GEOPACIFIC RESOURCES NL
ACN 003 208 393 & controlled entities
ASX code; GPR
Annual Report
for the year ended 31 December 2008
1
CONTENTS
Corporate Directory
Review of Operations
Letter from the Chairman
Highlights
Project Review
Directors Report
Lead Auditor’s Independence Declaration Under Section 307C of the
Corporations Act 2001
Independent Auditors' Report
Directors' Declaration
Financial Report
Income Statements
Balance Sheets
Statements of Changes in Equity
Cash Flow Statements
Notes to the Financial Statements
Corporate Governance Statement
ASX Information
Schedule of Tenements
2
Page
1
3
6
8
20
44
45
47
48
49
50
51
52
87
88
91
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
GEOPACIFIC RESOURCES NL
(a public, listed Company incorporated in New South Wales in 1986) ACN 003 208 393
Directors in Office
(as at the date of this
Report)
R J Fountain, Chairman
I J Pringle, Managing Director
W A Brook, Executive Director
I N A Simpson, Non-Executive Director
R H Probert, Non-Executive Director
C K McCabe (Alternate Director to Mr I N A Simpson)
Registered Office
556 Crown Street, Surry Hills, NSW 2010, Australia
Postal Address
P.O. Box 477, Surry Hills, NSW 2010
Phone: 61 2 9699 7311, Fax: 61 2 9699 7322
E-mail: ianp@geopacific.com.au
Company Secretary
Mr Grahame Clegg
Auditor
Bankers
K.S. Black & Co., Suite 2404, Level 24 MLC Centre,
19-21 Martin Place, Sydney, NSW, 2000, Australia
Westpac Banking Corporation, 50 Pitt Street, Sydney, NSW
GEOPACIFIC LIMITED
(a private Company incorporated in Fiji in 1980)
Directors
Fiji Operations Office
Company Secretary
R H Probert (Chairman)
W A Brook (Managing Director)
I J Pringle
I N A Simpson
HLB House, Lot 3, Cruikshank Road, Nasoso, Nadi, Fiji
Tel: 679 6 727150 Fax: 679 6 727152
All mail to: P O Box 9975, Nadi Airport, Fiji
E-mail: gpl@connect.com.fj
W A Brook, P. O. Box 9975, Nadi Airport, Fiji
Tel: 679 6 727150 Fax: 679 6 727152
E-mail: gpl@connect.com.fj
Registered Office
HLB House, Lot 3, Cruikshank Road, Nasoso, Nadi, Fiji
Auditor
Banker
Ernst & Young, Suva, Fiji
Westpac Banking Corporation, Main Street, Nadi, Fiji
1
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
BETA LIMITED
(a private company incorporated in Fiji)
Directors
Company Secretary
W A Brook
I J Pringle
I N A Simpson
W A Brook, P.O. Box 9975, Nadi Airport, Fiji
Tel: 679 6 727150 Fax: 679 6 727152
E-mail: gpl@connect.com.fj
Registered Office
HLB House, Lot 3, Cruikshank Road, Nasoso, Nadi, Fiji
Auditor
Ernst & Young, Suva, Fiji
MILLENNIUM MINING (FIJI) LIMITED
(a private company incorporated in Fiji)
Directors
Company Secretary
W A Brook (Appointed 3 June 2008)
I J Pringle (Appointed 3 June 2008)
I N A Simpson (Appointed 3 June 2008)
R H Probert (Appointed 3 June 2008)
I N A Simpson, P.O. Box 9975, Nadi Airport, Fiji
Tel: 679 6 727150 Fax: 679 6 727152
E-mail: gpl@connect.com.fj
Registered Office
HLB House, Lot 3, Cruikshank Road, Nasoso, Nadi, Fiji
Auditor
Ernst & Young, Suva, Fiji
2
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Letter from the Chairman
Dear Shareholders
During 2008 Geopacific completed two years since listing on the ASX (9 May 2006, trading code GPR)
and the results from the Company’s exploration during the year have been highly encouraging.
The Company’s objective to become a successful and profitable mining company was advanced with
exploration successes at several projects. Using state of the art exploration, geology mapping,
geochemical sampling and diamond core drill testing within the Company’s tenements our exploration
team led by Managing Director, Dr Ian Pringle has located several deposits of high-grade gold
mineralisation. In particular, ‘bonanza’ gold grades were identified in surface gossans in the NE Gossan
area of the Faddy’s Gold Deposit where high grades of near-surface and coarse-grained visible gold may
be amenable to fast-track development using gravity separation of the gold through a small transportable
gold plant. This could provide Geopacific with cash flow and technology to enable development of a
pipeline of small gold mines in Fiji.
Early Success
Drill testing of a several gold and base metal targets met with spectacular success at the Faddy’s NE
Gossan area where surface, gold mineralisation has dimensions of about 150 metres along strike, up to 50
metres wide and is open at depth (>200 metres). This discovery has considerably enhanced the economic
viability of an open cut gold mine at the Faddy’s Gold Deposit (“Faddy’s”). Since mid-2008 drilling and
trenching at Faddy’s has found:
Trench samples of gossan outcrop at the NE Gossan Zone with up to 233g/t Au (7.5 ounces/t
Au) in 1m channel samples and these occur within a 28m wide zone averaging 9.71g/t Au.
Other outcrop channel samples with high-grade and visible gold include; 2m of 37.5g/t Au, 1m
of 19.4g/t Au and 1m of 66g/t Au.
Surface trenches within gossan show wide envelopes of low-grade oxidised gold mineralisation
including 54m of 1.26g/t Au.
Drill results of near-surface gossan at Faddy’s include ‘bonanza’ high-grade visible coarse gold
ranging up to 138.3g/t gold (4.46oz/t Au).
Deeper drilling beneath the gossan show the high gold grades extend to depth. Drill intervals
include 20.5m from 73m of 4.27g/t Au with 0.5m of 73.2g/t Au.
Fast track to Gold Production
Geopacific is currently undertaking metallurgical testwork on the Faddy’s gossan to define processing
parameters for the high-grade oxide mineralization and this will form part of a scoping study for an open
cut mining operation that will be capable of fully exploiting the high grades and coarse grain size of the
gold in the deposit.
Geopacific is investigating the use of a small mobile processing plant which could provide the backbone
for a pipeline of production options which may lead to a flow-on development of several of Geopacific’s
other oxidized and high-grade gold deposits. By using conventional gravity processing techniques the
development and operating costs to produce a gold concentrate are expected to be low. Fast-track to gold
production will also allow Geopacific to take advantage of the current high gold price (in mid March gold
price was USD955/ounce or FJD1,700/ounce) and this will be assisted by the ongoing support from the
Fiji Government and the local community.
3
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Previous work at Faddy’s by Climax Mining Ltd in 1991 estimated an Inferred Resource of 920,000
tonnes @ 4.9g/t Au (144,000 ounces). This mineralisation is open along trend and at depth and has been
underestimated by poor sample recovery and the nuggetty nature of some of the gold. Geopacific’s
discovery of coarse, visible gold in surface gossan overlies, and is additional to this sulphide resource.
Cash flow produced from an expedient open cut development of the high-grade gold in the gossan may
lead into follow-on mining of the deeper sulphide mineralisation.
The location of Faddy’s is excellent. Negligible current land use, sealed and gravel roads, bridges and
proximity to Nadi town (15 kilometres) enables year-round access. There is ample fresh water and
electrical power and nearby Nadi contains infrastructure and services which would be helpful support for
mining.
Other Projects (Figure 1)
Geopacific’s projects include a spectrum of deposit types ranging from small, high-grade gold deposits in
weathered and oxidised surface zones such as the Location 13 and Mongoose Pit (Vuda) through
epithermal type gold deposits such as 4300E, Tataiya and Qalau Prospects (RakiRaki), shear-hosted gold-
base metal deposits (Faddy’s deeper sulphide zone, FSM Prospect), through to larger skarn gold–base
metal targets such as Wailoaloa (Nuku), Tau (Nabila) and very large, low-grade porphyry-copper-gold
deposits such as the Togo Prospect (Nadi South) .
At the Nabila Project (100% Geopacific) Geopacific plans to investigate the fast-track mine development
of gold in gossan at the Faddy’s Gold Deposit with the intention to provide cash flow for further
exploration, project advancement and company growth. Tau, FSM, Mistry and several other prospects in
Nabila each has the potential to host an economic gold or base metal deposit.
The Vuda and Vuda Sabeto Projects (Geopacific option to purchase 80% and 100% respectively) include
a large alteration system with numerous gold showings. Although subject to significant past exploration and
drilling, the property has immediate targets of high-grade gold veins at the Natalau, Ista’s, Location 13,
Mongoose Pit and Teitei Prospects. Many areas have coarse gold in soils and weathered surface rock and
several have been trench sampled during 2008 with very positive results. These could provide small, high-
grade gold deposits to supplement any future operation at Faddy’s.
Raki Raki (Geopacific 50% and Manager) contains a range of epithermal gold targets within large
alteration areas and gold anomalous zones in a caldera setting analogous to the Vatukoula Gold Mine
(>7.5m ounces Au) which is located 35 kilometres to the southwest. Geopacific drill testing has identified
high-grade, near-surface gold at the Qalau, 4300E and the Tataiya Prospects and each of these has potential
to host a large world-class gold deposit.
At Nuku (100% Geopacific) Geopacific has gold and base metal surface anomalies and drill intersections in
a complex skarn environment with potential for several small to moderate tonnage gold and base metal
deposits. Recent work has shown that the skarn deposits surround a porphyry Cu alteration system which
has yet to be evaluated.
Nadi South (100% Geopacific) contains under-explored, outcropping porphyry style copper-gold
mineralisation (Togo Porphyry Cu-Au Prospect) extending under younger cover, as well as peripheral
epithermal style gold prospects (Red Hills, Tokara Vein) which have substantial anomalous gold values in
surface outcrop.
Operating in Fiji
The prospectivity of Fiji for world class mineral deposits is underpinned by the Vatukoula Gold Mine which
has seen almost continuous gold production since 1935 and total production plus reserves in excess of 7.5
million ounces of gold. In addition, the large but as yet undeveloped, Namosi porphyry copper (and gold)
deposit is a world class deposit which is currently being assessed by Newcrest Mines Ltd. Despite this
4
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
strong endowment, there has been only limited exploration activity in Fiji during the last decade, with
uncertainties relating to political events in the country serving to limit the ability of companies, including
Geopacific, to raise operating capital.
The Interim Government has a policy of encouragement and support for new mining investment and is
likely to provide numerous incentives to allow development to proceed without undue delay. Fiji’s excellent
infrastructure, experienced workforce and low labour costs will be an advantage.
It is with tremendous satisfaction for me to report that Geopacific’s experienced and committed
exploration team has made such excellent progress towards your Company’s goal of locating and
developing mineral deposits in Fiji.
During the year Geopacific has also continued with its awareness of its social and environmental
obligations and will continue to uphold very high standards in these areas.
I applaud the hard work of all the Geopacific team members during 2008 and look forward to 2009 as a
year in which Geopacific steps towards becoming a gold producer at Faddy’s and continues to make new
mineral discoveries.
On behalf of the Board of Directors I would like to thank shareholders for their support in what has been
a very exciting and successful year for Geopacific.
Russell Fountain
Chairman
5
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Highlights
Nabila Project
Completion of the purchase of Millennium Mining (Fiji) Ltd, owner of the Faddy’s epithermal-
type gold deposit (‘Faddy’s’), where an Inferred Resource of 920,000t @ 4.9g/t Au (144,000
ounces of contained gold) was reported by Climax Mining Ltd in 1991.
Drill results of near-surface gossan at Faddy’s include ‘bonanza’ high-grade gold ranging up to
138.3g/t gold (4.46 ounces/t Au).
Deeper drilling along the same section show this zone to extend at depth. Drill intervals include
20.5m from 73m of 4.27g/t Au with 0.5m of 73.2g/t Au.
Trench samples of gossan outcrop at the NE Gossan Zone at Faddy’s range up to 233g/t Au (7.5
ounces/t Au) in 1m channel samples and these occur within a 28m wide zone averaging 9.71g/t
Au.
Other outcrops at the NE Gossan Zone include channel samples with high-grade gold:
• 2m of 37.5g/t Au
• 1m of 19.4g/t Au
• 1m of 66g/t Au
Surface trenches within gossan show wide envelopes of low-grade oxidised gold mineralisation
including 54m of 1.26g/t Au.
Raki Raki Project
Soil auger samples collected from the Block C area of the Qalau grid range up to 6.6g/t Au and
define a north trending zone over 100 metres long.
A new western vein was defined at the Tataiya Prospect where gold in soil auger samples range
up to 2.1g/t Au over a strike length of 400 metres and high gold content (up to 64g/t Au) was
returned for quartz vein fragments in soils.
Vuda Project
High surface gold values were recorded in trench samples at Location 13 where channel
composites include; 5m of 3.50g/t Au, 4m of 4.68g/t Au, 6m of 3.80g/t Au, 4m of 3.27 g/t Au
and 4m of 2.40g/t Au. Rock chip samples at Location 13 range to 52g/t Au.
At the Sabeta Gold Prospect stream sediment sampling identified an area of over 1 square
kilometre with anomalous gold in stream sediment samples ranging up to 218 ppb Au.
At the Mongoose Prospect deep trenching and sampling was undertaken across an area of high
gold in soils.
6
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Nadi South Project
Negotiations with other parties to fund joint venture activities.
Nuku Project
At the Wailoaloa Prospect drill results show a trend of increasing thickness and grade of copper
mineralisation beneath a copper depleted surface zone with excellent potential for a significant
copper-gold-zinc sulphide deposit.
Corporate
Placements totalling FJD$600,000 were approved by Shareholders and these funds were put
towards exploration for near-surface gold at the Faddy’s Gold Deposit.
AUS$145,000, raised under Geopacific’s Shareholder Purchase Plan, was used for working
capital and to progress exploration activities.
7
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Project Review
Nabila Project
SPL1216 - 100% Millennium Mining (Fiji) Ltd (subsidiary of GPR)
SPL1415 - 100% Millennium Mining (Fiji) Ltd (subsidiary of GPR)
During 2008 Geopacific identified the NE Gossan area of near-surface, high-grade gold with dimensions
of over 100 metres along strike and more than 120 metres down dip. This discovery has considerably
enhanced the economic viability of an open cut gold mine at the Faddy’s Gold Deposit (“Faddy’s”) for
which an Inferred Resource of 920,000t of 4.9g/t gold (144,000 ounces of contained gold) was estimated
prior to Geopacific’s work.
In the next few weeks Geopacific plans to undertake metallurgical testwork to evaluate the processing
parameters for high-grade oxide mineralization and this will form part of a scoping study for a small,
open cut mining operation that would be capable of fully exploiting the bonanza potential of the Faddy’s
deposit.
The location of Faddy’s is excellent (Figure 1). Sealed and gravel roads, bridges and proximity to Nadi
township enables year-round access. There is ample fresh water and electrical power and the nearby
regional centre of Nadi contains infrastructure and services which would be helpful support for future
mining operations.
Drilling
Geopacific has completed 29 diamond drill holes at the north eastern portion of Faddy’s (Figure 2, Table
1). Numerous trenches and surface rock chip samples within outcropping gossan above the drilled area
were also mapped and sampled for gold (Table 2).
Gold mineralisation occurs within a zone of quartz-pyrite-sericite altered dolerite which dips towards the
west (Figure 3). High gold values occur in vuggy quartz veins and silicified, pyritic dolerite which has
trace galena and sphalerite mineralisation.
Exploration Drilling Services Pty Ltd undertook the drill programme. Uncut HQ3 size drill core was
sampled (0.5m intervals) and logged over portions of visible mineralisation in FAD001-20 and sawn core
(halved) was collected over 1m intervals for FAD021-28. For drill holes FAD001-20 core recovery was
close to 100% as care was taken to reduce sample loss of mineralised intervals during core handling by
sampling the triple tube whole core directly into PVC casing prior logging and collection into plastic
bags. The drill core samples were crushed, split, pulverised and assayed for gold by fire assay techniques
at Vatukoula Gold Mines Ltd analytical facility. Two-three separate assays were undertaken on all
samples reporting over 0.5g/t Au and standard reference samples were included.
Intervals of vuggy quartz veins, breccia, silicified, pyritic or oxidised goerthitic dolerite and volcanic
sediments (with trace galena and sphalerite mineralisation) occur in all of the holes. Assay results are
summarised in Table 1 together with location data.
Assay data returned from drill hole FAD001 contains 73–93.5m (20.5 metres) of 4.27g/t Au (including 80.5
– 81.0m of 73.2g/t Au). Shallow, up dip intersections of near-surface oxide mineralisation in hole FAD019
contain bonanza grade gold grades of 2 metres of 90.0g/t Au between 12-14m within a 9m thick zone of
21g/t Au between 5-14 metres down hole (Figure 3).
