RAMELIUS RESOURCES LIMITED
2005 Annual Report
Contents
Chairman’s Report
Managing Director’s Report
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Statement of Financial Performance
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
Shareholder Information
Native Title
Corporate Governance Statement
Glossary of Terms
Corporate Directory
Ramelius Resources Limited
ACN 001 717 540
ABN 51 001 717 540
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60
Annual General Meeting
The 2005 Annual General Meeting will be held at the office of
Ramelius Resources Limited
140 Greenhill Road Unley,
South Australia
on 18 November 2005 commencing at 11am.
A formal notice is mailed to shareholders with the distribution
of this report.
Stock Exchange
The Company is listed on the Australian Stock Exchange
Limited. The Home Exchange is Adelaide.
ASX codes:
Shares : RMS
Options: RMSO
Front Cover Image
Gold nuggets from Wattle Dam
Chairman’s Report
Dear Fellow Shareholder,
It is with great pleasure that I present to you the 2005 Annual Report of Ramelius
Resources Limited.
Your Company has maintained its aggressive exploration strategy throughout the year,
significantly advancing its projects towards development and production.
These efforts have returned several exploration successes, the most notable, are Wattle
Dam Gold Project and the Hilditch Nickel Project within the Company's Flagship
Spargoville Regional Project.
Both of these exciting projects are located within the Company's extensive and highly
prospective tenement holdings, located in one of the most well endowed mineral
provinces in Australia, and are indicative of the potential for major gold and nickel
resources within the Spargoville Project Area.
Your Company successfully completed a placement of 8,666,666 new fully paid ordinary
shares at $0.15 each together with 4,333,333 free attaching listed options to raise gross
funds of AUD $1,300,000 in July this year.
The placement was made to Sprott Asset Management, a major Canadian institutional
investor with a proven track record in gold and precious metals investments and we
welcome them as a new shareholder. This placement, made pursuant to the ASX Listing
Rules, was placed under the Company's 15% capacity. However, the issue of the
attaching options is subject to shareholder approval which will be considered at the
Annual General Meeting.
Funds raised from the issue of the Placement Shares will be used to fast track development
of the high-grade Wattle Dam discovery, expand regional exploration for both gold and
nickel at what is emerging as a major prospective belt covering many
kilometres at Spargoville, and for working capital.
Looking ahead, Ramelius will continue its work to discover the wealth of
mineral resources hidden within its project areas, work which we aim to
fund by cash flow from the proceeds of our first gold production.
It promises to be a very exciting year ahead as we realise production
opportunities and continue to generate and test new targets.
I take this opportunity to thank sincerely our Managing Director Mr Joe
Houldsworth, our employees and consultants for their untiring efforts
throughout the year, shareholders for their loyalty and support and I look forward to what
promises to be an exciting growth phase.
Bob Kennedy
Chairman
September 2005
01
Managing Director’s Report
Over the past year the Company has explored many prospects at quite a pace.
The following statistics give an indication of the level of activity undertaken.
13 separate drill programs in 12 months comprised of:
•
•
•
6,495 metres of Reverse Circulation (RC) drilling for 76 holes.
5,644 metres of Aircore (AC) drilling for 162 holes.
4,695 metres of Rotary Air Blast (RAB) drilling for 114 holes.
Additionally,
•
•
•
164 Auger sample holes.
487 Soil Samples.
223 Gossan Samples.
Further,
• Metallurgical Test work.
• Optimisation Studies.
• Mining Studies.
• Environmental Studies.
• Statutory Approval Applications.
• And a host of Compliance Reporting Requirements.
All of which has been achieved with a small, but highly experienced, cost effective and
successful exploration team.
Several exploration successes over the year have seen Ramelius develop its focus on
two distinct projects for two different commodities, gold and nickel.
At the Wattle Dam Gold Project, a gold resource has been delineated, the development
of which is expected to commence by the end of this quarter.
The Wattle Dam 7800N prospect hosts a resource of 180,000 tonnes at 3.6 g/t gold
(cut) [for 21,000 ounces of gold] which includes the Eastern High Grade Zone
of 76,000 tonnes at 5.9 g/t gold (cut) [for 14,400 ounces of gold].
