has addressed each of the Council’s recommendations, the following table cross-references
each recommendation with sections of this report. The table does not provide the full text of each recommendation but
rather the topic covered. Details of all of the recommendations can be found on the ASX Corporate Governance Council’s
website at.http://www.asx.com.au/supervision/governance/index.htm

Recommendation

Recommendation 1.1 Functions of the Board and Management

Recommendation 2.1 Independent Directors

Recommendation 2.2 Independent Chairman

Recommendation 2.3 Role of the Chairman and CEO

Recommendation 2.4 Establishment of Nomination Committee

Recommendation 2.5 Reporting on Principle 2

Recommendation 3.1 Directors’ and Key Executives’ Code of Conduct

Recommendation 3.2 Company Security Trading Policy

Recommendation 3.3 Reporting on Principle 3

Recommendation 4.1 Attestations by CEO and CFO

Recommendation 4.2 Establishment of Audit Committee

Recommendation 4.3 Structure of Audit Committee

Recommendation 4.4 Audit Committee Charter

Recommendation 4.5 Reporting on Principle 4

Recommendation 5.1 Policy for Compliance with Continuous Disclosure

Recommendation 5.2 Reporting on Principle 5

Recommendation 6.1 Communications Strategy

Recommendation 6.2 Attendance of Auditor at General Meetings

Recommendation 7.1 Policies on Risk Oversight and Management

Recommendation 7.2 Attestations by CEO and CFO

Recommendation 7.3 Reporting on Principle 72.

Recommendation 8.1 Evaluation of Board, Directors and Key Executives

Recommendation 9.1 Remuneration Policies

Recommendation 9.2 Establishment of Remuneration Committee

Section

1.1

1.2

2.3

1.2, 1.4.6, 2.3.2 and the

Directors’ Report

1.1

1.4.9

1.1 and 1.4.9

1.4.11

2.1

2.1.2

2.1

1.4.4

1.4.8

2.1.3

1.4.11

1.3

1.4.10

2.2.4

2.2

Recommendation 9.3 Executive and Non-Executive Director Remuneration

2.2.4.1 and 2.2.4.2

Recommendation 9.4 Equity-Based Executive Remuneration

Recommendation 9.5 Reporting on Principle 9

Recommendation 10.1 Company Code of Conduct

2.2.4.1

2.2.2 and 2.2.4

a d d i t i o n a l s h a r e h o l d e r i n f o r m a t i o n

C a z a l y R e s o u r c e s L i m i t e d

1.1

Board of Directors

Role of the Board
The Board’s role is to govern the Company rather than to manage it.
in the best interests of the Company as a whole.
accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities
of management in carrying out these delegated duties.

It is the role of senior management to manage the Company in

In governing the Company, the Directors must act

In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board
must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations,
including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of
the Company.

To assist the Board carry our its functions, it has developed a Code of Conduct to guide the Directors, the Chief
Executive Officer, the Chief Financial Officer and other key executives in the performance of their roles.

1.2 Composition of the Board

To add value to the Company the Board has been formed so that it has effective composition, size and commitment to
adequately discharge its responsibilities and duties given its current size and scale of operations. The names of the
Directors and their qualifications and experience are stated in the Directors’ Report along with the term of office held
by each of the Directors. Directors are appointed based on the specific skills required by the Company and on their
decision-making and judgment skills.

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that
Non-Executive Directors can offer. Mr K Hunter is a Non-Executive Director, and is an independent director as he
meets the following criteria for independence adopted by the Company.

An Independent Director is a Non-Executive Director and:
•

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial
shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company or another group
member, or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional adviser or a material consultant to
the Company or another group member. Or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or another group member, or an officer of or otherwise
associated directly or indirectly with a material supplier or customer;
has no material contractual relationship with the Company or other group member other than as a Director of
the Company;
has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be perceived to,
materially interfere with the Director’s ability to act in the best interests of the Company.

•

Mr K Hunter is a Non-Executive Director of the Company and meets the Company’s criteria for independence. His
experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to
remain on the Board.

Mr C Jones is an Executive Director of the Company and does not meet the Company’s criteria for independence.
However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate
for him to remain on the Board.