8
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
High-grade diamond drill core intervals include:
• 0.5m of 73.2g/t Au between 80.5-81m in FAD001
• 0.5m of 17.25g/t Au between 65-65.5m in FAD002
• 0.5m 16.33g/t Au between 16-16.5m in FAD008
• 0.5m of 28.33g/t Au between 32-32.5m in FAD012
• 2m of 90.0g/t Au between 12-14m in drill hole FAD019, including 0.5m of 138.3g/t Au
Sampling of the bonanza grade interval in diamond hole FAD019 (12-14m of 90.0g/t gold) was by selection
of whole, HQ size, triple tube drill core over 0.5m intervals. Three replicate assays were undertaken on two
separate splits of pulp sample on each 0.5m sampled interval (Table 3) and the reported gold values are the
averaged data of each of the six assays on individual 0.5m samples. Repeated assays are within expected
variability for this type of deposit.
Trenching
Twenty two trenches (FT1-FT22) were prepared by backhoe across outcropping gossan which represents the
weathered surface outcrop of the deeper sulphide mineralised intersections of drill holes FAD001 and
FAD002 and mapping and channel sampling of these was completed (Figure 2, Table 2). Although previous
surface sampling of outcropping gossan has been limited (rock chip samples with over 14g/t Au were
reported during exploration by other companies), the Geopacific trench sampling is the first detailed
geochemical assessment of the oxidised and mineralised gossanous outcrops which can be traced along strike
for several hundred metres. A typical trench (FT1) is shown as the front cover of this report.
Channel samples were collected along 0.5 -1.0 metre intervals by preparing 15cm wide, 3-4cm deep
sampling cuts. For high grade mineralised zones both walls of the trenches were sampled by horizontal
sampling cuts and vertical sample cuts were collected to define shallow dipping structures
Channel sampling of trenches located across the outcropping gossanous zone (Figure 2) was undertaken to
determine the surface expression of the mineralisation where it occurs as oxidised, gossanous and iron-rich
weathered outcrops. Assay results are summarised in Table 2 together with location data for the trench
samples.
High-grade channel samples include;
• 1m of 66g/t Au at 10m in trench FT1
• 1m of 14.1g/t Au between 2-3m in FT1
• 0.8m of 24.7g/t Au between 14.1-14.9m in FT2
• 4m of 71g/t Au at the northern end of trench FT2,
including 1m of 233g/t Au
• 1m of 14.6g/t Au at 12.5m in FT8
• 1m of 15.2g/t Au between 9-10m in FT10
• 1m at 19.4g/t Au between 2-3m in road cut A
• 2m of 37.5g/t Au between 0-2m in road cut B
• 1m of 10.7g/t Au between 3-4m in road cut C
9
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Assays of core and channel samples from many of the new drill holes and trenches are in queue for assay
and further anomalous gold values are expected to be returned during the first quarter of 2009. In addition to
gold, silver and base metal assay data for some of the mineralisation will also be determined. Resources
estimation of the high-grade, near-surface oxide mineralisation at NE Gossan is planned.
Other Nabila Prospects
In addition to Faddy’s other prospects within the Nabila Project host base metal skarn and epithermal gold
mineralisation. Exploration results reported by other Companies include assays up to 25.0% Zn and 5.60%
Cu in surface rock samples and widespread mineralised float rock at the Tau and Kavukavu Prospects as
well as many other anomalies within SPL1415.
10
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Table 1. Drill Hole Summary, Faddy’s Gold Deposit.
Drill hole summary
Drill core assay summary #3
drill hole
coordinates (local grid,
magnetic)
northing
easting
hole
azimuth
(grid)
hole dip
(degrees)
hole
depth
(m)
down-hole #1
from (m)
to
(m)
interval
(meters)
gold
(g/t)
(#2)
FAD001
5150
3500
330
85
202.3
73
93.5
20.5
4.27
FAD002
5150
3500
150
60
122.2
48.5
incl #4
incl #4
incl #4
FAD003
FAD004
FAD005
FAD006
FAD007
FAD008
5165
5165
5150
5150
5150
5150
3580
3580
3660
3660
3620
3620
150
150
150
FAD009
5130
3540
FAD010
FAD011
5130
5135
3560
3580
FAD012
5100
3500
FAD013
5130
3520
FAD014
5130
3580
FAD015
FAD016
5100
5100
3560
3540
FAD017
FAD017A
5100
5100
3520
3520
45
90
45
90
45
90
90
90
90
90
90
90
90
90
90
90
incl #4
77.5
82.5
80
80.5
80.5
81
92
56.5
8
52
68.5
5.5
92
49
65
65.5
0.5
27
25
27
1.5
2
3
17.5
3.5
16
16.5
0.5
all < 1g/t Au
24
all < 1g/t Au
63
25.5
23
14
18
26.5
incl
incl #4
35.2
69.8
39.2
50
42.2
40.5
incl #4
63.9
incl
26.5
65.4
70
incl
65
incl #4
75.9
50.4
incl
40
45.9
incl
incl
incl
17.4
45.9
5
32
0
3
7.5
34
45
22
5
25
31
44
13
34
0
0
0
18.5
0
13.5
17.5
25
37
29.5
53.5
23
18
6
27
35
32.5
47.5
14
36
15
2
2
7
9.5
8.5
1
13
2
4
3.5
1
2
15
2
11.5
11.5
5
8.5
35
16.5
35
10
15
19
10
1.5
1.5
5
1
3
3
1
0.5
0.5
12.25
24.33
73.20
9.32
2.09
3.58
2.29
17.25
3.18
1.09
0.90
3.19
16.33
2.00
1.10
2.24
0.74
2.18
1.64
6.00
1.08
6.85
0.5
28.33
2
2
1
1
3.59
3.67
5.35
0.54
1.75
2.46
3.95
10.17
9.90
1.81
10.28
#5
1.40
1.56
1.24
FAD018
5035
3520
90
20.4
all < 1g/t Au
11
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Continued….Table 1. Drill Hole Summary, Faddy’s Gold Deposit.
FAD019
5084
3493
90
FAD020
FAD021
5123
5084
3466
3502
150
FAD022
5084
3495
150
60
90
45
#1 Down-hole depths/intervals may not be true thicknesses.
36.4
incl
incl #4
incl #4
incl #4
incl #4
60
25
incl
37.2
5
14
9
21.0
12
12
12.5
13
13.5
14
12.5
13
13.5
14
2
90.0
89.5
94.3
138.3
37.8
0.5
0.5
0.5
0.5
all < 1g/t Au
0
0
12
12
7
11
9
9
1.63
4
3.02
1.43
#2 Assays from selected core intersections only. Assays of some intervals are yet to be received and average values and mineralised intervals will
change for each hole when these are at hand.
#3 Fire assays completed on drill core at Vatukoula Gold analytical laboratory (Fiji). All results >0.5g/t Au have been re-assayed. Internal and
external controls including standard reference material have been analysed.
#4 Averages of samples of each 0.5m interval of whole drill core. Each was assayed in triplicate.
#5 Assays not yet received.
Table 2. Trench Summary, Faddy’s Gold Deposit.
Trench summary
Channel sample assay summary
Trench
number
start coordinates (local
grid, magnetic)
end coordinates (local grid,
magnetic)
northing
easting
northing
easting
FT01
5035
3545
5095
3525
FT02
5045
3520
5085
3520
FT03
5097
3580
5120
3580
trench
length
(m)
length
from
(m)
to (m)
composite
interval (#1)
gold
(g/t)
#3
61
incl
incl
incl
incl
41
incl
incl
incl
incl
23
incl
2
7
26
30
47
10
3
61
33
31
53
10
9.75
10.05
0
12
13
23
15
41
14.1
14.9
28
28
0
13
32
29
22
14
1
54
7
1
6
1(V)
0.3
23(V)
3(V)
28
0.8
4
1
22
1
14.1
1.26
2.81
9.41
2.98
66.0
48.0
0.80
3.23
9.71
24.7
71.2
233.3
1.00
7.06
12
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Continued….Table 2. Trench Summary, Faddy’s Gold Deposit.
FT04
FT05
FT06
FT07
FT08
FT09
FT10
FT11
FT12
FT13
FT14
FT15
FT16
FT19
FT21
FT22
roadcut A
5110
5110
5072
5040
4995
4991
5100
5072
5085
5032
5057
5056
5065
5052
5075
5066
5072
3600
3640
3492
3440
3517
3540
3550
3563
3548
3589
3588
3603
3530
3488
3453
3440
3500
5133
5126
5078
5042
4976
4985
5070
5050
5052
5025
5051
5048
5056
5040
5060
5060
5080
3600
3640
3491
3444
3516
3542
3575
3560
3552
3570
3588
3600
3532
3480
3459
3442
3499
roadcut B
5075
3478
5070
3473
roadcut C
5038
3551
5034
3548
23
17
6
incl
6
16
6
31
incl
incl
east wall
22
34
incl
18
6
8
9
12
15
7
8
incl
incl
8
incl
4
1.5
1.5
12.5
12.1
5.5
2.5
12.5
13.3
3
0
0
10
9
3
10
30
0
0
0
1
2
0
0
3
3
30
11
11
10
9
34
32
4
6
8
4
3
8
2
4
#2
#2
4.22
8.89
#2
14.6
8.60
3.46
1.50
3.05
12.4
15.2
4.44
1.66
8.34
#4
1.53
0.47
#4
#4
#4
#4
3.44
8.06
19.4
10.1
37.5
10.7
4
1
1(V)
1.2
1(V)
30
11
1
1
6
24
2
4
6
8
3
1
8
2
1
#1 Samples collected along horizontal intervals (1m) along base of wall of trench. V denotes samples collected by vertical channel sampling at 1m
spacing.
#2 Assay results all less than 0.5g/t Au.
#3 Fire assays completed at Vatukoula Gold analytical laboratory (Fiji). All results >0.5g/t Au have been re-assayed.
#4 Assays not yet received.
Table 3. Assay data for drill core samples of the ‘bonanza’ gold zone in FAD019.
from
to
metres
metres
12.00
12.50
13.00
13.50
12.50
13.00
13.50
14.00
sample
number
14527
14528
14529
14530
Replicate assays on split #1
Replicate assays on split #2
average
grams per ton gold
91.5
94.0
140.0
38.0
92.5
96.0
143.0
38.5
93.0
96.0
143.0
38.5
90.5
93.5
127.0
37.0
78.5
91.5
139.0
37.0
91.0
95.0
138.0
37.5
89.5
94.3
138.3
37.8
13
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Vuda Project
SPL1368 Geopacific Ltd (subsidiary of GPR)
has an option to purchase 80%
SPL1361 Geopacific Ltd (subsidiary of GPR)
has an option to purchase 100%
Exploration at Vuda during 2008 focused on surface gold-in-soil anomalies which have potential to host
small, high-grade gold deposits to provide oxidized ore which can be developed using a simple gravity
circuit to produce a gold concentrate. Three areas were explored (Location 13, Mongoose Pit, Sabeto) and
each showed excellent prospects for a significant surface gold resource.
Location 13 Prospect
Mapping and sampling at the Location 13 Prospect has defined gold mineralized soils and weathered outcrop
within an area covering 250mx150m (Figure ….). Remnants of gold prospecting during the early 1900’s
occur in the east of Location 13 where a shallow collapsed adit and small prospecting pits were located and
exploration by other companies has identified a substantial gold anomaly. In the east of the Location 13
Prospect Freeport Mining Ltd completed drill hole RC48 in 1982 and reported an intersection 9m of 13g/t
Au from surface. Soil auger drilling by Freeport included gold in soil values ranging to 11g/t Au.
Mapping and sampling by Geopacific in early 2008 defined high gold grades distributed in soil (up to 3.64g/t
Au) and rock chip samples (up to 52g/t Au) throughout Location 13. Wide variability of repeated assays on
many of these samples indicated that the gold is generally coarse and nuggetty.
Mapping and trench sampling in the western part of Location 13 defined NNE oriented mineralised zones
which trend along strike for over 100m and appear to intersect in the SW portion of the prospect (Figure ….).
This mineralisation was defined at surface by seven trenches and pits (T1W-T7W). Strongly weathered and
clay altered rock within each trench was channel sampled (horizontal and some vertical samples) and gold
assays were determined.
Significant gold intersections include:
Trenches;
Pit;
T1W 5m of 3.50g/t Au (vertical channel sampling)
T2W 4m of 2.40g/t Au
T5W 6m of 3.80g/t Au
T6W 4m of 3.27g/t Au
T7W 4m of 4.68g/t Au
northern pit, 0.90m vertical interval of 3.63g/t Au
Drilling undertaken during previous exploration by other companies failed to define the NNE-trending,
steeply dipping mineralised structures as many previous drill holes were vertical. Exceptions include RC35,
located near the south end of the western mineralised trend, which intersected 3m of 4.2g/t Au and drill hole
DDR13/5 which was drilled beneath a surface gold anomaly along the eastern trend and which intersected
6m of 4.0g/t Au close to Geopacific’s trench T2W.
Mongoose Pit Prospect
At the Mongoose Pit Prospect Geopacific completed three trenches (T1, T2 and T3) across a 20-30m wide,
north trending anomaly (Figure …) where previous exploration in 1981 by Nullarbor Holdings Pty Ltd
(‘Nullarbor’) first reported abundant gold in panned surface soil samples and thin veinlets of very high grade
gold-zinc-lead-copper mineralisation.
14
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Twelve auger drill holes undertaken by Nullarbor intersected gold mineralisation in soils with gold
mineralised intervals including; 4m (0-4m) of 17.7g/t Au in auger hole #6 and 4m (0-4m) of 12.7g/t Au and
1.5m (4-5.5m) of 16.2g/t Au in auger hole #12. A summary of the Nullarbor assay data is given in Figure
…..
A prospecting pit dug by Nullarbor (Mongoose Pit) close to auger hole #6 contained thin (<2mm wide)
veinlets of sphalerite, galena and trace chalcopyrite with very high gold assays (up to 330g/t Au), 32% Zn,
10% Pb, 1.35% Cu and anomalous silver (75g/t Ag). The mineralised host rock was described as a phyllic
altered shonshonite within a fault zone.
Volcanic rock exposed in the Geopacific trenches is strongly weathered and fractured. Near the Mongoose
pit area of T2 mapping has identified a structural zone which dips towards the east at 60 degrees and this is
most likely the structure which hosts the thin high-grade veinlets collected by Nullarbor in the Mongoose
Pit. Near the eastern end of T3 a second structure has been recognised (E1 lode on Figure …) and this
corresponds to a mineralised outcrop (1.9g/t Au) reported by Nullarbor. The E1 lode area also has traces of
gold in surrounding panned soil samples and E1 may represent a separate parallel structure to the fault
identified at Mongoose pit. At the southern end of the soil gold anomaly transported talus debris is
widespread and covers insitu soil and bedrock. Deeper auger drilling will be required to determine if the
soil gold anomaly extends to the south.
Planned follow-up during 2009 includes extension of the soil auger drilling coverage and trenching along
the trend of the mineralised structures as well as deeper drill testing to establish the depth extent of the high
grade surface samples.
15
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Sabeto Gold Prospect
Stream sediment sampling at the Sabeta Gold Prospect has identified an area of over 1 square kilometre
which is shedding gold into streams (Figure …) and near the centre of the anomalous area the gold content
of stream sediment samples ranges up to 218 ppb Au. The gold anomaly consists of soil covered, forested
or grassy ridges and outcrop is rare. Some rock chip samples collected from transported boulders in the
creeks draining the anomaly contain up to 1ppm Au although the source of the anomalous gold has yet to
be identified.
Geopacific plans to establish a grid over the anomaly and undertake trenching and soil sampling across the
circular topographic feature near the centre of the prospect.
RakiRaki Project
SPL1231, SPL1373, SPL1436
50% Beta Ltd (subsidiary of GPR) - Operator
50% Peninsula Minerals Ltd
The RakiRaki Project is located in northern Viti Levu (Figure 1) and is a 50% joint venture between
Peninsula Minerals Limited and Geopacific Resources NL. Geopacific is the manager of the joint venture.
Qalau and 4300 Prospects
Soil auger drilling was undertaken at the Qalau Prospect (Block C Area) where bottom of the hole samples
were collected from weathered bedrock by hand drilled auger holes. Anomalous gold assays ranging up to
6.60g/t Au have defined a north trending gold anomaly. Previous drilling at Qalau has been ineffective in
testing this target.
Soil auger samples using a hand-held auger were collected from 1-3m depths at 5m spacing along 10m
spaced grid lines at Grids A, B and C in the Qalau Prospect. Best results are from Block C which covers a
100m x 100m area surrounding diamond drill hole DDHQ002 which was drilled by Geopacific in 2006
(Figure …). A 1m interval of low grade mineralisation was intersected by DDHQ002 (1.24g/t Au between
9-10m) which was oriented towards the SSE at a 60 degree dip.