Though modest in size, the resource's shallow spectacularly high grades and
the ease with which it can be mined will likely significantly enhance the
economic benefit to the Company of mining the Wattle Dam 7800N gold
resource.
The Company expects to commit to mining this gold resource during the December 2005
quarter.
At the Hilditch Nickel Project, massive, disseminated and stringer nickel sulphides have
been intersected below nickel sulphide gossans in the north-eastern section of the
project area, further confirming the fertility of this ultramafic belt.
Both of these projects are located within the Company's Spargoville Regional Project
Area, an area that holds considerable promise.
The forthcoming year should see a cash flow generated from the development of Wattle
Dam Gold Project, and a renewed vigour in exploration at Hilditch Nickel Project and the
many gold targets yet to be tested throughout our Spargoville Regional Project Area.
Once again I would like to thank the Company's Staff, Consultants and Contractors for
their tremendous efforts over the past year. In particular, I thank the Company Secretary
and the Board for their support.
Joe Houldsworth
Managing Director
September 2005
02
Review of Operations
Operational Highlights
HILDITCH PROJECT (Nickel and Gold)
(90% PL's 15/4127 - 4130; MLA 15/1448)
WATTLE DAM PROJECT (Gold)
(100% Gold Rights; EL 15/718; ML's 15/1101; 1263; 1264;
MLA's 15/1323; 1338; PL's 15/3767; 3873; 4479)
(100% Gold and Nickel; PL's 15/4651; 4652; 4653)
Wattle Dam 7800N Prospect
The Company completed 4814 metres of resource definition
RC and aircore drilling for 132 holes to better define the
resource and bring the high grade eastern zone to a nominal
10 metre drilling density.
Spectacular gold grades have been returned from near
surface such as 10 metres at 67 g/t gold from 9 metres
(including 4 metres at 151 g/t gold from 11 metres) in drill
hole WAC064 and at depth, one of the spectacular results was
20 metres at 62 g/t gold from 42 metres (uncut), including
1 metre at 150 g/t gold from 56 metres and 1 metre at 950
g/t gold from 57 metres, in drill hole WAC082.
The high grade gold mineralisation encountered so far in this
drilling program is the subject of ongoing geological
interpretation of the resource model and the ease with which it
can be mined will likely significantly enhance the economic
benefit to the Company of mining the Wattle Dam 7800N gold
resource. Preliminary metallurgical test work indicates that the
ores are free milling, low reagent consumers and offer
significant gravity gold recovery potential.
Environmental studies have been undertaken and statutory
approvals applied for in anticipation of an imminent decision to
mine.
Outlook
Development of the 7800N resource is expected to commence
by the end of this quarter. Drill testing of numerous gold
targets within the Wattle Dam area and the greater Spargoville
Regional area is expected to commence later in the December
2005 quarter.
Massive, disseminated and stringer nickel sulphides intersected
below nickel sulphide gossans in the north-eastern sector of
the tenements became the focus for nickel exploration during
the year.
Hilditch North Nickel Prospect
During the year 45 RC holes were drilled for a total of 4175
metres. The initial 24 holes were targeted on the gossan
locations and follow up drilling of anomalous nickel and
copper intercepts in this drilling lead to the massive sulphide
intersection of 2 metres at 2.4% nickel and 0.3% copper at 73
metres depth in hole HRC025. Subsequent drilling intersected
disseminated nickel sulphides over 2 metres grading 1.1%
nickel and 0.08% copper at a depth of 74 metres in hole
HRC041 located 65 metres further north. Follow up drill hole
HRC052 intersected 5 metres at 1.6% nickel and 0.36%
copper in gossan about 45 metres up dip of the intersection in
hole HRC041.
Only three drill holes have penetrated the prospective horizon
below a vertical depth of 100 metres.
Hilditch Central Nickel Prospect
Located 1400 metres to the south of the Northern Prospect,
10 RC holes for 796 metres were drilled to test nickel sulphide
gossans some of which contained combined platinum and
palladium values in excess of 1 g/t. Some of the initial shallow
holes returned anomalous nickel values, up to 0.4% nickel over
8 metres in hole HRC035 however deeper drilling in hole
HRC044 returned only weak nickel mineralisation grading 0.4%
nickel over 2 metres from 148 metres.