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Mr N McMahon is an Executive Director of the Company and does not meet the Company’s criteria for independence.
However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate
for him to remain on the Board.

1.3

Responsibilities of the Board
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices,
management and operations of the Company.
It is required to do all things that may be necessary to be done in order
to carry out the objectives of the Company.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include
the following.

•

•
•

•

the development of the Company’s strategic plan.

Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the
Company and guide the conduct of the Board.
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there
are policies in place to govern the operation of the Company.
Overseeing Planning Activities:
Shareholder Liaison: ensuring effective communications with shareholders through an appropriate
communications policy and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance,
control and accountability systems and monitoring and directing the financial and operational performance of the
Company.
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and
other reporting.
Human Resources: appointing, and, where appropriate, removing the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO) as well as reviewing the performance of the CEO and monitoring the performance of
senior management in their implementation of the Company’s strategy.
Ensuring the Health, Safety and Well-Being of Employees:
developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to
ensure the well-being of all employees.
Delegation of Authority: delegating appropriate powers to the CEO to ensure the effective day-to-day
management of the Company and establishing and determining the powers and functions of the Committees of
the Board.

in conjunction with the senior management team,

Full details of the Board’s role and responsibilities are contained in the Board Charter, a copy of which is available for
inspection at the Company’s registered office.

1.4

Board Policies
1.4.1 Conflicts of Interest

Directors must:
disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist
between the interests of the Director and the interests of any other parties in carrying out the activities of the
Company; and

•

if requested by the Board, within seven days or such further period as may be permitted, take such
necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the
Corporations Act, absent himself or herself from the room when discussion and/or voting occurs on
matters about which the conflict relates.

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C a z a l y R e s o u r c e s L i m i t e d

1.4.2 Commitments

Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a
Director of the Company.

1.4.3 Confidentiality

In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company
have agreed to keep confidential, information received in the course of the exercise of their duties and will not
disclose non-public information except where disclosure is authorised or legally mandated.

1.4.4 Continuous Disclosure

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating
disclosure of information to the ASX as well as communicating with the ASX.
Rules the Company immediately notifies the ASX of information:

In accordance with the ASX Listing

•

concerning the Company that a reasonable person would expect to have a material effect on the price or
value of the Company’s securities; and
that would, or would be likely to, influence persons who commonly invest in securities in deciding whether
to acquire or dispose of the Company’s securities.

1.4.5 Education and Induction

It is the policy of the Company that new Directors undergo an induction process in which they are given a full
briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an
induction package and presentations.

Information conveyed to new Directors include:

details of the roles and responsibilities of a Director;
formal policies on Director appointment as well as conduct and contribution expectations;
access to a copy of the Board Charter;
guidelines on how the Board processes function;
details of past, recent and likely future developments relating to the Board;
background information on and contact information for key people in the organisation;
an analysis of the Company;
a synopsis of the current strategic direction of the Company; and
a copy of the Constitution of the Company.

•
•
•
•
•
•
•
•
•
In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo
continual professional development. Specifically, Directors are provided with the resources and training to address
skills gaps where they are identified.

1.4.6 Independent Professional Advice

The Board collectively and each Director has the right to seek independent professional advice at the Company’s
expense, up to specified limits, to assist them to carry out their responsibilities.

1.4.7 Related Party Transactions

Related party transactions include any financial transaction between a Director and the Company. Unless there is
an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related
party transaction, the Board cannot approve the transaction.

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1.4.8 Shareholder Communication

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the
Company is committed to:

•

•
•

communicating effectively with shareholders through releases to the market via ASX, information mailed to
shareholders and the general meetings of the Company;
giving shareholders ready access to balanced and understandable information about the Company and
corporate proposals;
making it easy for shareholders to participate in general meetings of the Company; and
requesting 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 also makes available a telephone number and email address for shareholders to make enquiries of
the Company.

1.4.9 Trading in Company Shares

Due to the size of the Company, the Board does not consider it appropriate to implement a Share Trading Policy.
Rather, it reminds directors, officers and employees of the prohibition in the Corporations Act 2001 concerning
trading in the Company’s securities when in possession of “inside information”.