The anomalous soil data show that a narrow (10-25m wide), north trending zone of gold anomalous soils
located to the west of the trace of DDHQ002 which was drilled parallel to the trend of the anomaly and was
unlikely to have intersected the bedrock source of the anomaly which most likely has a vertical or steep
west dip. The soil gold anomaly has not been closed to the north and south and further auger sampling is
planned to in these directions. Follow-up drilling is proposed to further test the anomaly.
Tataiya Prospect
Six traverse lines of soil auger holes were completed at the Tataiya Prospect where the Tataiya vein and
associated mineralised structures and veins extend for a strike extent of over two kilometres (Figure …).
The soil auger sampling has confirmed the location of the previous gold in soil anomalies and has also
defined a new gold vein zone several hundred metres to the west of the Tataiya vein. Soil auger samples at
the new western vein range between 0.81-2.1g/t Au and the mineralisation appears to extend for at least
400m along trend.
16
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Debris of small mineralised quartz vein fragments were collected from the northern end of the Tataiya Vein
where previous Geopacific work has located mineralised vein material with up to 350g/t Au and 1.3% Cu.
Repeat gold assays on these fragments range between 59-64g/t Au.
Previous exploration drilling at Tataiya has not adequately tested the vein systems since most veins appear
to be dipping steeply towards the east and sub parallel to the direction of the drill holes.
Other Prospects
Elsewhere in the RakiRaki Project stream sediment sampling has located other gold anomalies for follow-up.
Among these, the Nasava Ridge area contains a 4 kilometre ridge line which is shedding anomalous gold
values into creeks both to the north and south.
Tenement renewal
Applications for renewal of SPL1231 and SPL1373 were lodged in late December 2008. The Fiji Mines
Act requires that portions of each tenement are relinquished. Geopacific have applied to renew 3,360
hectares of SPL1231 (4,430 hectares or 56.9% of SPL1231 relinquished) and to renew 1,835 hectares of
SPL1373 (1,606 hectares or 46.7 % of SPL 1371 relinquished). Exploration has shown that there is very
limited potential for the occurrence of economic mineralisation in the relinquished areas.
Nadi South Project
SPL1434 – 100% Geopacific Ltd (subsidiary of GPR)
Discussions were conducted with several groups who expressed an interest in joint venture of the Nadi South
project, in particular the Togo Porphyry Cu-Au Prospect. Site visits and data evaluations were undertaken
and discussions are continuing.
Only limited field work was undertaken at Nadi South during 2008 but surface mapping and sampling is
planned in the southern portion of the Togo Porphyry Cu-Au Prospect during 2009. This work will focus
on potential surface gold oxide mineralisation at the Red Hills Prospect and at the Tokara Vein Prospect.
Any future high-grade gold discoveries at the Nadi South Project could be developed, mined and processed
using joint facilities with the Faddy’s Gold Project which is located less than 15 kilometres by formed road
from the Nadi South area.
Nuku Project SPL1368 - 100% Geopacific Ltd (subsidiary of GPR)
CX667 – 100% Geopacific Ltd (subsidiary of GPR)
Drilling in late 2007 at the Wailoaloa Prospect (diamond drill holes DDHNW001 and DDHN002),
confirmed a south dipping (20-30 degrees) pro-grade skarn rock which contains magnetite, garnet, epidote
and pyrite, with retrograde sulphide mineralisation containing copper, gold and zinc. (a skarn is a
metamorphosed calcareous sediment into which silica and other elements, often including metals,
have been introduced from an adjoining intrusive body)
Assay highlights from sawn core from the two diamond drill holes completed at Wailoaloa are;
DDHNW001; 25.35m @ 28.15% Fe (17.35 – 42.7m),
17
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
4.7m @ 0.14% Cu (37.1 – 41.8m),
3m @ 3.11% Zn (30.2 – 33.2m), and
0.8m @ 2.19% Zn (25.8 – 26.5m)
DDHNW002;
19.85m @ 35.69% Fe (44 – 63.85m),
9.6m @ 0.53% Cu (50 – 59.6m), and
11.8m @ 0.21 g/t Au (41.8 – 53.6m)
The drill results clearly show a trend of increasing thickness and grade of copper mineralisation beneath a
copper depleted surface zone and show excellent potential for a significant copper-gold-zinc sulphide
deposit at Wailoaloa.
Interpretation of the regional three dimensional heli-magmetic survey (Geopacific geophysical survey
undertaken in 1997) and evaluation of the recent 2007 drill results at the Wailoaloa Prospect, indicate that
there is excellent potential for large-tonnage skarn deposits at Nuku. The volume of Wailoaloa skarn rock
has been estimated from the magnetic data and the area could have the potential for 120,000 tonnes of
mineralisation per vertical metre. Magnetic models of the Wailoaloa skarn show that it extends to at least
500 metres deep and has the potential to host 60-80 million tonnes of skarn rock.
18
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Corporate
Extraordinary General Meeting
Shareholders of Geopacific Resources NL met for an Extraordinary General Meeting on 18 September 2008
to consider and approve the issue of a total of six million Geopacific shares and three million Geopacific
options to fund exploration and further drill testing of the Faddy’s Gold Deposit. The following resolutions
were carried;
• Resolution 1 - Issue of shares and options to Ian Simpson
Shareholders approved the allotment and issue 5,000,000 ordinary shares at FJD$0.10 (approximately
AUD$0.0697662) per share and the grant of 2,500,000 options exercisable at FJD$0.10 per share with an
expiry date of 1 August 2013 to Mr Ian Simpson, a Director of Geopacific Resources NL.
• Resolution 2 - Approval of issue of 1,000,000 shares and 500,000 options to Exploration Drilling
Services (Fiji) Ltd
Shareholders ratified and approved the allotment and issue of 1,000,000 ordinary shares at FJD$0.10
(approximately AUD $0.0697662) per share and the grant of 500,000 options exercisable at AUD$0.10 per
share with an expiry date of 1 August 2013 to Exploration Drilling Services (Fiji) Ltd.
• Special Resolution 3 - Appointment of Auditor
Shareholders approved the appointment of KS Black & Co as Auditor of the Company.
Shareholder Purchase Plan
On 22 September, 2008 Shareholders were invited to participate in a voluntary Share Purchase Plan ("SPP")
in which each eligible Shareholder was offered the opportunity to purchase Share parcels of either
AUD$1,000 (a total of 18,450 Shares); AUD$3000 (a total of 55,350 Shares) or a AUD$5,000 (a total of
92,250 Shares) in Geopacific Resources NL for subscription of 5.42 cents (Australian) per Share.
AUD$145,000 was raised under the SPP for the purchase of 2,675,250 new shares.
19
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS REPORT
1.
Directors of Geopacific Resources NL
The Directors present their report together with the financial report of Geopacific Resources N.L.
(“Geopacific”) (“the Company”) and of the Group, being the Company and its subsidiaries, Geopacific
Limited (“GPL”) and Beta Limited (“Beta”), for the financial year ended 31 December 2008, and the
auditors’ report thereon.
DIRECTORS
The Directors of the Company at any time during or since the end of the financial year are:
Russell John Fountain, B.Sc., Ph.D, F.A.I.G., Chairman
Dr Fountain was appointed a Director and Chairman of the Company on 23 September, 2005. He is
a Sydney-based consulting geologist with 41 years of international experience in all aspects of
mineral exploration, project feasibility and mine development. Previous positions include President,
Phelps Dodge Exploration Corporation; Exploration Manager, Nord Pacific Ltd and Chief
Geologist, CSR Minerals. Russell has had global responsibility for corporate exploration programs
with portfolios targeting copper, gold, nickel and mineral sands. He played a key role in the
grassroots discovery of mines at Granny Smith (Au in WA), Osborne (Cu-Au in Qld) and Lerokis
(Au-Cu in Indonesia) and the development of known prospects into mines at Girilambone (Cu in
NSW) and Waihi (Au in NZ). Russell holds a PhD in Geology from the University of Sydney
(awarded in 1973), with a thesis based on his work at the Panguna Mine (Cu-Au in PNG). He
worked as a project geologist on the Namosi porphyry copper deposit in Fiji from 1972 to 1976.
Russell is a Fellow of the Australian Institute of Geoscientists, and Executive Chairman of Finders
Resources Ltd.
Ian James Pringle, B.Sc. (Hons.), Ph.D, Managing Director
Dr Pringle was appointed Managing Director of the Company on 23 September, 2005. He is a
Sydney-based exploration geologist with over 23 years of specialist expertise in exploration for
silver, gold, and copper within Australia and SE Asia. Ian gained a doctorate from the University of
Otago in Dunedin, New Zealand in 1981 where he studied petrology, mineralogy and geochemistry
of metamorphosed volcanic rocks and taught laboratory classes in economic geology. During his
career, Ian has worked in mineral exploration programmes that have resulted in successful mineral
discoveries;
(cid:131)
(cid:131)
(cid:131)
(cid:131)
in Northern Australia with Elf Aquitaine,
the Lerokis Au-Cu-Ag deposit, Indonesia with CSR Minerals,
the Girilambone copper deposit, NSW with Nord Resources, and
in Australia, the Philippines and Cyprus as Exploration Manager for Golden Shamrock
Mines and Oxiana Ltd (Oz Minerals Ltd).
Ian coordinated due diligence studies on Sepon (Laos) for Oxiana and supervised resource drilling
of the main gold and copper deposits. Ian’s recent and current work includes exploration and
resource evaluation of the Bowdens Silver Deposit, near Mudgee, NSW, an epithermal-style
mineralised system which contains over 80 million ounces of silver and which is owned by Silver
Standard Resources Inc, one of the few publicly traded companies focused exclusively on the
discovery and acquisition of silver-dominant projects. Ian is a director of Silver Standard Australia
Pty. Ltd.
20
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
Willie Anthony Brook, B.Sc., M.A.I.G., Executive Director
Mr Brook has served two terms as Managing Director of the Company. He is a geologist with over
43 years experience in the industry, including senior positions with Australian and international
exploration and mining companies.
Bill spent six years as a contract field geologist (1980-86) exploring for epithermal gold deposits in
Papua New Guinea, Vanuatu and Fiji, which resulted in the discovery of several grassroots gold
prospects. In 1986 he commenced geological work on behalf of GPL in Fiji and discovered the
Tuvatu Gold Deposits, which were sold to Emperor Mines Ltd in 1997. He is a member of the
Mining Council of Fiji, the Fiji Mining and Quarrying Wages Council and the Mining and
Development Technical Committee; the latter two posts being Government appointments. Bill
resides in Fiji and is responsible for maintaining and monitoring the Company's operations in Fiji
and developing new projects. He is Managing Director of Geopacific Ltd and a Director of Beta Ltd
and Millennium Mining Fiji Ltd.
Ian Neville Aston Simpson, Non - Executive Director
Mr Simpson was appointed a Director of the Company in March 2001. Ian recently retired as the
Managing Director of Pacific Crown Aviation (Fiji) Ltd, which operates a helicopter service based
out of Nadi Airport in Fiji. Ian received his training as a helicopter pilot and engineer in the Royal
Navy, and as such has been involved with the exploration industry in Fiji since 1970. Ian has been
associated with GPL since 1981 and has been a Director since 1994. He is also a Director of Beta
Ltd and Millennium Mining Fiji Ltd. Mr Simpson is a citizen of Fiji.
Craig Kingsley McCabe, B.Ec., F.A.I.B.F., A.I.M.M. -Alternate Director to Mr Simpson.
Mr NcCabe has over 18 years experience in financial markets, having worked for banks and
merchant banks in Australia, where he dealt in interest rates, securities and equities. During the last
14 years Craig has been engaged in managing his family businesses with interests in Australia and
Fiji.
Roger Harvie Probert, Non - Executive Director
Mr Probert was elected chairman of GPL in 1997. In 1970-71 he served for one year as a field
manager for Barringer Research in a mineral exploration programme in Fiji. In 1972 he joined The
Fiji Gas Co. Ltd., and was appointed general manager and chief executive in 1983. He is also
general manager and a Director of the associated companies, Fiji Chemicals Ltd and Tonga Gas Ltd.
Harvie served as a Board member of the Civil Aviation Authority of Fiji, Capital Markets
Development Authority, Fiji Islands Revenue and Customs Authority and chairman of Airports Fiji
Ltd. He is also chairman of the Mining Council of Fiji and was president of the Fiji Institute of
Management (1989-91) and the Fiji Employees Federation (1993-95). He is Chairman of Geopacific
Ltd and a Director of Millennium Mining Fiji Ltd. Mr Probert is a citizen of Fiji.
COMPANY SECRETARY
Mr Grahame Clegg, JP, BCom., CA, ACIS., MAICD,FTIA, AFAIM, FNTAA, SAFin.
Mr Clegg was appointed to the position of Company Secretary on 14 July 2006 and has over 36
years experience in audit, financial and corporate roles including 16 years in Company secretarial
roles for ASX-listed companies. He is a director of Oakhill Hamilton Pty Ltd, and Taen Pty Ltd,
companies which provide secretarial, accounting and corporate advisory services to a range of listed
and unlisted companies.
21
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
2 Principal Activity
The principal activity of the Group is exploration for gold and gold-copper deposits in Fiji.
There was no significant change in the nature of this activity of the Group during the financial year.
3 Operating and Financial Review
The loss of the Group for the year ended 31 December 2008 was $388,902 (2007: loss $419,737).
Information on the operation and financial position of the Group and its business strategies and
prospects are set out in the review of operations.
4 Dividends
The Directors do not recommend the payment of a dividend.
Dividends paid or declared since the end of the previous year were $Nil.
5 State of Affairs
In the opinion of the Directors there were no significant changes in the state of affairs of the Group
that occurred during the financial year under review, not otherwise disclosed in this report.
6 Events Subsequent to Reporting Date
Except for the acquisition of Millenium Mining (Fiji) Limited, including its assets, no matter or
circumstance has arisen since 31 December 2008 that has significantly affected, or may significantly
affect:
(a) the Group’s operations in future financial years, or
(b) the results of those operations in future financial years, or
(c) the Group’s state of affairs in future financial years.
7 Directors’ Interests and Benefits
The beneficial interest of each Director in the ordinary share capital of the Company as at the date
of this report is:
Direct shares Indirect shares Options
R J Fountain (1)
I J Pringle
W A Brook
I N A Simpson
R H Probert
C K McCabe (Alternate)
Nil
1,500,000
Nil
2,500,000
Nil
Nil
(1) Russell Fountain is a director of Finders Resources Ltd which holds 5,900,000 shares.
30,000
142,250
1,464,400
5,018,450
Nil
Nil
10,000
10,000
2,813,353
711,145
589,454
Nil
23
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
8 Directors’ Meetings
During the year ended 31 December 2008 a total of two Directors’ Meetings were held. Directors’
attendance record is tabulated below.
Record of Directors’ Attendance at Meetings
Director
R J Fountain
I J Pringle
W A Brook
I N A Simpson
R H Probert
C K McCabe (alt. to I. Simpson)
Service
All year
All year
All year
All year
All year
All year
* Either in person, or by electronic means.
Attended *
2
2
2
2
2
-
Eligible to
Attend
2
2
2
2
2
-
Leave of
Absence
-
-
-
-
-
-
The Board of Directors takes ultimate responsibility for corporate governance including the functions
of establishing compensation arrangements of the Managing Director and its senior executives and
officers, appointment and retirement of non-executive Directors, appointment of auditors, areas of
business risk, maintenance of ethical standards and Audit and Remuneration/Nomination Committees.
The Board seeks independent professional advice as necessary in carrying out its duties and
responsibilities.
9 Likely Developments
The Group will continue to develop its existing exploration tenements and seek to increase its
tenement holdings by acquiring further projects.
10 Environment Regulations
Entities in the Group are subject to normal environmental regulations in areas of operations. There
has been no breach of these regulations during the financial year, or in the period subsequent to the
end of the financial year and up to the date of this report.
11 Events occurring after the balance sheet date
The 14,286 partly paid shares which were forfeited during the year were auctioned on 31 January 2009
for a consideration of $143.
No other matters or circumstances have arisen since 31 December 2008 that have significantly
affected or may significantly affect the Group’s operations in future financial years, or the results of
those operations in future financial years, or the Group’s state of affairs in future financial years.
12 Share Options
There are 9,950,000 options over unissued shares unexercised at 31 December 2008 ( 2007 –
1,900,000).
Issues in current year
Share placement
Options have been issued to Ian NA Simpson, a director and others as free attaching options to
shares issued under a share placement approved by the company in general meeting on the following
terms and conditions:
24
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
The Optionholder is entitled on payment of the Exercise Price (being 10c per share) to be
allotted one ordinary share in the Company for each Option exercised. The Options held by the
Optionholder are exercisable in whole or in part, not later than 1 August 2013. Options not
exercised before the expiry of the Exercise Period will lapse.