Outlook
Further deep RC drilling is expected to commence on the
Hilditch North Nickel Prospect by the end of the December
2005 quarter, and first pass drilling on the New Wattle Dam
Nickel Prospect during the first quarter of 2006.
Wattle Dam 7800N Ore Body
03
Review of Operations
Financial Highlights
Corporate
Since the end of the financial year, Ramelius Resources
Limited successfully completed a placement of 8,666,666 new
fully paid ordinary shares at $0.15 each together with
4,333,333 free attaching listed options to raise gross funds of
AUD $1,300,000 ("Placement Shares").
Funds raised from the issue of the Placement Shares will be
used to fast track development of the high-grade Wattle Dam
discovery, expand regional exploration for both gold and nickel
at what is emerging as a major prospective belt covering many
kilometres at Spargoville and for working capital. The placement
was made to Sprott Asset Management, a major Canadian
institutional investor with a proven track record in gold and
precious metals investments and pursuant to the ASX Listing
Rules, was placed under the Company's 15% capacity.
However, the issue of the attaching options is subject to
shareholder approval. The placement was coordinated by
Rundle Capital Partners Ltd (Australia) and Max Capital
Markets (Canada).
Drilling Wattle Dam Glory Hole WAC085
04
Review of Operations
Interests in Mining Tenements
The Company's interests in mining tenements are as follows:
Project
Location
Tenement
Status
Associated Acquiring
Tenement
ID
%
Jaurdi/Black Cat Coolgardie M16/34
Jaurdi/Black Cat Coolgardie M16/115
Granted
Granted
Hilditch
Coolgardie M15/1448 Application
Hilditch
Hilditch
Hilditch
Hilditch
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
Wattle Dam
North Widgie
North Widgie
North Widgie
North Widgie
North Widgie
North Widgie
North Widgie
North Widgie
Larkinville
Larkinville
Larkinville
Larkinville
Larkinville
Larkinville
Bonnievale
Bonnievale
Gnarlbine
Gnarlbine
Gnarlbine
Ida Fault
Bullabulling
Bullabulling
Bullabulling
Bullabulling
Bullabulling
Bullabulling
Bullabulling
Coolgardie
Coolgardie
Coolgardie
Coolgardie
P15/4127
P15/4128
P15/4129
P15/4130
E15/718
Coolgardie
Coolgardie M15/1101
Coolgardie M15/1263
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Coolgardie M15/1264
Coolgardie M15/1323 Application
Coolgardie M15/1338 Application
P15/3767
Coolgardie
P15/3873
Coolgardie
P15/4479
Coolgardie
P15/4651
Coolgardie
P15/4652
Coolgardie
P15/4653
Coolgardie
Granted
Granted
Granted
Granted
Granted
Granted
Coolgardie M15/97
Coolgardie M15/99
Coolgardie M15/100
Coolgardie M15/101
Coolgardie M15/102
Coolgardie M15/653
Coolgardie M15/1271 Application
P15/3666
Coolgardie
Granted
Granted
Granted
Granted
Granted
Granted
Granted
E15/689
Coolgardie
Coolgardie
E15/742
Coolgardie M15/1449 Application
Granted
Granted
Coolgardie
Coolgardie
Coolgardie
P15/4213
P15/4214
P15/4464
Coolgardie M15/70
Coolgardie M15/220
Coolgardie
Coolgardie
Coolgardie
E15/762
P15/4507
P15/4508
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Coolgardie
E16/269
Granted
Coolgardie
Coolgardie
Coolgardie
Coolgardie
Coolgardie
Coolgardie
Coolgardie
E15/679
P15/4435
P15/4436
P15/4437
P15/4438
P15/4439
P15/4440
Granted
Granted
Granted
Granted
Granted
Granted
Granted
P15/4127-
4130
M15/1448
M15/1448
M15/1448
M15/1448
P15/3637-
3638
P15/3632
P15/3767
P15/3873
M15/1323
M15/1338
P15/3666
M15/1271
P15/4213-
4214
M15/1449
M15/1449
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
Acquired Registered Beneficial
Owner
Owner
%
Area
Ramelius
Ramelius
Ramelius
Ramelius
341.25 ha
228.80 ha
Ramelius