1.4.10Performance Review/Evaluation

It is the policy of the Board to conduct evaluation of its performance. The evaluation process was introduced via
the Board Charter adopted on 30 June 2005 and will be implemented for the financial year ended 30 June 2006.
The objective of this evaluation will be to provide best practice corporate governance to the Company.

1.4.11Attestations by CEO and CFO

It is the Board’s policy, that the CEO and the CFO make the attestations recommended by the ASX Corporate
Governance Council as to the Company’s financial condition prior to the Board signing the Annual Report.
However, as at the date of this report the Company does not have a designated CEO or CFO. Due to the size
and scale of operations of the Company these roles are performed by the Board as a whole.

Board Committees

2.1 Audit Committee

Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit Committee.
Below is a summary of the role and responsibilities of an Audit Committee.

2.1.1 Role

The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and
overseeing the independence of the external auditors.

As the whole Board only consists of three (3) members, the Company does not have an audit committee
because it would not be a more efficient mechanism than the full Board for focusing the Company on specific
issues and an audit committee cannot be justified based on a cost-benefit analysis. However, in accordance with
the ASX Listing Rules, the Company is moving towards establishing an audit committee consisting primarily of
Independent Directors.

In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities usually
delegated to the audit committee to ensure the integrity of the financial statements of the Company and the
independence of the external auditor.

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C a z a l y R e s o u r c e s L i m i t e d

2.1.2 Responsibilities

The Audit Committee or as at the date of this report the full Board of the Company reviews the audited annual
and half-yearly financial statements and any reports which accompany published financial statements and
recommends their approval to the members.

The Audit Committee or as at the date of this report the full Board of the Company each year reviews the
appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.

The Audit Committee or as at the date of this report the full Board of the Company is also responsible for
establishing policies on risk oversight and management.

2.1.3 Risk Management Policies

The Board’s Charter clearly establishes that it is responsible for ensuring there is a good sound system for
overseeing and managing risk. Due to the size and scale of operations, risk management issues are considered
by the Board as a whole. On 28 September 2006 Mr Nathan McMahon (Managing Director) and Mr Kent
Hunter (Company Secretary) provided the Board with written assurance that the financial statements are
founded on a sound system of risk management and internal compliance.Their statement assured the Board that
the risk management and internal compliance and control system is operating efficiently and effectively in all
material respects.

2.2

Remuneration Committee
2.2.1 Role

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of
establishing appropriate remuneration levels and incentive policies for employees.

As the whole Board only consists of three (3) members, the Company does not have a remuneration committee
because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.

2.2.2 Responsibilities

The responsibilities of a Remuneration Committee, or the full Board include setting policies for senior officers’
remuneration, setting the terms and conditions of employment for the Chief Executive Officer, reviewing and
making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements,
reviewing the remuneration of both Executive and Non-Executive Directors and making recommendations on any
proposed changes and undertaking reviews of the Chief Executive Officer’s performance, including, setting with
the Chief Executive Officer goals and reviewing progress in achieving those goals.

2.2.3 Remuneration Policy

Directors’ Remuneration was approved by resolution of the Board on 8 September 2003.

2.2.3.1 Senior Executive Remuneration Policy

The Company is committed to remunerating its senior executives in a manner that is market-competitive
and consistent with best practice as well as supporting the interests of shareholders. Consequently,
under the Senior Executive Remuneration Policy the remuneration of senior executive may be comprised
of the following:

•

•
•

fixed salary that is determined from a review of the market and reflects core performance
requirements and expectations;
a performance bonus designed to reward actual achievement by the individual of performance
objectives and for materially improved Company performance;
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.

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By remunerating senior executives through performance and long-term incentive plans in addition to their
fixed remuneration the Company aims to align the interests of senior executives with those of shareholders
and increase Company performance. During the year there were no Non-Director Executives.

The value of shares and options were they to be granted to senior executives would be calculated using
the Black and Scholes method.

The objective behind using this remuneration structure is to drive improved Company performance and
thereby increase shareholder value as well as aligning the interests of executives and shareholders.