Acquisition of Millenium Mining (Fiji) Ltd
Options were issued to the former shareholders as part consideration for the acquisition of their
shares on the following terms and conditions:
In respect of 4,000,000 options the Optionholder is entitled on payment of the Exercise Price
(being 50c per share) to be allotted one ordinary share in the Company for each Option
exercised. The Options held by the Optionholder are exercisable in whole or in part, not later
than five years after the defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of
over 200,000 ounces of contained gold.
In respect of 1,000,000 options the Optionholder is entitled on payment of the Exercise Price
(being $1.00 per share) to be allotted one ordinary share in the Company for each Option
exercised. The Options held by the Optionholder are exercisable in whole or in part, not later
than ten years after the defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of
over 1,000,000 ounces of contained gold. Options not exercised before the expiry of the
Exercise Period will lapse.
The assessed fair value at grant date of options granted is allocated equally over the period from
grant date to vesting date, and the amount is included in the cost of the investment in the parent
company’s books. Fair values at grant date are independently determined using a
Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the
option.
The model inputs for the options granted during the year ended 31 December 2008 on the
acquisition of Millenium Mining (Fiji) Ltd included:
(a) options are granted for no consideration
(b) exercise price
(c) grant date
(d) vesting date
(d) expiry date
(e) share price at grant date
(f) expected price volatility of the Company’s shares
(g) expected dividend yield
(h) risk-free interest rate
2008
2008
$0.50
6.06.2008
6.06.2008
6.06.2015
$0.14
90.0%
0.0%
7.0%
$1.00
6.06.2008
6.06.2008
6.06.2028
$0.14
90.0%
0.0%
7.0%
Issues in prior year
Options were issued to Ian J Pringle & Associates Pty Ltd, a Company controlled by Dr Pringle,
were granted on the following terms and conditions:
(a) The Optionholder is entitled on payment of the Exercise Price (being 20c, 25c and 30c in
respect of the three instalments each of 500,000 options respectively listed in paragraph (b)
25
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
below) to be allotted one ordinary share in the Company for each Option exercised (subject
to possible adjustments referred to below).
(b) The Options held by the Optionholder are exercisable in whole or in part as follows:
• as to 500,000 Options, within 5 years of the first anniversary of Listing;
• as to 500,000 Options, within 5 years of the second anniversary of Listing; and
• as to 500,000 Options, within 5 years of the third anniversary of Listing (“Exercise
Period”).
Options not exercised before the expiry of the Exercise Period will lapse. The Optionholder is not
entitled to exercise the Options unless Dr Pringle continues to hold the position of Director of the
Company until at least the first anniversary (and in the case of the remaining instalments each of
500,000 options, the second and third anniversaries respectively) of the date of listing the Company
on the ASX.
13 Insurance of Officers
The Company has, by Deed of Access, Indemnity and Insurance, paid a premium to insure the
Directors and Company Secretary of the Group in respect of certain legal liabilities, including costs
and expenses in successfully defending legal proceedings, whilst they remain as Directors and for
seven years thereafter. The insurance contract prohibits the disclosure of the total amount of the
premiums and a summary of the nature of the liabilities.
14 Auditor
KS Black & Co was appointed as auditor on 22 September 2008 and continues in office in
accordance with section 327 of the Corporations Act 2001.
15 Non-audit Services
The Group may decide to employ the auditor on assignments additional to their statutory audit
duties where the auditor's expertise and experience with the Company and/or the Group are
important.
Details of the amounts paid or payable to the auditor for audit and non-audit services provided
during the year are set out below.
The Board of Directors has considered the position and is satisfied that the provision of the
non-audit services is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by
the auditor, as set out below, did not compromise the auditor independence requirements of the
Corporations Act 2001 for the following reasons:
•
•
all non-audit services have been reviewed by the board to ensure they do not impact the
impartiality and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence,
including reviewing or auditing the auditor's own work, acting in a management or a
decision-making capacity for the Company, acting as advocate for the Company or jointly
sharing economic risk and rewards.
During the year the following fees were paid or payable for services provided by the auditor of the
the Company, its related practices and non-related audit firms:
Consolidated
2008
2007
26
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
Assurance services
1. Audit services
KS Black & Co Australian firm:
Audit of the financial report and other audit work under the
Corporations Act 2001
- Current year
Total remuneration for audit services
BDO Kendalls Australian firm:
Audit of the financial report and other audit work under the
Corporations Act 2001
- Review of the half-year financial report
Total remuneration for audit services
Nexia Court & Co Australian firm:
Audit of the financial report and other audit work under the
Corporations Act 2001
- Current year
- Prior year
- Review of the half-year financial report
Total remuneration for audit services
2. Other assurance services
Ernst & Young Fijian firm:
Audit and review of financial reports
Total remuneration for other assurance services
Total remuneration for assurance services
Taxation services
Nexia Court & Co Australian firm:
Tax compliance services, including review of Company income tax
returns
Total remuneration for taxation services
$
$
-
-
7,575
7,575
-
-
-
-
-
19,083
-
16,725
18,713
5,266
19,083
40,704
6,247
6,247
9,507
9,507
32,905
50,211
-
-
1,863
1,863
16 Lead Auditor’s Independence Declaration
The lead auditor’s independence declaration is set out on page 44 and forms part of the Directors’ report
for the financial year ended 31 December 2008.
17 Remuneration Report (Audited)
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
27
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
B Details of remuneration
C Service agreements
D Share-based compensation
The information provided under headings A-D includes remuneration disclosures that are required
under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been
transferred from the financial report and have been audited.
A Principles used to determine the nature and amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance,
being the development of the Geopacific Resources exploration tenements. The framework
aligns executive reward with achievement of strategic objectives and the creation of value for
shareholders, and conforms with market best practice for delivery of reward. The Board ensures
that executive reward satisfies the following key criteria for good reward governance practices:
• competitiveness and reasonableness;
• acceptability to shareholders;
• performance linkage / alignment of executive compensation;
•
transparency; and
• capital management.
The Group has structured an executive remuneration framework that is market competitive and
complimentary to the reward strategy of the organisation.
Alignment to shareholders’ interests:
• has economic profit as a core component of plan design;
•
focuses on sustained growth in shareholder wealth, consisting of dividends and growth
in share price, and delivering constant return on assets as well as focusing the executive
on key non-financial drivers of value; and
• attracts and retains high calibre executives.
Alignment to programme participants’ interests:
rewards capability and experience;
reflects competitive reward for contribution to growth in shareholder wealth;
•
•
• provides a clear structure for earning rewards; and
• provides recognition for contribution.
The framework provides a mix of fixed and variable pay, and a blend of short and long-term
incentives. As executives gain seniority with the Group, the balance of this mix shifts to a
higher proportion of ''at risk'' rewards.
Remuneration of executive and non-executive directors is not related to the performance of the
company.
17 Remuneration Report (Audited) (continued)
Non-executive Directors
Fees and payments to non-executive Directors reflect the demands, which are made on, and the
responsibilities of, the Directors. The Board reviews Non-executive Directors’ fees and payments
annually. The Board may from time to time seek the advice of independent remuneration
consultants to ensure non-executive Directors’ fees and payments are appropriate and in line with
the market. The Chairman’s fees are determined independently to the fees of non-executive
28
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
Directors based on comparative roles in the external market. The Chairman is not present at any
discussions relating to determination of his own remuneration.
Directors’ fees
The current base remuneration was last reviewed with effect from 1 January 2008 and will be
reviewed in September 2009.
Non-executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is
periodically recommended for approval by shareholders. The maximum currently stands at
$200,000 per year in aggregate.
Executive pay
The executive pay and reward framework has four components:
• base pay and benefits;
•
•
short-term performance incentives;
long-term incentives through participation in the Geopacific Resources NL Employee
Option Plan (Geopacific Resources Option Plan); and
• other remuneration such as superannuation.
The combination of these comprises the executive’s total remuneration.
Base pay
Structured as a total employment cost package, which may be delivered as a combination of cash
and prescribed non-financial benefits at the executives’ discretion.
Executives are offered a competitive base pay that comprises the fixed component of pay and
rewards. Base pay for senior executives is reviewed annually to ensure the executive’s pay is
competitive with the market. An executive’s pay is also reviewed on promotion.
There are no guaranteed base pay increases included in any senior executives’ contracts.
Geopacific Resources NL Employee Option Plan
Information on the Geopacific Resources Option Plan is set out in note 25.
29
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
17 Remuneration Report (Audited) (continued)
B Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors and the key management personnel (as defined in
AASB 124 Related Party Disclosures) of Geopacific Resources and the Geopacific Resources NL
Group are set out in the following tables.
The key management personnel of Geopacific Resources and the Group include the Directors:
Remuneration paid to key management personnel of Geopacific Resources and of the Group
2008
Name
Non-executive Directors
I N A Simpson
R J Fountain
R H Probert
C K McCabe (alt. to I.
Simpson)
Sub-total non-
executive Directors
Executive Directors
I J Pringle
W A Brook
Totals
2007
Non-executive Directors
I N A Simpson
R J Fountain
R H Probert
C K McCabe (alt. to I.
Simpson)
Sub-total non-
executive Directors
Executive Directors
I J Pringle
W A Brook
Totals
Short-term benefits
Post-employment
benefits
Share-based
payment
Directors’
Fees
$
Consulting
Fees
$
Superannuation
$
Options
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,507
-
18,507
-
25,000
-
-
25,000
141,622
130,079
296,701
24,000
50,000
24,000
24,000
-
122,000
45,489
-
45,489
168,964
130,835
421,799
-
-
-
-
-
-
20,000
20,000
-
-
-
-
-
-
-
-
-
25,000
-
-
25,000
123,115
110,079
258,194
24,000
50,000
24,000
24,000
122,000
123,475
130,835
376,310
30
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
17 Remuneration Report (Audited) (continued)
C
(i)
Service agreements
Mr Ian Pringle - Managing Director
A Consultancy Agreement dated 16 February 2006 has been entered into between the Company and Ian
J Pringle & Associates Pty Ltd (“Consultant”), being a Company controlled by Dr Pringle. The
consulting services are to be provided by the Consultant making available the services of Dr Pringle for
between 150 and 185 days per annum (or as otherwise agreed). The Agreement commenced on 1
March 2005 for an initial term of two years, with an option for the Company to extend the term for two
further periods of two years each, unless the consultancy is terminated earlier in accordance with the
agreement. The Consultant may terminate the agreement on not less than 4 months notice.
The Consultant may also terminate the agreement immediately without notice if the Company becomes
insolvent or requires the Consultant to perform services outside the scope of the agreement for a period
of more than 100 days in any year or if the Company fails to pay moneys due under the Agreement
within 14 days of demand and the Company shall pay to the Consultant the termination payment
referred to below. The Company may terminate the agreement immediately without notice for serious or
persistent breach, bankruptcy, fraud or wilful neglect, total and permanent incapacitation or mental
illness of the Consultant or Dr Pringle (as the case may be), and may terminate the agreement at any
time on 1 months notice without disclosure of any reason, by payment of a lump sum termination
payment equivalent to the amount which the Consultant would have received for providing the services
for one half of the Term then remaining or 6 months, whichever is the greater. The consultancy fee is
$400 per day (prior to Listing) and $800 per day (post Listing), plus bonuses and expenses and subject
to annual review by the Company. Dr Pringle will receive fees for services rendered to the Company in
his capacity as a contractor to Ian J Pringle & Associates Pty Ltd.
(ii) Mr Willie Brook - Executive Director
Mr Willie Brook entered into an employment agreement as Executive Director with the Company
effective from the date of Listing, for an initial term of two years, with an option for the Company to
extend the term for a further year, unless the employment is terminated earlier in accordance with the
agreement.
Mr Brook may terminate the agreement on 3 months notice. The Company may terminate the agreement
immediately without notice for serious breach, bankruptcy, fraud or wilful neglect, total and permanent
incapacitation or mental illness of Mr Brook, and may terminate the agreement at any time on 6 months
notice without disclosure of any reason, or at its discretion, by payment of the equivalent amount of
remuneration in lieu of the notice period. The salary package is Fiji$100,000 per annum, including
superannuation plus bonuses and expenses, subject to annual review by the Company. He is also entitled
to the usual leave entitlements.
(iii) Non-executive Directors
Directors are entitled to remuneration out of the funds of the Company but the remuneration of the non-
executive Directors may not exceed in any year the amount fixed by the Company in general meeting
for that purpose. Directors are also entitled to be paid reasonable travelling, accommodation and other
expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution
of their duties as Directors.
31
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
17 Remuneration Report (Audited) (continued)
Service agreements summary
Start Date
Term of
Agreement
Director
I J Pringle
1 March 2005
W A Brook
3 May 2007
2 years with
options to
extend for 2
further terms
of 2 years each
2 years with
option to
extend for
further terms
of 1 year
Fees payable
2008
$
Notice period
for termination
(months)
Company Employee
Redundancy
payment
$800 per day
1
$100,000
6
4
3
6 months
fees
6 months
salary
D
Share-based compensation
Options
Options are granted on the recommendation of the Directors.
Options are granted for no consideration. Options are granted for a five year period, and are exercisable
immediately after the vesting date. The options issued to Mr Ian Pringle vest on the first, second and
third anniversaries of the listing date. The options issued on 1 December 2008 vested on that date.
The terms and conditions of each grant of options affecting remuneration in the previous, this or future
reporting periods are as follows:
Grant date
Expiry date
8 May 2006
8 May 2006
8 May 2006
1 December 2006
1 December 2006
8 May 2012
8 May 2013
8 May 2014
1 November 2009
1 November 2009
Exercise
price
$0.20
$0.25
$0.30
$0.50
$0.70
Value per option
at grant date
$0.0843
$0.0757
$0.0708
$0.4945
$0.4498
Date vesting
8 May 2008
8 May 2009
8 May 2010
1 December 2007
1 December 2007
Options granted carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share.
The exercise price of options is based on the weighted average price at which the Company’s shares are
traded on the Australian Stock Exchange during the five trading days immediately before the options are
granted.
Details of options over ordinary shares in the Company provided as remuneration to each director of
Geopacific Resources and each of the key management personnel of the Group are set out below.
Further information on the options is set out in notes 17 and 25 to the financial statements.
32
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
17 Remuneration Report (Audited) (continued)
Name
Directors of Geopacific Resources
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
Number of options
granted during the year
Number of options
vested during the year
2008
2007
2008
2007
-
-
2,500,000
-
-
-
-
-
-
-
-
500,000
-
-
-
-
-
500,000
-
-
-
-
-
The options issued to Mr INA Simpson during the year were issued pursuant to a share placement on
terms given to all participants in the share placement and did not form part of his remuneration.
The assessed fair value at grant date of options granted is allocated equally over the period from
grant date to vesting date, and the amount is included in the remuneration tables above. Fair values
at grant date are independently determined using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the option, the impact of dilution, the share price at grant
date and expected price volatility of the underlying share, the expected dividend yield and the
risk-free interest rate for the term of the option.
Shares provided on exercise of remuneration options
No ordinary shares in the Company were provided as a result of the exercise of remuneration
options to each director of Geopacific Resources NL and other key management personnel of the
Group.
33
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ REPORT
17 Remuneration Report (Audited) (continued)
Share options granted to Directors and the most highly remunerated officers
Options over unissued ordinary shares of the Company granted during or since the end of the
financial year to the Directors and the most highly remunerated officers of the Company as part of
their remuneration were as follows:
Name
Directors of Geopacific
Resources NL
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
A
Remuneration
consisting of
options
B
Value at
vesting date
$
C
Value at
exercise date
$
D
Value at
lapse date
$
E
Total of
columns B-D
$
13.07%
-
-
-
-
-
$18,507
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$18,507
-
-
-
-
-
A = The percentage of the value of remuneration consisting of options, based on the value at grant
date set out in column B.
B = The value at grant date calculated in accordance with AASB 2 Share-based Payment of
options granted during the year as part of remuneration.
C = The value at exercise date of options that were granted as part of remuneration and were
exercised during the year.
D = The value at lapse date of options that were granted as part of remuneration and that lapsed
during the year.
Shares issued on the exercise of options
No ordinary shares of the Company were issued during the year ended 31 December 2008 on the
exercise of options granted. No further shares have been issued since that date. No amounts are
unpaid on any of the shares.