Ramelius
418.00 ha
90%
90%
90%
90%
90%
90%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Gold Rights
Gold Rights
Gold Rights
Gold Rights
Gold Rights
Gold Rights
Gold Rights
Gold Rights
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
ANM
ANM
ANM
ANM
ANM
ANM
ANM
ANM
Heron
Heron
Pioneer
Pioneer
Pioneer
Pioneer
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Heron
Heron
Pioneer
Pioneer
Pioneer
Pioneer
102.58 ha
114.57 ha
95.67 ha
104.34 ha
18.00 bk
522.00 ha
217.00 ha
85.00 ha
50.00 ha
87.00 ha
60.00 ha
84.00 ha
138. 00 ha
29.00 ha
193.50 ha
33.00 ha
675.85 ha
984.05 ha
957.80 ha
964.25 ha
931.90 ha
999.10 ha
485.70 ha
121.40 ha
28.00 bk
7.00 bk
243.00 ha
121.60 ha
121.40 ha
22.00 ha
52.58 ha
25.02 ha
32.00 bk
191.00 ha
200.00 ha
100%
85%
100%
100%
Ramelius
Ramelius
Ramelius
Ramelius
Linden Gold Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Avoca
Avoca
36.00 bk
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
Pioneer
41.00 bk
162.20 ha
190.03 ha
187.20 ha
192.00 ha
200.00 ha
27.40 ha
Cuddingwarra
Murchison M20/79
Granted
Ingebong Hills
Warburton
E69/1549
Granted
Rhodes
Warburton
E69/1653
Granted
80%
80%
80%
Ramelius
Ramelius
219.00 ha
Ramelius
Ramelius
Ramelius
Ramelius
9.00 bk
6.00 bk
Troy Creek
Warburton
E69/1921
Application
100%
Ramelius
Ramelius
33.00 bk
West Rhodes
Warburton
E69/1924
Application
80%
Ramelius
Ramelius
32.00 bk
05
Review of Operations
Project
Location
Tenement
Status
Associated Acquiring
Tenement
ID
%
Eucalyptus
Eucalyptus
Eucalyptus
Eucalyptus
Mt Margaret M39/464
Mt Margaret M39/465
Mt Margaret M39/466
E39/480
Mt Margaret
Application
Application
Application
Granted
Eucalyptus
Mt Margaret M39/803
Application
M39/803
-804
E39/480
Eucalyptus
Mt Margaret M39/804
Application
E39/480
Lake Seabrook
Lake Seabrook
Parker Range
Parker Range
Parker Range
Yilgarn
Yilgarn
Yilgarn
Yilgarn
Yilgarn
M77/943
Application
E77/1103 Application
Granted
E77/955
M77/1085 Application
P77/3481 Application
M77/1085
E77/955
Royalties
Sandstone
Bulong
Spargos
Reward
Siberia
East
Murchison
East
Coolgardie
Various
Various
Coolgardie
Various
Broad
Arrow
Various
Acquired Registered Beneficial
Owner
Owner
%
Area
50%
50%
50%
50% of
Gold Rights
50% of
Gold Rights
50% of
Gold Rights
Audax
Audax
Audax
NiWest
Ramelius
Ramelius
Ramelius
Ramelius
520.00 ha
898.00 ha
398.00 ha
4.00 bk
NiWest
Ramelius
599.00 ha
NiWest
Ramelius
598.00 ha
90%
100%
100%
100%
100%
Enterprise
Far Corners
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
Ramelius
60.00 ha
1.00 bk
3.00 bk
768.00 ha
38.00 ha
Production
(Gold)
Troy
Resources
Ramelius
Various
Production
(Gold)
3% GGR
(Gold)
Production
(Nickel
& Gold)
Ramelius
Various
Yilgarn
Gold
Limited
Breakaway
Ramelius
Various
Siberia
Mining
Ramelius
Various
Edjudina
Mt Margaret
Various
$0.50M cap St Barbara
Ramelius
Various
Eucalyptus
Mt Margaret
E39/480
M39/803-4
(Gold)
Production
(Nickel)
GME
Ramelius
4.00 bk
RC Drilling at Wattle Dam
Gold in Chlorite
06
Review of Operations
Operational Review
1. WATTLE DAM PROJECT (Gold)
(100% Gold Rights; EL 15/718; ML's 15/1101; 1263;
1264; MLA's 15/1323; 1338; PL's 15/3767; 3873; 4479)
(100% Gold and Nickel; PL's 15/4651; 4652; 4653)
Wattle Dam 7800N Gold Deposit
Resource definition drilling has been completed to a depth of
approximately 60 metres particularly along the high grade
eastern zone with the drilling density at a nominal 10 metres
along strike and 15 metres in the dip direction. This was
undertaken with one program of RC drilling consisting of 1702
metres for 23 holes and three aircore drilling programs
consisting of 3112 metres for 109 holes.