The Board may use its discretion with respect to the payment of bonuses, stock options and other
incentive payments.

2.2.3.2 Non-Executive Director Remuneration Policy

Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by
shareholders for the remuneration of Non-Executive Directors. Non-Executive Directors do not receive
performance based bonuses and do not participate in equity schemes of the Company.

Non-Executive Directors are entitled to but not necessarily paid statutory superannuation.

2.2.4 Current Director Remuneration

Full details regarding the remuneration of Directors, is included in the Directors’ Report.

2.3 Nomination Committee

2.3.1 Role

The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by
ensuring an appropriate mix of skills are present in Directors on the Board at all times.

As the whole Board only consists of three (3) members, the Company does not have a nomination
committee because it would not be a more efficient mechanism than the full Board for focusing the Company
on specific issues.

2.3.2 Responsibilities

The responsibilities of a Nomination Committee would include devising criteria for Board membership,
regularly reviewing the need for various skills and experience on the Board and identifying specific individuals
for nomination as Directors for review by the Board. The Nomination Committee would also oversee
management succession plans including the CEO and his/her direct reports and evaluate the Board’s
performance and make recommendations for the appointment and removal of Directors. Currently the Board
as a whole performs this role.

2.3.3 Criteria for selection of Directors

Directors are appointed based on the specific governance skills required by the Company. Given the size of the
Company and the business that it operates, the Company aims at all times to have at least one Director with
experience appropriate to the Company’s target market.
personal experience in accounting and financial management and Director-level business experience.

In addition, Directors should have the relevant blend of

Company Code Of Conduct

The Board has decided against the implementation of a code of conduct as it does not believe that it is in the best
interests of its employees or other stakeholders to have what purports to be an exhaustive code of conduct.The Board
feels that such a code may be too prescriptive and not allow the employees the discretion they need to best serve the
Company’s stakeholders.

S c h e d u l e o f m i n e r a l t e n e m e n t s

C a z a l y R e s o u r c e s L i m i t e d

SCHEDULE OF MINERAL TENEMENTS
AS AT 28 SEPTEMBER 2006

PROJECT

Gasgoyne Uranium

TENEMENTS

2ELA’s – 20%

Plonky Well

Jillewarra

Sylvania

Albion Downs

Yerilla

Coolgardie

Warda Warra

Bounty

Broads Dam.

1ELA

2 EL’s

2ELA’s

1ELA, 1PLA

10PLA’s, 1ELA

1ELA

8PLA’s

1ELA

7PLA’s

West Kalgoorlie

79P’s, 30PLA’s, 2EL’s,

2L’s, 23M’s, 17MLA’s

PROJECTS

TENEMENT

Kunanalling – Placer JV

15M’s, 13MLA’s, 9P’s, 2PLA’s

Kunanalling 100%

1ELA, 1EL, 2M’s, 50PLA’s

Kunan - Northlander

1M, 9MLA’s, 17P’s, 2PLA’s

Lynas Find

Merolia

Mt. Howe

Mt.Vetters JV

Mt. White

Mt. Clifford

Ora Banda

4PLA’s

1EL, 2ELA’s, 3P’s.

1ELA

1EL, 3P’s, 3PLA’s

2ELA’s

1ELA, 2P’s, 1PLA

10PLA’s

Kununalling 100%

3EL’s, 2M’s, 20P’s, 42PLA’s

Quartz Circle JV

1EL, 7P’s

Bonnie Vale

Austin Downs

1ELA

Quartz Circle 100%

1ELA, 2PLA’s – 20%

Yerilla

1ELA

Notes:EL =

Granted Elexploration Licence

MLA = Mining Lease Application

M =

P =

Granted Mining Lease

ELA=

Exploration Licence Application

Granted Prospecting Licence

PLA = All tenements are 100% owned unless detailed

in Notes 20 of the Joint Venue Summary.

First Floor, 22 Oxford Close

West Leederville WA 6007

Telephone: (08) 9380 4600

Facsmilie: (08) 9381 5911

ABN: 23 101 049 334

A n n u a l R e p o r t o6

www.cazalyresources.com.au

F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 6