Signed in accordance with a resolution of the Directors:
Dr R J Fountain
Chairman
Sydney, Australia
Dated: 31 March 2009
Dr I J Pringle
Managing Director
34
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
DIRECTORS’ DECLARATION
The Directors of Geopacific Resources NL declare that, in their opinion:
a
the financial statements and notes, set out on pages 48 to 86 are in accordance with the
Corporations Act 2001, including:
i
ii
giving a true and fair view of the Company’s and the Group’s financial position as at 31
December 2008, and of their performance, for the financial year ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001;
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable; and
the remuneration disclosures set out in the Directors’ Report comply with Australian Accounting
Standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001.
b
c
d
The Directors have been given the declarations by the Managing Director and Chief Executive Officer and
Chief Financial Officer required by section 295A of the Corporations Act 2001 for the financial year
ended on 31 December 2008.
This declaration is made in accordance with a resolution of the Directors:
Dr R J Fountain
Chairman
Sydney, Australia
Dated: 31 March 2009
Dr I J Pringle
Managing Director
47
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
INCOME STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
Note
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
Continuing operations
4
22,262
63,887
900,323
99,727
Administration expenses
Consultancy expense
Depreciation expense
Employee benefits expense
Impairment loss recognised in respect of
loans to subsidiaries
Occupancy Expenses
Other expenses
5
5
5
(223,556)
(62,078)
(2,727)
(73,615)
-
(39,447)
(9,741)
(206,002)
(80,404)
(111)
(167,489)
-
-
(29,619)
(205,574)
(107,078)
(812)
(18,507)
(461,728)
(19,136)
(7,472)
(206,002)
(80,404)
(111)
(167,489)
113,004
-
(29,618)
(LOSS) PROFIT BEFORE INCOME
TAX
(411,164)
(483,624)
(820,307)
(370,621)
(388,902)
(419,737)
80,016
(270,894)
Income tax expense
7
-
-
-
-
(LOSS) PROFIT FOR THE YEAR
(388,902)
(419,737)
80,016
(270,894)
Basic loss per share
Diluted loss per share
28
28
(0.88)
(1.08)
(0.88)
(1.08)
The above income statements should be read
in conjunction with the accompanying notes.
48
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
BALANCE SHEETS
AS AT 31 DECEMBER 2008
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other assets
Note
Consolidated
2007
$
2008
$
8
9
10
428,971
117,464
-
794,535
259,603
19,802
Parent
2008
$
143,836
3,327
-
2007
$
648,120
3,809
19,802
TOTAL CURRENT ASSETS
546,435
1,073,940
147,163
671,731
NON-CURRENT ASSETS
Other receivables
Exploration expenditure
Property, plant and equipment
Financial Assets
TOTAL NON-CURRENT
ASSETS
11
12
13
14
-
7,077,487
28,626
-
-
3,462,093
19,424
-
4,655,474
539,573
5,558
684,907
3,128,122
565,053
6,370
-
7,106,113
3,481,517
5,885,512
3,699,545
TOTAL ASSETS
7,652,548
4,555,457
6,032,675
4,371,276
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT
LIABILITIES
15
93,717
201,110
40,447
16,929
93,717
201,110
40,447
16,929
TOTAL LIABILITIES
93,717
201,110
40,447
16,929
NET ASSETS
7,558,831
4,354,347
5,992,228
4,354,347
EQUITY
Contributed equity
Reserves
Accumulated losses
16
18
19
9,428,218
2,488,001
(4,357,388)
8,015,267
307,566
(3,968,486)
9,428,218
429,704
(3,865,694)
8,015,267
284,790
(3,945,710)
TOTAL EQUITY
7,558,831
4,354,347
5,992,228
4,354,347
The above balance sheets should be read
in conjunction with the accompanying notes.
49
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDING 31 DECEMBER 2008
Consolidated
Parent
Notes
2008
$
2007
$
2008
$
2007
$
TOTAL EQUITY AT THE
BEGINNING OF THE
FINANCIAL YEAR
Net income recognised directly in
equity
4,354,347
2,986,288
4,354,347
2,876,481
-
-
-
-
Profit (Loss) for the year
(388,902)
(419,737)
80,016
(270,894)
Transactions with equity holders in
their capacity as equity holders:
Contributions of equity, net of
transaction costs
Employee share options recognised
in share based payments reserve
Share options issued on acquisition
of Millenium Mining (Fiji) Ltd
recognised in share based payments
reserve
Additions to forfeited shares reserve
Additions to foreign currency
translation reserve
16
18
18
18
18
1,412,951
1,703,271
1,412,951
1,703,271
18,507
45,489
18,507
45,489
124,907
1,500
-
-
124,907
1,500
-
-
2,035,521
3,593,386
39,036
1,787,796
-
1,557,865
-
1,748,760
TOTAL EQUITY AT THE END
OF THE FINANCIAL YEAR
7,558,831
4,354,347
5,992,228
4,354,347
The above statements of changes in equity should be read
in conjunction with the accompanying notes.
50
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
CASH FLOW STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2008
CASH FLOWS FROM
OPERATING ACTIVITIES
Cash receipts in the course of
operations
Cash payments in the course of
operations
Interest received
Note
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
-
-
-
-
(317,468)
12,075
(607,145)
63,887
(295,559)
8,496
(368,452)
63,887
Net Cash from Operating Activities
31(c)
(305,393)
(543,258)
(287,063)
(304,565)
CASH FLOWS FROM
INVESTING ACTIVITIES
Payments for plant and equipment
Payments for security deposits
Loans advanced / repaid to related
parties
Exploration expenditure
Cash acquired on acquisition of
subsidiary
Recoveries from JV parties
(11,929)
(8,735)
(7,727)
(11,150)
-
-
-
-
(366,718)
(6,481)
-
(1,611,856)
(730,412)
(1,611,496)
(303,533)
(395,318)
35
245,567
-
-
-
-
-
-
Net Cash from Investing Activities
(513,201)
(1,622,646)
(670,251)
(2,013,655)
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from share issue
Share issue costs
465,074
(12,044)
1,821,858
(118,387)
465,074
(12,044)
1,821,858
(118,387)
Net Cash from Financing Activities
453,030
1,703,471
453,030
1,703,471
NET (DECREASE)/INCREASE IN
CASH HELD
Cash and Cash Equivalents at the
Beginning of the Financial Year
CASH AND CASH
EQUIVALENTS AT THE END OF
THE FINANCIAL YEAR
(365,564)
(462,433)
(504,284)
(614.749)
794,535
1,256,968
648,120
1,262,869
31(a)
428,971
794,535
143,836
648,120
The above cash flow statements should be read
in conjunction with the accompanying notes.
51
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
Contents of the notes to the financial statements
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Summary of significant accounting policies
Financial risk management
Critical accounting estimates and judgements
Revenue
Expenses
Remuneration of auditors
Taxation
Current assets - Cash and cash equivalents
Current assets - Trade and other receivables
Current assets - Other current assets
Non-current assets – Other receivables
Non-current assets – Exploration expenditure
Non-current assets - Property, plant and equipment
Non-current assets – Financial assets
Current liabilities - Trade and other payables
Contributed equity
Options
Reserves
Accumulated losses
Contingent Liabilities
Commitments
Particulars relating to controlled entities
Key management personnel disclosures
Related party transactions
Share-based payments
Events occurring after the balance sheet date
Segment information
Loss per share
Financial instruments disclosures
Information relating to acquisition of subsidiaries
Notes to the cash flow statements
52
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
Summary of significant accounting policies
1
The principal accounting policies adopted in the preparation of the financial report are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated. The
financial report includes separate financial statements for Geopacific Resources NL as an individual
entity and the Group consisting of Geopacific Resources NL and its subsidiaries.
Basis of preparation
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result
in a financial report containing relevant and reliable information about transactions, events and
conditions to which they apply. Compliance with Australian Accounting Standards ensures that the
financial statements and the notes thereto also comply with International Financial Reporting Standards.
These financial statements have been prepared on an accruals basis and is based on historical costs,
modified where applicable, by the measurement at fair value of selected non-current assets, financial
assets and financial liabilities.
Significant accounting policies
Material accounting policies adopted in the preparation of this financial report are presented below.
They have been consistently applied unless otherwise stated.
(a) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred.
(b) Borrowing costs
Borrowing costs are expensed as incurred.
(c) Cash and cash equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash at bank.
(d) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction from the proceeds.
(e) Employee benefits
(i) Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave
expected to be settled within 12 months of the reporting date are recognised in other
payables in respect of employees’ services up to the reporting date and are measured at the
amounts expected to be paid when the liabilities are settled.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and
measured as the present value of expected future payments to be made in respect of services
provided by employees up to the reporting date. Consideration is given to expected future
wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on
national government bonds with terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows.
53
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1
Summary of significant accounting policies (continued)
(e) Employee benefits (continued)
(iii) Share-based payments
The fair value of options granted to Directors and employees is recognised as an employee
benefit expense with a corresponding increase in equity. The fair value is measured at grant
date and recognised over the period during which the employees become unconditionally
entitled to the options.
The fair value at grant date is independently determined using a Black-Scholes option pricing
model that takes into account the exercise price, the term of the option, the impact of dilution,
the share price at grant date and expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the option
The fair value of the options granted is adjusted to reflect market vesting conditions, but
excludes the impact of any non-market vesting conditions (for example, profitability and sales
growth targets). Non-market vesting conditions are included in assumptions about the number
of options that are expected to become exercisable. At each balance sheet date, the Company
revises its estimate of the number of options that are expected to become exercisable. The
employee benefit expense recognised each period takes into account the most recent estimate.
Upon the exercise of options, the balance of the share-based payments reserve relating to those
options is transferred to share capital and the proceeds received, net of any directly attributable
transaction costs, are credited to share capital.
(f)
Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and
measurement or for disclosure purposes.
The nominal value less estimated credit adjustments of trade receivables and payables are
assumed to approximate their fair values. The fair value of financial liabilities for disclosure
purposes is estimated by discounting the future contractual cash flows at the current market
interest rate that is available to the Group for similar financial instruments.
(g)
Financial Instruments
Recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised
when the entity becomes a party to the contractual provisions of the instrument. Trade date
accounting is adopted for financial assets that are delivered within timeframes established by
marketplace convention.
Financial instruments are recognised initially at fair value plus transaction costs where the
instrument is not classified as at fair value through profit or loss. Transaction costs related to
instruments classified as at fair value through profit or loss are expensed to profit and loss
immediately.
54
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1 Summary of significant accounting policies (continued)
(g) Financial Instruments (continued)
Derecognition
Financial assets are derecognised when the right to receive cash flows from the financial assets
have expired or been transferred. Financial liabilities are derecognised when the related
obligations are either transferred, discharged or expired. The difference between the carrying
value of the financial liability extinguished or transferred to another party and the fair value of
consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised
in profit or loss.
Classification and subsequent measurement
Financial assets are categorised as either financial assets at fair value through profit or loss,
loans and receivables, held-to-maturity investments, or available-for-sale financial assets. The
classification depends on the purpose for which the investments were acquired. Designation is
re-evaluated at each financial year end, but there are restrictions on reclassifying to other
categories.
(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 with the intention of making a profit. Gains
or losses on financial assets held for trading are recognised in profit or loss and the related assets
are classified as current assets in the balance sheet.
(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 Group 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.
(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.
(iv) Available-for-sale securities
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. They comprise
investments in the equity of other entities where there is neither a fixed maturity nor fixed or
determinable payments.
(v) Financial liabilities
Non derivative financial liabilities (excluding financial guarantees) are subsequently measured
at amortised cost using the effective interest method.
Fair values
Fair values are determined by reference to market bid prices for all quoted investments.
Valuation techniques are applied to determine the fair value for all unlisted securities including
recent arm's length market transactions, reference to the current market value of similar
instruments and option pricing models.
Impairment
At each reporting date the group assesses whether there is objective evidence that a financial
instrument has been impaired. In the case of available-for-sale financial instruments, a
prolonged decline in the value of the financial instrument is considered to determine whether an
impairment has arisen. Impairment losses are recognised in the income statement.
55
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1 Summary of significant accounting policies (continued)
(h) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which the entity operates (‘the
functional currency’). The consolidated financial statements are presented in Australian
dollars, which is Geopacific Resources NL’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognised in the
income statement.
(i) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the
GST incurred is not recoverable from the taxation authority. In this case it is recognised as part
of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The
net amount of GST recoverable from, or payable to, the taxation authority is included with other
receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from
investing or financing activities which are recoverable from, or payable to the taxation authority,
are presented as operating cash flows.
(j) Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered
an impairment are reviewed for possible reversal of the impairment at each reporting date.
(k) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s
taxable income based on the national income tax rate adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements, and to unused tax losses.
56
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1 Summary of significant accounting policies (continued)
(k) Income tax (continued)
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates
expected to apply when the assets are recovered or liabilities are settled, based on those tax
rates. The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability. An exception is made for
certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they
arose in a transaction, other than a business combination, that at the time of the transaction did
not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in controlled entities where the Company is able
to control the timing of the reversal of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
(l) Loss per share
(i) Basic loss per share
Basic loss per share is calculated by dividing the result attributable to equity holders of the
Company, excluding any costs of servicing equity other than ordinary shares, by the
weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year.
(ii) Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss per share to
take into account the after income tax effect of interest and other financing costs associated
with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
(m) Mineral Tenements and Deferred Mineral Exploration Expenditure
The Group has adopted the area of interest method for capitalising the costs of procurement,
exploration and evaluation of areas where applications have been made for Prospecting
Licences.
The ultimate recoupment of such costs is dependent on sale of the tenement(s) or successful
development and commercial exploitation of the areas. Amortisation charges are to be made
over the life of the areas of interest and will be determined on a basis so that the rate of
amortisation shall not lag behind the rate of depletion of the economically recoverable reserves
in the areas of interest.
The areas of interest are each of the Special Prospecting Licences in which companies in the
Group have an interest. Where exploration expenditure has been incurred during the period, it
will be carried forward in the Balance Sheet together with procurement costs as deferred mineral
exploration expenditure until the Directors are of the opinion that a tenement should be
abandoned as it shows no potential for recovery of expenditure incurred, in which case the said
expenditure is written off in the Income Statements.
57
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1
Summary of significant accounting policies (continued)
(n) Plant and equipment
Plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost may also include
transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the income statement during the financial period in which they are
incurred.
Depreciation on assets is calculated using the straight-line method to allocate their cost or
revalued amounts, net of their residual values, over their estimated useful lives, as follows:
- Plant, vehicles and equipment
10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount (note 1(i)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount.
These are included in the income statement. When revalued assets are sold, it is Group policy to
transfer the amounts included in other reserves in respect of those assets to retained earnings.
(o) Principles of consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries
of Geopacific Resources NL (“ the Company”) as at 31 December 2008 and the results of all
subsidiaries for the year then ended. Geopacific Resources NL and its subsidiaries together
are referred to in this financial report as the Group.
Subsidiaries are all those entities over which the Group has the power to govern the financial
and operating policies, generally accompanying a shareholding of more than one-half of the
voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls
another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Investments in subsidiaries are accounted for at cost in the individual financial statements of
Geopacific Resources NL.
58
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1
Summary of significant accounting policies (continued)
(o)
Principles of consolidation (continued)
Unrealised gains on transactions between the Group and its associates are eliminated to the
extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred. Accounting
policies of associates have been changed where necessary to ensure consistency with the
policies adopted by the Group.
A list of subsidiaries is contained in note 22.
Business combinations
Business combinations occur where control over another business is obtained and results in
the consolidation of its assets and liabilities. All business combinations, including those
involving entities under common control, are accounted for by applying the purchase
method.
The purchase method requires an acquirer of the business to be identified and for the cost of
the acquisition and fair values of identifiable assets, liabilities and contingent liabilities as at
the acquisition date, being the date on which control is obtained. Cost is measured as the fair
value of the assets given, shares issued or liabilities incurred or assumed at the date of
exchange plus costs directly attributable to the combination. Where settlement of any part of
the consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. Where equity instruments are issued in a business
combination, the fair value of the instruments is their published market price as at the date of
exchange. Transaction costs arising on the issue of equity instruments are recognised
directly in equity.
Goodwill is recognised initially as the excess of the cost of the business combination over
the net fair value of the Group's share of the identifiable net assets acquired. If the cost of
acquisition is less than the Group's share of the net fair value of the identifiable net assets of
the subsidiary, the difference is recognised as a gain in the income statement, but only after a
reassessment of the identification and measurement of the net assets acquired.
(p) Revenue recognition
(i) Sale of Goods and Disposal of Assets
Revenue from the sale of goods and disposal of other assets is recognised when the Group
has passed the risks and rewards of ownership to the buyer.
(ii) Interest Income
Interest income is recognised on an accrual basis.
(iii) Other Income
Other income is recognised on receipt.
(iv) General
All revenue is stated net of goods and services tax (GST).
59
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
1 Summary of significant accounting policies (continued)
(q) Segment reporting
A business segment is a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different to those of other business
segments. A geographical segment is engaged in providing products or services within a
particular economic environment and is subject to risks and returns that are different from those
of segments operating in other economic environments.
(r) Trade receivables
Trade receivables are recognised initially at fair value.
(s) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end
of financial year which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition.
(q) New standards and interpretations not yet adopted
The following standards, amendments to standards and interpretations have been identified as
those which may impact the Group in the period of initial application. They are available for
early adoption at 31 December 2008, but have not been applied in preparing these consolidated
financial statements:
. Revised AASB 101 Presentation of Financial Statements introduces as a financial statement
(formerly “primary” statement) the “statement of comprehensive income”. The revised
standard does not change the recognition, measurement or disclosure of transactions and
events that are required by other AASBs. The revised AASB 101 will become mandatory for
the Group’s 31 December 2010 financial statements. The Group has not yet determined the
potential effect of the revised standard on the Group’s disclosures.
. Revised AASB 123 Borrowing Costs removes the option to expense borrowing costs and
requires that an entity capitalise borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset as part of the cost of that asset. The revised
AASB 123 will become mandatory for the Group’s 31 December 2010 financial statements
and is not expected to have any effect on the financial report.
2 Financial risk management
The Group's activities expose it to a variety of financial risks; market risk (including currency risk, fair
value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The
Group's overall risk management programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the Group.
(a) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised assets and
liabilities are denominated in a currency that is not the Group’s functional currency.
60
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
2 Financial risk management (Continued)
(b) Credit risk
There is negligible credit risk on financial assets of the Group since there is no exposure to
individual customers or countries and the economic entity’s exposure is limited to the amount of
cash, short term deposits and receivables which have been recognised in the balance sheet and is
minimised by using recognised financial intermediaries as counterparties.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of
funding through an adequate amount of committed finance facilities.
(d) Cash flow and fair value interest rate risk
The Group is exposed to a risk of changes to cash flows due to changes in interest rates.
3 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the Group and that
are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. There are no estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
4 Revenue
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
Interest income
Other income
Unrealised foreign exchange gain
12,075
10,187
-
63,887
-
-
8,496
-
891,827
63,887
-
35,840
5 Expenses
Employee benefits expense
Wages and salaries
Share based payments
22,262
63,887
900,323
99,727
55,108
18,507
122,000
45,489
-
18,507
122,000
45,489
73,615
167,489
18,507
167,489
Depreciation
2,727
111
812
111
Impairment loss recognised in respect of
loans to subsidiaries
-
-
461,728
(113,004)
61
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
Consolidated
2008
$
2007
$
Parent
2008
$
2007
$
6 Remuneration of Auditors
Assurance services
A. Audit services
KS Black & Co Australian firm:
Audit of the financial report and other
audit work under the Corporations Act
2001
- Current year
- Prior year
Review of the half-year financial report
Total remuneration for audit services
BDO Kendalls Australian firm:
Audit of the financial report and other audit
work under the Corporations Act 2001
- Current year
- Prior year
Review of the half-year financial report
Total remuneration for audit services
Nexia Court & Co Australian firm:
Audit of the financial report and other audit
work under the Corporations Act 2001
- Current year
- Prior year
Review of the half-year financial report
-
-
-
-
-
-
7,575
7,575
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,575
7,575
-
-
-
-
-
-
-
-
-
19,083
-
16,725
18,713
5,266
-
19,083
-
16,725
18,713
5,266
Total remuneration for audit services
19,083
40,704
19,083
40,704
B. Other assurance services
Ernst & Young Fijian firm:
Audit and review of financial reports
6,247
9,507
-
-
Total remuneration for other assurance
services
Total remuneration for assurance services
Taxation services
Nexia Court & Co Australian firm:
Tax compliance services, including review of
Company income tax returns
Total remuneration for taxation services
6,247
32,905
9,507
50,211
-
26,658
-
40,704
-
-
1,863
1,863
-
-
1,863
1,863
62
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
7
Income tax
a
Income tax expense
Prima
tax benefit
income
facie
calculated at 30% on the loss / (profit)
from ordinary activities
Decrease in income tax benefit due to:
Tax benefit on losses not recognised
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
(116,671)
(125,921)
24,005
(81,268)
116,671
125,921
(24,005)
81,268
Income tax expense
-
-
-
-
b
Deferred tax assets
Future income tax benefit not taken
into account
The potential future income tax
benefit arising from tax losses and
temporary differences has not been
recognised as an asset because
recovery of tax assets is not probable.
Tax losses carried forward
Temporary differences
696,737
84,236
780,973
471,421
-
471,421
696,737
1,945,107
2,641,884
471,421
1,425,602
1,897,023
The potential future income tax benefit will only be obtained if:
i.
the Group and the Company derive future assessable income of a nature and an amount
sufficient to enable the benefit to be realised;
ii. the Group and the Company continue to comply with the conditions for deductibility imposed
by the law; and
iii. no changes in tax legislation adversely affect the realising of the benefit.
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
428,971
794,535
143,836
648,120
8 Cash and cash equivalents
Current
Cash at bank
* The average effective interest rate for
2008 was 4.50% (2007 5.25%).
63
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
9 Trade and other receivables
Current
Security deposits
Sundry debtors
GST receivable
10 Other current assets
Current
Prepayments
11 Other receivables
Non-current
Amount owing by Geopacific Limited
Provision for impairment loss
Amount owing by Beta Limited
Provision for impairment loss
Amount owing by Millenium Mining
(Fiji) Limited
Provision for impairment loss
Total other receivables
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
39,530
30,252
47,682
30,795
121,230
107,578
-
-
3,327
-
-
3,809
117,464
259,603
3,327
3,809
-
-
-
-
-
-
-
-
-
-
-
19,802
-
19,802
-
-
-
-
-
-
-
-
-
-
3,919,221
(76,117)
2,887,284
(26,651)
3,843,104
2,860,633
2,992,246
(2,613,965)
2,569,569
(2,302,080)
378,281
267,489
2,070,087
(1,635,998)
434,089
-
-
-
4,655,474
3,128,122
64
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
12 Exploration expenditure
Non-Current
Costs carried forward in respect of areas of interest in Fiji in exploration and evaluation phase
are:
Tenement
SPL 1216 Nabila
SPL 1361 Sabeto
SPL 1368 Vuda
SPL 1377 Nuku
SPL 1415 Kavukavu
SPL 1434 Nadi South
CX 667 Nadovu
Millenium
Beneficial
Interest of the
Group
100%
100%
80%
100%
100%
100%
100%
100%
Rakiraki Joint Venture
50%
(SPL 1231, 1373, 1436)
Movement
Consolidated
2007
$
2008
$
Parent
2008
$
2007
$
1,784,998
123,941
1,173,358
876,057
498,294
1,261,981
13,021
624,555
6,356,205
721,282
13,000
58,852
818,133
673,717
-
991,819
9,620
896
2,566,037
896,056
69,401
18,867
237,655
117,258
-
93,592
2,800
-
539,573
-
13,001
16,035
189,914
83,732
-
81,006
-
-
383,688
181,365
7,077,487
3,462,093
539,573
565,053
Carrying value – beginning of year
Additions
Acquisition of controlled entity
Exchange rate variations
Recoveries from joint venture parties
Amounts written off
3,462,093
1,159,964
2,221,340
663,678
(429,588)
-
1,796,828
1,758,552
-
(93,287)
-
-
565,052
303,533
-
-
(329,012)
-
169,735
395,318
-
-
-
-
Carrying value – end of year
7,077,487
3,462,093
539,573
565,053
13 Property, plant and equipment
Non-Current
Plant, vehicles and equipment
At Directors’ valuation of market value at
1 January 1999
At Cost
Less: Provision for depreciation
Movement
Carrying value – beginning of year
Additions
Depreciation (included in exploration
expenditure)
Depreciation (included in profit and loss)
Carrying value – end of year
9,639
14,659
(4,874)
19,424
8,385
14,659
(3,509)
(111)
19,424
-
6,481
(923)
5,558
6,370
-
-
(812)
-
6,481
(111)
6,370
-
6,481
-
(111)
5,558
6,370
9,639
28,433
(9,446)
28,626
19,424
13,774
(1,845)
(2,727)
28,626
65
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
14 Financial Assets
Non-current available-for-sale assets
Investments in Unlisted Securities
. Shares in Beta Limited
. Shares in Geopacific Limited
. Shares in Millenium Mining (Fiji) Ltd
Provision for loss on investment
Consolidated
2007
2008
Parent
2008
2007
$
$
-
-
-
-
-
$
15,372
1,866,993
684,907
(1,882,365)
684,907
$
15,372
1,866,993
-
(1,882,365)
-
-
-
-
-
-
Available for sale financial assets comprise investments in the ordinary issued capital of
controlled entities. There are no fixed returns or fixed maturity date in relation to these
assets.
The fair value of available for sale unlisted financial assets can not be reliably measured as
variability in the range of reasonable fair value estimates is significant. Management has
determined that the best estimate of the fair values of the available for sale investments in
controlled entities approximates the net assets of the entity concerned and has made
provision for impairment based on those estimated fair values.
There is no intention to dispose of any available for sale financial assets at 31 December
2008.
15 Trade and other payables
Current
Trade creditors and accruals
Directors loans
16 Contributed equity
Issued Capital
Balance as at 1 January
56,775,146 (2007 – 39,135,782) fully
paid ordinary shares, and Nil (2007 –
14,286) contributing shares paid to $0.105.
Issues during period:
6,100,000 (2007 – Nil) shares issued at
7.35 cents pursuant to a placement
4,000,000 (2007 – Nil) issued at 14.0 cents
on acquisition of Millenium Mining (Fiji)
Ltd
2,675,250 (2007 – Nil) shares issued at
5.34 cents under Share Purchase Plan
4,864,114 (2007 – Nil) shares issued at
5.65 cents in lieu of payment for services
rendered
Nil (2007 - 3,373,440) shares issued under
prospectus
14,286 (2007 – Nil) partly paid shares
forfeited
Less share issue costs
Balance as at 31 December
83,024
10,693
182,690
18,420
93,717
201,110
40,447
-
40,447
16,929
-
16,929
8,015,267
6,311,996
8,015,267
6,311,996
448,519
560,000
142,962
275,014
-
-
-
-
448,519
560,000
142,962
275,014
-
-
-
-
-
1,821,658
-
1,821,658
(1,500)
(12,044)
9,428,218
-
(118,387)
8,015,267
(1,500)
(12,044)
9,428,218
-
(118,387)
8,015,267
66
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
17 Options
Consolidated and company 2008
Expiry
Date
01.11.2009
01.11.2009
08.05.2012
08.05.2013
01.08.2013
08.05.2014
Issue
Date
01.12.2006
01.12.2006
08.05.2006
08.05.2006
18.09.2008
08.05.2006
06.06.2008
06.06.2008
Total Options on issue
(a)
(b)
Exercise
Price
$0.50
$0.70
$0.20
$0.25
$0.10
$0.30
$0.50
$1.00
Number
on issue
31 December
2007
200,000
200,000
500,000
500,000
-
500,000
-
-
1,900,000
Granted
during
year
-
-
-
-
3,050,000
-
4,000,000
1,000,000
8,050,000
Lapsed
during
year
Exercised
during
year
Number
on issue
31 December
2008
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
200,000
500,000
500,000
3,050,000
500,000
4,000,000
1,000,000
9,950,000
(a) The Options held by the Optionholder are exercisable in whole or in part, not later than five years after
the defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of over 200,000 ounces of
contained gold.
(b) The Options held by the Optionholder are exercisable in whole or in part, not later than ten years after the
defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of over 1,000,000 ounces of contained gold.
18 Reserves
(a)
Reserves
Forfeited share reserve
Foreign currency translation reserve
Share-based payments reserve
(b) Movements
Share-based payments reserve
Balance 1 January
Option expense
Cost of investment
Balance 31 December
Foreign currency translation reserve
Balance 1 January
Exchange gains (losses) during year
Balance 31 December
Forfeited share reserve
Balance 1 January
Shares forfeited during year
Balance 31 December
Total reserves
Consolidated
Parent
2008
$
4,623
2,058,297
425,081
2007
$
3,123
22,776
281,667
2,488,001
307,566
281,667
18,507
124,907
236,178
45,489
45,489
425,081
281,667
22,776
2,035,521
2,058,297
(16,260)
39,036
22,776
3,123
1,500
4,623
3,123
-
3,123
2008
$
4,623
-
425,081
429,704
281,667
18,507
124,907
425,081
-
-
3,123
1,500
4,623
2007
$
3,123
-
281,667
284,790
236,178
45,489
45,489
281,667
-
-
3,123
-
3,123
2,488,001
307,566
429,704
284,790
67
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
18
Reserves (continued)
(c) Nature and purpose of reserves
Share-based payments reserve
The share-based payments reserve records the value of options issued to employees and
Directors which have been taken to expenses and the value of options issued on acquisition of
Millenium Mining (Fiji) Ltd.
Foreign currency translation reserve
The foreign currency translation reserve records unrealised exchange gains and losses during
the year.
Forfeited shares reserve
The forfeited shares reserve records the amount of paid up capital received on shares which
have been forfeited due to non payment of calls.
19 Accumulated losses
Accumulated losses at the beginning of
the year
Profit (loss) for the year
Accumulated losses at the end of the
year
20 Contingent liabilities
Option acquisition payments
Consolidated
Parent
2008
$
2007
$
2008
$
2007
$
(3,968,486)
(388,902)
(3,548,749)
(419,737)
(3,945,710)
80,016
(3,674,816)
(270,894)
(4,357,388)
(3,968,486)
(3,865,694)
(3,945,710)
Tenement
SPL 1361
Due Date
on or before 4 July 2009
Payment
F$200,000 less
option payments
SPL 1368
on or before 22 July
2009
A$512,000 less
option payments
Comments
Payment required for
GPL
purchase
to
100% SPL 1361
Payment required for
GPL to purchase 80%
SPL 1368
68
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
21 Commitments
Tenement Commitments
Entities in the Group are committed for expenditure by way of cash expenditure to retain their
interest in areas over which Special Prospecting Licenses are held.
The following expenditure proposals for 2009 are being considered and these are contingent on
additional funding during 2009 as well as the successful acquisition of Millennium Mining (Fiji) Ltd.
Tenement
SPL1216
SPL 1231/1373
SPL 1361
SPL 1368
SPL 1377
SPL 1415
SPL 1434
SPL 1436
Renewal
Application lodged
to
31 December, 2009
31 December, 2009
31 December, 2009
31 December, 2009
31 December, 2009
Kavukavu Project
16 March 2009
16 March 2009
SPL application CX 667
(enclosing SPL 1377)
First 12 month period
after granting
Expenditure $F
Comments
125,000
25,000
20,000
25,000
15,000
15,000
25,000
15,000
-
50% to be met by JV
partner Imperial Mining
(Fiji) Ltd
50% to be met by JV
partner Imperial Mining
(Fiji) Ltd
It is expected that CX 667
will be granted in 2009
22 Particulars relating to controlled entities
Class of Share
Holding Company
Amount of Investment
Beta Limited
Geopacific Limited
Millenium Mining (Fiji) Limited
Ordinary
Ordinary
Ordinary
2008
%
100
100
100
2007
%
100
100
Nil
2008
$
2007
$
15,372
1,866,993
684,907
15,372
1,866,993
-
2,567,272
1,882,365
Geopacific Limited , Beta Limited and Millenium Mining (Fiji) Limited are companies
incorporated and carrying on business in Fiji.
Details of the acquisition of Millenium Mining (Fiji) Limited are contained in note 30.
69
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
23 Key management personnel disclosures
(a) Directors
The names of each person holding the position of Director of Geopacific Resources NL during the
financial year were:
I J Pringle
R J Fountain
W A Brook
R H Probert
I N A Simpson
C K McCabe (alternate for INA Simpson)
(b) Other key management personnel
All Directors are identified as key management personnel under AASB 124 “Related Party
Disclosures”.
There are no other staff that meet the definition of key management personnel.
(c) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2008
$
278,194
-
18,507
296,701
2007
$
376,310
-
45,489
421,799
Parent
2008
$
178,379
-
18,507
196,886
2007
$
245,475
-
45,489
290,964
The Company has taken advantage of the relief provided by the Corporations Regulations and has
transferred the detailed remuneration disclosures to the Directors’ Report. The relevant information can be
found in sections A-D of the remuneration report included in the Directors Report.
(d) Key management personnel Loans
Director
W A Brook
This loan is non-interest bearing.
2008
$
2007
$
10,693
18,420
70
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
23 Key management personnel disclosures (continued)
(e) Equity instrument disclosures relating to key management personnel
(i)
Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options,
together with terms and conditions of the options, can be found in section D of the remuneration
report included in the Directors Report.
(ii) Option holdings
The numbers of options over ordinary shares in the Company held during the financial year by
each Director of the Company and other key management personnel of the Group, including their
personally related parties, are set out below.
2008
Balance at
the start of
Name
the year
Directors of Geopacific Resources Ltd
1,500,000
-
-
-
-
-
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
Granted during
the year as
compensation
Exercised
during the
year
Other
changes
during the
year
Balance at
the end of
the year
Vested and
exercisable
at the end of
the year
-
-
-
-
-
-
-
-
-
-
-
-
- 1,500,000
-
-
2,500,000 2,500,000
-
-
-
-
-
-
1,000,000
-
2,500,000
-
-
-
No options are vested and unexercisable at the end of the year.
2007
Balance at
the start of
the year
Name
Directors of Geopacific Resources Ltd
-
-
-
-
-
-
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
Granted during
the year as
compensation
Exercised
during the
year
Other
changes
during the
year
Balance at
the end of
the year
Vested and
exercisable
at the end of
the year
1,500,000
-
-
-
-
-
-
-
-
-
-
-
- 1,500,000
-
-
-
-
-
-
-
-
-
-
500,000
-
-
-
-
-
71
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
23 Key management personnel disclosures (continued)
(e) Equity instrument disclosures relating to key management personnel (continued)
(iii)
Share holdings
The numbers of shares in the Company held at the end of the financial year by each Director of the Company
and other key management personnel of the Group, including their personally related parties, are set out below.
There were no shares granted during the reporting period as compensation.
2008
Balance at
the start of
the year
2007
Name
Ordinary shares
Directors of Geopacific Resources Ltd
60,000
4,591,083
692,695
40,000
589,454
-
Balance at
the start of
the year
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
Name
Ordinary shares
Directors of Geopacific Resources Ltd
60,000
4,591,083
692,695
40,000
589,454
-
I J Pringle
W A Brook
I N A Simpson
R J Fountain
R H Probert
C K McCabe
Received during the
year on the exercise
of options
Other changes
during the year
Balance at the end of the
year
-
-
-
-
-
-
Received during the
year on the exercise of
options
92,250
(313,330)
5,036,900
-
-
-
152,250
4,277,753
5,729,595
40,000
589,454
-
Other changes
during the year
Balance at the end of the
year
-
-
-
-
-
-
-
-
-
-
-
-
60,000
4,591,083
692,695
40,000
589,454
-
72
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
24 Related party transactions
All transactions with related parties are on normal commercial terms and conditions.
Consolidated
2008
$
2007
$
REPAYMENT OF LOANS
A controlled entity, Geopacific Limited, repaid loans from a
director, Mr WA Brook.
RENTAL INCOME
A controlled entity, Geopacific Limited, subleases office and storage
space to companies associated with a director, Mr WA Brook.
7,727
601
-
-
INTERCOMPANY LOANS
The Holding Company, Geopacific Resources NL, advanced funds
to controlled entities for exploration expenditure incurred on the
company's tenements.
- Geopacific Limited
- Beta Limited
- Millenium Mining (Fiji) Limited
INTERCOMPANY LOAN BALANCES
The balance of loans advanced to controlled entities at the end of the
year are:
- Geopacific Limited
- Beta Limited
- Millenium Mining (Fiji) Limited
These balances are eliminated on consolidation.
616,916
29,702
191,245
1,394,464
2,569,568
-
3,919,221
2,992,246
2,070,087
2,887,884
2,569,568
-
25 Share-based payments
(a) Employee Option Plan
The establishment of the Geopacific Resources NL Employee Option Plan was approved by
shareholders at the 2001 annual general meeting. All staff and consultants are eligible to
participate in the plan.
Options are granted under the plan for no consideration. Options are granted for a five year period.
Options granted under the plan carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share.
The exercise price of options is based on the weighted average price at which the Company’s
shares are traded on the Australian Stock Exchange during the five trading days immediately
before the options are granted.
Set out below are summaries of options granted under the plan:
73
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
25 Share-based payments (continued)
Grant date
Expiry date
Exercise price Value per option at
Date vesting
8 May 2006
8 May 2006
8 May 2006
8 May 2012
8 May 2013
8 May 2014
1 December 2006 1 November 2009
1 December 2006 1 November 2009
$0.20
$0.25
$0.30
$0.50
$0.70
grant date
$0.0843
$0.0757
$0.0708
$04945
$0.4498
8 May 2008
8 May 2009
8 May 2010
1 December 2007
1 December 2007
No options were exercised or forfeited during the periods covered by the above tables.
The weighted average remaining contractual life of share options outstanding at the end of the
period was 5.75 years (2007 – 4.62 years).
The assessed fair value at grant date of options granted to the individuals is allocated equally over
the period from grant date to vesting date, and the amount is included in the remuneration tables
above. Fair values at grant date are independently determined using a Black-Scholes option
pricing model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk-free interest rate for the term of the option.
The model inputs for the options granted during the year ended 31 December 2008 on the
acquisition of Millenium Mining (Fiji) Ltd included:
(a) options are granted for no consideration
(b) exercise price
(c) grant date
(d) vesting date
(d) expiry date
(e) share price at grant date
(f) expected price volatility of the Company’s shares
(g) expected dividend yield
(h) risk-free interest rate
2008
2008
$0.50
6.06.2008
6.06.2008
6.06.2015
$0.14
90.0%
0.0%
7.0%
$1.00
6.06.2008
6.06.2008
6.06.2028
$0.14
90.0%
0.0%
7.0%
26 Events occurring after the balance sheet date
The 14,286 partly paid shares which were forfeited during the year were auctioned on 31 January 2009
for a consideration of $143.
No other matters or circumstances have arisen since 31 December 2008 that have significantly
affected or may significantly affect the Group’s operations in future financial years, or the results of
those operations in future financial years, or the Group’s state of affairs in future financial years.
27 Segment information
The Group operates in one business segment being mineral exploration in Fiji.
74
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
28
Loss per share
(a) Basic loss per share
Loss attributable to the ordinary equity holders of the Company
(b) Diluted loss per share
Loss attributable to the ordinary equity holders of the Company
(c) Reconciliation of loss used in calculating loss per share
Basic loss per share
Loss attributable to the ordinary equity holders of the Company used in
calculating basic loss per share
Diluted loss per share
Loss attributable to the ordinary equity holders of the Company used in
calculating diluted loss per share
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
The options on issue as stated in note 17 have not been taken into
account for dilution purposes as they are not considered to be dilutive
due to the exercise prices being in excess of the current share price.
29
Financial Instruments Disclosures
Consolidated
2008
Cents
2007
Cents
(0.88)
(1.08)
(0.88)
(1.08)
Consolidated
2008
$
2007
$
(388,902)
(419,737)
(388,902)
(419,737)
Consolidated
2008
Number
2007
Number
44,208,306
38,856,771
(a)
Capital management
The Group considers its capital to comprise its ordinary share capital and accumulated retained
earnings.
In managing its capital, the Group’s primary objective is to ensure its continued ability to
provide a consistent return for its equity shareholders through a combination of capital growth
and distributions. In order to achieve this objective, the Group seeks to maintain a gearing ratio
that balances risks and returns at an acceptable level and also to maintain a sufficient funding
base to enable the Group to meet its working capital and strategic investment needs. In making
decisions to adjust its capital structure to achieve these aims, either through altering its dividend
policy, new share issues, or reduction of debt, the Group considers not only its short-term
position but also its long-term operational and strategic objectives.
75
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
(a)
Financial Instruments Disclosures (Continued)
Capital management (continued)
It is the Group’s policy to maintain its gearing ratio within the range of 0-25% (2007: 0-25%). The
Group’s gearing ratio at the balance sheet date is shown below:
Cash and cash equivalents
Loans
Net debt
Share capital
Reserves
Accumulated losses
Total capital
Consolidated
2008
$
2007
$
428,971
(10,693)
419,279
794,535
(18,420)
776,115
9,428,218
2,488,001
(4,357,388)
7,558,831
8,015,267
307,566
(3,968,486)
4,354,347
Gearing ratio
0.00%
0.00%
(b)
Financial instrument risk exposure and management
In common with all other businesses, the Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks,
its objectives, policies and processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this note.
(c)
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk
arises, are as follows:
other receivables;
cash at bank; and
trade and other payables.
76
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(d) General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management
objectives and policies and has the responsibility for designing and operating processes that
ensure the effective implementation of the objectives and policies to the Group’s finance
function. The Board receives monthly reports through which it reviews the effectiveness of the
processes put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group’s competitiveness and flexibility. Further details regarding
these policies are set out below:
(i)
Credit risk
Credit risk arises principally from the Group’s trade receivables and investments in
corporate bonds. It is the risk that the counterparty fails to discharge its obligation in
respect of the instrument.
Other receivables
Other receivables comprise GST receivable, security deposits and sundry receivables.
Credit worthiness of debtors is undertaken when appropriate.
The maximum exposure to credit risk at balance date is as follows :
Security Deposits
Other receivables
GST receivables
Amounts due from
wholly owned
controlled entities
Consolidated
Parent
2008
$
39,530
30,252
47,682
2007
$
30,795
121,230
107,578
2008
$
-
-
3,327
2007
$
-
-
3,809
-
117,464
-
259,603
4,655,474
4,658,801
3,128,122
3,131,931
77
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(ii)
Liquidity risk (continued)
The Board receives cash flow projections on a quarterly basis as well as information
regarding cash balances. At the balance sheet date, these projections indicated that the
Group expected to have sufficient liquid resources to meet its obligations under all
reasonably expected circumstances.
The risk implied from the values shown in the table below, reflects a balanced view of
cash inflows and outflows. Trade payables and other financial liabilities mainly originate
from the financing of assets used in our ongoing operations such as property, plant,
equipment and investments in working capital (e.g., trade receivables). These assets are
considered in the Group's overall liquidity risk.
Carrying
Amount
$
Contractual
Cash flows
$
< 6 mths
$
6- 12
mths
$
1-3
years
$
> 3
years
$
Maturity Analysis - Consolidated - 2008
Financial Liabilities
Trade Creditors
Loans
TOTAL
83,024
10,693
93,717
Maturity Analysis - Consolidated - 2007
Financial Liabilities
Trade Creditors
Loans
TOTAL
182,690
18,420
201,110
83,024
10,693
93,717
83,024
10,693
93,717
182,690
18,420
201,110
182,690
18,420
201,110
(ii)
Liquidity risk (continued)
Maturity Analysis - Parent - 2008
Financial Liabilities
Trade Creditors
TOTAL
40,447
40,447
Maturity Analysis - Parent - 2007
Financial Liabilities
Trade Creditors
TOTAL
16,929
16,929
(iii) Market risk
40,447
40,447
40,447
40,447
16,929
16,929
16,929
16,929
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Market risk does not arise as the Group does not use interest bearing, tradable and
foreign currency financial instruments.
78
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(d) General objectives, policies and processes (Continued)
(iv)
Interest rate risk
The Group does not have any exposure to fluctuations in interest rates that are inherent in
financial markets. The Board makes investment decisions after considering advice received from
professional advisors.
The Group's exposure to interest rate risk and the effective weighted average interest rate for
classes of financial assets and financial liabilities is set out below:
2008
Note
Financial assets:
Cash assets 8
Receivables 9
Weighted average interest rate
Financial liabilities:
Payables 15
Floating
Interest
Rate
428,971
-
428,971
4.50%
-
-
Net financial assets (liabilities)
428,971
2007
Financial assets:
Cash assets 8
Receivables 9
Weighted average interest rate
Financial liabilities:
Payables 15
Net financial assets (liabilities)
794,535
-
794,535
5.25%
-
-
794,535
Non-
interest
bearing
Total
-
117,464
117,464
428,971
117,464
546,435
(93,717)
(93,717)
(93,717)
(93,717)
23,747
452,718
-
259,603
259,603
794,535
259,603
1,054,138
(201,110)
(201,110)
(201,110)
(201,110)
6,620
801,155
Fixed interest rate maturing in:
Over 1
to 5
years
More
than 5
years
1 Year
or Less
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
79
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(d) General objectives, policies and processes (continued)
(iv)
Interest rate risk (continued)
The following sensitivity analysis is based on the interest rate risk exposure in existence at the balance
sheet date. The analysis assumes all other variables remain constant.
Sensitivity Analysis
Consolidated
+2% interest
rate
-2% interest
rate
Profit & Loss Profit & Loss
8,579
8,579
(2,574)
(8,579)
(8,579)
2,574
Parent
+2% interest
rate
Profit & Loss
-2%
interest rate
Profit &
Loss
2,877
2,877
(863)
(2,877)
(2,877)
863
Carrying
amount
143,836
143,836
6,005
(6,005)
2,014
(2,014)
15,891
15,891
(4,767)
(15,891)
(15,891)
4,767
648,120
648,120
12,962
12,962
(3,889)
(12,962)
(12,962)
3,889
11,124
(11,124)
9,073
(9,073)
2008
Carrying
amount
Cash assets
428,971
428,971
Tax charge of 30%
Post tax profit increase /
(decrease)
2007
Cash assets
794,535
794,535
Tax charge of 30%
Post tax profit increase /
(decrease)
(v) Currency risk
The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in
their functional currency (AUD) with the cash generated from their own operations in that
currency. Where Group entities have liabilities denominated in a currency other than their
functional currency (and have insufficient reserves of that currency to settle them) cash already
denominated in that currency will, where possible, be transferred from elsewhere.
The Group’s exposure to foreign currency risk is as follows:
Cash at bank
Loans
Intercompany
loans
Net Exposure
Consolidated
Parent
2008
$FJ
343,589
(12,929)
2007
$FJ
171,593
(7,430)
2008
$FJ
-
-
-
330,660
-
164,163
10,767,382
10,767,382
2007
$FJ
-
-
7,404,141
7,404,141
80
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(d) General objectives, policies and processes (continued)
(v)
Currency risk (continued)
The following sensitivity analysis is based on the foreign currency risk exposures in existence at the balance
sheet date.
The below analysis assumes all other variables remain constant.
Consolidated
+10%
FJD/AUD
Profit &
Loss
AUD$
Carrying
amount
$FJ
343,589 28,832
(1,069)
(12,929)
-10%
FJD/AUD
Profit &
Loss
AUD$
(28,832)
1,069
Carrying
amount
$FJ
-
-
Parent
+10%
FJD/AUD
Profit &
Loss
AUD$
-
-
-10%
FJD/AUD
Profit & Loss
AUD$
-
-
Tax charge of 30%
Post tax profit increase /
(decrease)
-
330,660
-
27,763
(8,329)
-
10,767,382
(27,763) 10,767,382
8,329
890,750
890,750
(267,225)
(890,750)
(890,750)
267,225
19,434
(19,434)
623,525
(623,525)
171,593
(7,430)
12,646
(548)
(12,646)
548
-
-
-
-
-
-
-
-
164,163 12,098
( 3,629)
-
(12,098)
3,629
7,404,141
7,404,141
545,685
545,685
(163,706)
(545,685)
(545,685)
163,706
8,469
(8,469)
381,979
(381,979)
Tax charge of 30%
Post tax profit increase /
(decrease)
(vi)
Sovereign risk
Country or sovereign risk relates to the likelihood that changes in the business
environment will occur that reduce the profitability of doing business in a country.
These changes can adversely affect operating profits as well as the value of assets.
Types of country risk include;
81
Sensitivity
Analysis
2008
Cash at bank
Loans
Intercompany
loans
2007
Cash at bank
Loans
Intercompany
loans
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
Financial Instruments Disclosures (Continued)
(d) General objectives, policies and processes (continued)
(vi)
Sovereign risk (continued)
Political changes. Governments may change economic policies. Changes in the ruling
party in Australia or Fiji (brought about by elections, coups or wars) may result in major
policy changes. This could result in expropriation of the Company’s exploration leases,
inability to repatriate future profits, higher taxes, higher tariffs and import costs,
elimination of FDI incentives, domestic ownership requirements and local content
requirements.
Macroeconomic mismanagement. The Australian and Fiji governments may pursue
unsound monetary and fiscal policies which may lead to inflation, higher interest
rates, recession and hard currency shortage.
Other types of country risk include war and labour unrest which could result in higher
costs and work stoppages.
The Group has maintained a working policy of keeping all relevant Government offices
informed and updated on activities to allow clear avenues of communication with
Government authorities and an understanding of any policy changes and any affects that
they may have on the Group’s work. Regular meetings, field visits and discussion
Groups are held with staff of the Mineral Resources Department of Fiji and these include
Ministerial and senior management briefings.
(e)
Accounting policies
(i)
Financial assets
The Group’s financial assets fall into the categories discussed below, with the allocation
depending to an extent on the purpose for which the asset was acquired. The Group
does not use derivative financial instruments in economic hedges of currency or interest
rate risk. The Group has not classified any of its financial assets as held to maturity.
Unless otherwise indicated, the carrying amounts of the Group’s financial assets are a
reasonable approximation of their fair values.
Other receivables
These assets are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They arise principally though the sale of assets and
GST receivable. They are initially recognised at fair value plus transaction costs that are
directly attributable to the acquisition or issue and subsequently carried at amortised cost
using the effective interest rate method, less provision for impairment.
The effect of discounting on these financial instruments is not considered to be material.
82
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
29
(e)
Financial Instruments Disclosures (Continued)
Accounting policies (continued)
(i)
Financial assets (continued)
Impairment provisions are recognised when there is objective evidence (such as
significant financial difficulties on the part of the counterparty or default or significant
delay in payment that the Group will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the difference between the
net carrying amount and the present value of the future such provisions are recorded in a
separate allowance account with the loss being recognised within administrative
expenses in the income statement. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the associated
provision.
Available for sale
Non-derivative financial assets not included in the above categories are classified as
available for sale. They are carried at fair value with changes in fair value recognised
directly in the available for sale reserve. Where there is a significant or prolonged
decline in the fair value of an available for sale financial asset (which constitutes
objective evidence of impairment), the full amount of the impairment, including any
amount previously charged to equity, is recognised in the income statement. Purchases
and sales of available for sale financial assets are recognised on settlement date with any
change in fair value between trade date and settlement date being recognised in the
available for sale reserve. On sale, the amount held in the available for sale reserve
associated with that asset is removed from equity and recognised in the income
statement. Interest on corporate bonds classified as available for sale is calculated using
the effective interest method and is recognised in finance income in the income
statement.
Financial liabilities
The Group classifies its financial liabilities as measured at amortised cost. The Group
does not use derivative financial instruments in economic hedges of currency or interest
rate risk.
Unless otherwise indicated, the carrying amounts of the Groups financial liabilities are a
reasonable approximation of their fair values.
These financial liabilities include trade payables and other short-term monetary
liabilities, which are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that
they do not meet the definition of a financial liability. The Groups ordinary shares are
classified as equity instruments.
For the purposes of these disclosures, the Group considers its capital to comprise its
ordinary share capital, and accumulated retained earnings. Neither the available for sale
reserve nor the translation reserve is considered as capital. There have been no changes
in what the Group considers to be capital since the previous period.
The Group is not subject to any externally imposed capital requirements.
(ii)
(iii)
83
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
30
Information Relating To Acquisition Of Subsidiaries
Consolidated
Acquisitions
On 6 June 2008 the company acquired all of the
issued shares of Millenium Mining (Fiji) Ltd
Consideration
Cash paid
Shares in GPR issued
Options issued
2008
$
2007
$
-
560,000
124,907
684,907
60,352
624,555
-
-
-
-
-
-
Less fair value of net assets acquired
Goodwill on consolidation
Details of consideration
Shares in GPR issued
Number of shares in GPR issued
Share price on date of acquisition
Value of shares issued
Options in GPR issued
Number of shares in GPR issued
Option value on date of acquisition
Value of options issued
-
-
-
-
-
-
-
-
The assessed fair value at grant date of options granted is independently determined using a
Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the
option.
The model inputs for the options granted during the year ended 31 December 2008 on the
acquisition of Millenium Mining (Fiji) Ltd included:
-
4,000,000
$0.14
560,000
-
4,000,000
$0.031
124,907
(a) options are granted for no consideration
(b) exercise price
(c) grant date
(d) vesting date
(d) expiry date
(e) share price at grant date
(f) expected price volatility of the Company’s shares
(g) expected dividend yield
(h) risk-free interest rate
2008
2008
$0.50
6.06.2008
6.06.2008
6.06.2015
$0.14
90.0%
0.0%
7.0%
$1.00
6.06.2008
6.06.2008
6.06.2028
$0.14
90.0%
0.0%
7.0%
84
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
30
Information Relating To Acquisition Of Subsidiaries (continued)
The carrying amounts of assets and liabilities
immediately before the combination is the same as
that recognised on acquisition, shown below by
major class, are:
Acquiree's
carrying
amount
Fair value
$
$
Cash at bank
Exploration expenditure
Less loan accounts
Net assets of entities acquired
Inflow of cash on acquisition of subsidiaries
Cash balance acquired
Net inflow of cash on acquisition of subsidiaries
35
1,595,882
(1,535,565)
60,352
35
1,595,882
(1,535,565)
60,352
2008
$
-
35
35
Loss since acquisition of acquired business
43,591
Contingent liabilities acquired
No contingent liabilities were acquired.
85
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
31 Notes to the cash flow statements
(a) For the purpose of the Cash Flow Statements, cash and cash equivalents includes cash at bank.
Cash and cash equivalents at the end of the financial year as shown in the Cash Flow Statements is
reconciled to the related items in the Balance Sheets as follows:
Consolidated
2008
$
2007
$
Parent
2008
$
2007
$
Cash at Bank
428,971
794,535
143,836
648,120
(b) Non Cash Financing
Shares and options issued as
payment for the acquisition of
Millenium Mining (Fiji) Ltd
Shares issued in lieu of payment for
services rendered
Exchange rate fluctuations in
exploration expenditure
Exchange rate fluctuations in
intercompany loans
Exploration expenditure acquired on
acquisition of Millenium Mining (Fiji)
Ltd
Intercompany loans acquired on
acquisition of Millenium Mining (Fiji)
Ltd
(c)
Reconciliation of Cash Flows from
Operating Activities
684,907
275,014
663,678
-
2,221,341
-
-
-
-
-
-
-
684,907
275,014
-
891,827
-
1,535,621
-
-
-
-
-
-
Profit (loss) for the year
(388,902)
(419,737)
80,016
(270,894)
Depreciation
Impairment loss
Options expense
Unrealised exchange gains
Changes in Assets and Liabilities:
(Decrease)/increase in receivables
Decrease in other assets
(Decrease)/increase in payables
2,727
-
18,507
-
111
-
45,489
-
812
461,728
18,507
(891,927)
111
(113,004)
45,489
-
142,139
19,801
(99,665)
(92,296)
(2,139)
(74,686)
482
19,801
23,518
3,928
(2,140)
31,945
Net Cash from Operating Activities
(305,393)
(543,258)
(287,063)
(304,565)
86
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
CORPORATE GOVERNANCE STATEMENT
The Board of Directors is responsible for the corporate governance of the Company including its
strategic development, and has adopted the following principles:
Accountability - The Board is accountable to the Company Shareholders for the performance of the
Company and will have overall responsibility for its operations. Day to day management of the
Company’s affairs and the implementation of the corporate strategy and policy initiatives is delegated
by the Board to the Managing Director.
Board Composition - The Directors consider the size and composition of the Board is appropriate
given the size and status of the Company. However, the Company’s constitution provides that at every
annual general meeting, one third of the Directors shall retire from office but may stand for re-election.
Conflicts of Interest - In accordance with the Corporations Act and the Company’s constitution, the
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially
conflict with those of the Company.
Director and Senior Management Dealings in Company Securities - The Company’s constitution
permits the Directors to acquire securities in the Company. However, the Company policy prohibits
Directors and senior management from trading the Company’s securities at any time whilst in
possession of price sensitive information, and for 24 hours after any major announcements, the release
of the Company’s annual financial results to the ASX or the annual general meeting.
Board Committees - The Board of Directors takes ultimate responsibility for corporate governance
including the functions of establishing compensation arrangements of the Managing Director and its
senior executives and officers, appointment and retirement of non-executive Directors, appointment of
auditors,
and
Remuneration/Nomination Committees. The Board seeks independent professional advice as necessary
in carrying out its duties and responsibilities.
risk, maintenance of
areas of business
and Audit
standards
ethical
Continuous Disclosure - The Company has a policy that all the Company shareholders and investors
have equal access to the Company’s information and that shareholders will be informed of all major
developments affecting the Company’s state of affairs. The Chairman of the Board ensures that all price
sensitive information is disclosed to the ASX in accordance with the continuous disclosure requirements
of the Corporations Act and the ASX Listing Rules. The Company secretary has primary responsibility
for all communications with the ASX.
Code of Ethics - The Directors, management and staff are expected to perform their duties for the
Company in a professional manner and act with the utmost integrity and objectivity, striving at all times
to enhance the reputation and performance of the Company.
Share Based Payments - The Company has and intends to issue options to Directors and senior staff as
an incentive in relation to performance of their duties.
87
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
ASX INFORMATION
The shareholder information set out below was applicable as at 24 March 2009.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1
1,001
5,001
10,001
100,001 and over
-
-
-
-
Total
1000
5,000
10,000
100,000
Class of equity security
Ordinary shares
Number
10
49
134
207
75
475
Shares
5,614
167,420
1,269,201
7,768,737
47,578,460
56,789,432
There were 196 holders of less than a marketable parcel of 11,111 ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
Finders Capital Ltd
Mr I Simpson
Exploration Drilling Services (Fiji) Ltd
Mr W A Brook
Yarraandoo Pty Ltd (Yarraandoo Super Fund A/C)
Otter Gold Mines Ltd
Exploration Drilling Services (Fiji) Ltd
Mrs S K Brook
L Anderson Investments Pty Ltd
Kurraba Investments Pty Ltd
Exploration Drilling Services (Fiji) Ltd
Sheila Anderson Investments Pty Ltd
Romadak Pty Ltd
Mr O L Hegarty
Mr R & Miss K F Jansen
Graham Jull & Associates Ltd
Pacific Western Enterprises Pty Ltd
Mr R H Probert
UBS Nominees Pty Ltd
Moondance Ventures Ltd
Total of Top 20 share holdings
Other shareholders
Total ordinary shares
Ordinary shares
Number
held
5,900,000
5,692,695
5,172,212
2,758,003
1,962,600
1,808,451
1,600,000
1,409,050
1,100,000
1,092,250
1,000,000
900,000
750,000
750,000
613,258
595,894
595,238
589,454
529,240
502,008
35,320,353
21,469,079
56,789,432
Percentage of
issued shares
10.389
10.024
9.108
4.857
3.456
3.184
2.817
2.481
1.937
1.923
1.761
1.761
1.321
1.321
1.080
1.049
1.048
1.038
0.932
0.884
62.195
37.805
100.000%
88
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
ASX INFORMATION
C. Substantial holders
Substantial holders in the Company are set out below:
Substantial Shareholder
(extracts from Substantial Shareholder Register)
Ordinary shares
Exploration Drilling Services (Fiji) Ltd
Finders Capital Ltd
Mr INA Simpson
Mr W A Brook
D. Voting rights
Shareholding
Number held Percentage
8,872,212
5,900,000
5,692,695
4,167,053
15.623
10.389
10.024
7.338
The voting rights attaching to each class of equity securities are set out below:
(a) Fully paid Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
(b) Partly paid Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote in proportion to the amount paid up on the shares.
(c) There are no voting rights attaching to options.
89
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
ASX INFORMATION
E Summary of options issued
Options expiring 8 May 2012 with an exercise
price of $0.20
Option holders with more than 20% of class
Ian Pringle
Options expiring 8 May 2013 with an exercise
price of $0.25
Ian Pringle
Options expiring 8 May 2014 with an exercise
price of $0.30
Option holders with more than 20% of class
Ian Pringle
Options expiring 1 November 2009 with an
exercise price of $0.50
Option holders with more than 20% of class
Simon Yardley
Roman Leslie
Options expiring 1 November 2009 with an
exercise price of $0.70
Option holders with more than 20% of class
200,000
2
Simon Yardley
Roman Leslie
Options expiring 1 August 2013 with an exercise
price of $0.10
Option holders with more than 20% of class
3,050,000
Ian NA Simpson
Options expiring not later than five years after the
defining on Faddy’s Gold Deposit of a JORC
compliant ore reserve of over 200,000 ounces of
contained gold with an exercise price of $0.50
Option holders with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
L Anderson Investments Pty Ltd
Sheila Anderson Investments Pty Ltd
Options expiring not later than ten years after the
defining on Faddy’s Gold Deposit of a JORC
compliant ore reserve of over 1,000,000 ounces
of contained gold with an exercise price of $1.00
Option holders with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
L Anderson Investments Pty Ltd
Sheila Anderson Investments Pty Ltd
90
No of
options
No of
holders
Options
held
%
Options
Issued
500,000
500,000
500,000
200,000
1
1
1
2
3
5
4,000,000
1,000,000
5
500,000
100.00%
500,000
100.00%
500,000
100.00%
100,000
100,000
50.00%
50.00%
100,000
100,000
50.00%
50.00%
2,500,000
81.97%
1,600,000
1,100,000
900,000
40.00%
27.50%
22.50%
400,000
275,000
225,000
40.00%
27.50%
22.50%
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
SCHEDULE OF TENEMENTS
Tenement Schedule
Tenement
Location
Area
Status
SPL 1377 NUKU
100% GPL
50 km NNW
of Suva
2,370 ha
SPL 1434
NADI SOUTH
100% GPL
7 km
SE of Nadi
7,450 ha
Raki Raki
Approx.
7,790 ha.
Raki Raki
Approx.
3,440 ha.
SPL 1231
RAKI RAKI
50% Beta
50% Peninsula
Minerals
SPL 1373
QALAU
50% Beta
50% Peninsula
Minerals
Granted on 15 August
1996 to GPL. Proposed
expenditure was exceeded
in 2008 and an application
for a 12 month renewal to
31 December 2009 has
been lodged with MRD.
Granted on 9 June 2005 to
GPL for an initial 12
month period which was
renewed to 16 March
2008. Proposed
expenditure was exceeded
in 2007 and an application
for a 12 month renewal to
16 March 2009 has been
lodged with MRD.
Granted on 6 November
1985 to Beta. Peninsula
Minerals has earned
50.0%. Proposed
expenditure was exceeded
in 2008 and an application
for a 12 month renewal to
31 December 2009 has
been lodged with MRD.
Granted on 6 July 1995 to
Beta. Peninsula Minerals
has earned 50.0%.
Proposed expenditure was
exceeded in 2008 and an
application for a 12 month
renewal to 31 December
2009 has been lodged with
MRD.
91
Anticipated
Expenditure
F$50,000 is proposed.
Costs 100% GPL
F$50,000 is proposed.
Costs 100% GPL
F$100,000 is proposed.
Costs 50% Beta.
F$25,000 is proposed.
Costs 50% Beta.
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
SCHEDULE OF TENEMENTS
Raki Raki
Approx.
2,500 ha
SPL 1436
TABUKA
50% Beta
50% Peninsula
Minerals
CX 667
NADOVU
SPL application.
Nuku
Approx.
7,300 ha
100% GPL
9,510 ha
15 km
NNE of
Nadi
16 km NE of
Nadi
3,850 ha
SPL 1368
VUDA
GPL has option
to purchase 80%
by GPL by 22
February 2008
and this has been
extended to …..
SPL 1361
SABETO
GPL had a three
year option to
purchase 100%
of SPL 1361 by 4
April 2008 and
this has been
extended to…..
F$25,000 is proposed.
Costs 50% Beta.
F$50,000 is proposed for
first 12 month period
after granting.
Costs 100% GPL
Proposed expenditure of
F$50,000.
Costs 100% GPL.
Proposed expenditure of
F$50,000.
Costs 100% GPL.
Granted on 9 June 2005 to
Beta. Peninsula Minerals
has 50% interest. 2007
expenditure of $23,066
was slightly less than the
proposed $30,000. An
application for a 12 month
renewal to 16 March 2009
has been lodged with
MRD.
Application was lodged on
16 March 2005. Notices
appeared in local
newspapers and in the
Government Gazette in
August 2005. No
objections were received
by the MRD and granting
of CX 667 is expected
during 2009.
Granted on 18 October
1994. Ministerial approval
for a 3 year option to
purchase 80% was granted
on 2 February 2005.
Agreement signed 22
February 2005. Proposed
expenditure was exceeded
in 2008 and an application
for a 12 month renewal to
31 December 2009 has
been lodged with MRD.
Granted on 6 October
1999. Ministerial approval
for a 3 year option to
purchase 100% granted 21
March 2005. Agreement
signed 4 April 2005.
Proposed expenditure was
exceeded in 2008 and an
application for a 12 month
renewal to 31 December
2009 has been lodged with
MRD.
92
GEOPACIFIC RESOURCES NL
ACN 003 208 393
and Controlled Entities
SCHEDULE OF TENEMENTS
SW Nadi
SW Nadi
SPL 1216
NABILA
GPR completed
purchase (100%)
of Millennium
Mining (Fiji) Ltd
(MMF) which
owns SPL1216
on 3 June 2008
SPL 1415
KAVUKAVU
GPR completed
purchase (100%)
of Millennium
Mining (Fiji) Ltd
(MMF) which
owns SPL1216
on 3 June 2008
All approvals for purchase
of MMF have been
obtained.
Proposed Expenditure of
$300,000 to include
scoping studies,
metallurgical wok and
Mining title approvals.
Costs 100% MMF.
All approvals for purchase
of MMF have been
obtained.
Proposed Expenditure of
$50,000.
Costs 100% MMF.
93