Drilling was conducted on lines spaced 10 metres apart with
drill hole collars on the eastern side generally spaced at 10
metre intervals along the drill lines. Most of these holes were
inclined at 60° to the east while some were inclined at 60° to
the west to confirm dip directions and provide scissor holes
into some of the high grade intercepts. In the north western
portion of the deposit where the mineralisation strikes transverse
to the grid the holes were inclined at 60° and oriented at 45° to
the grid.
All of this drilling is located within the internal limits of the
resource, estimated last year at 155,000 tonnes at 3.3 g/t gold
of which 80,000 tonnes at 3.6 g/t gold was assigned Indicated
Resource status and 75,000 tonnes at 3.0 g/t gold Inferred
Resource status.
The 7800N deposit is contained within a lens shaped gold
mineralised system that extends 200 metres north-south along
strike and is up to 80 metres wide that contains wide zones of
gold mineralisation within which the gold intercepts that comprise
the resource were returned. It is hosted by ultramafic
rocks that have been variably weathered to a depth of 50 to 60
metres. There is a noticeable lack of variation in the geology
throughout the deposit with the dominant lithology being
tremolite-chlorite-talc rock other than on the eastern side
where fine grained amphibole-chlorite lithologies are present.
No lithological control to the gold mineralisation has been
recognised nor is there an obvious relationship between the
mineralisation and interfaces in the weathering profile.
The gold mineralisation is associated with shear zones
however these are not always reliably recognisable within the
powdery drill cuttings. Within these shear zones biotite
alteration is common, quartz is rare and sulphides are
occasionally present at depth.
There are four mineralised zones, the main one being the high
grade Eastern zone, while the North Western zone, the
Northern zone and the Western zone that includes the former
South Western portion and Central zone contain lower grade
gold mineralisation. For the most part the mineralised zones
appear to be vertical to sub-vertical.
The Eastern zone is a composite body of gold mineralisation
interpreted to contain four main “lenses” that hosts a number
of high grade intercepts along a strike length of 100 metres
and to a depth of 50 to 60 metres. At its northern end the
strike changes from north to north-west and it becomes the
North Western zone. The Eastern, North Western and
Northern zones are considered to be the key zones of the
deposit. An area of near surface gold enrichment overlies the
Eastern zone.
The drilling along the eastern zone continued to return gold
mineralisation with substantial grades and widths some of
which are tabulated below, (Table 1). Embedded within many
of these intersections are spectacular one to two metre inter-
cepts with grades in excess of 50 g/t and up to 950 g/t gold.
The frequency of occurrence of these high grade intercepts
indicates that they may be a characteristic of this mineralised
zone, a factor that has been taken into account in compiling
the resource estimate that is presented below. It is notable
that in the drilling in the vicinity of 6527930N to 6527950N,
each hole that intersected the eastern zone around the 50
metre depth, (holes WAC082, 83, 85, 106 and WDRC053)
returned at least one metre of these spectacular grades within
the mineralised zone. This implies that a high grade sub-zone
may be present at this position.
07
Review of Operations
Table 1
Examples of Significant Intersections
Hole ID
GDA
North
East
Azi
Dip
From
(m)
To
(m)
Length
(m)
No Cut
max
50 g/t
Au g/t
Au g/t
WAC042
6527954
356228
90
-60
including
WAC050
6527928
356248
90
-60
WAC064
6527868
356248
90
-60
including
WAC082
6527936
356230
WAC085
6527927
356230
including
and
90
including
and
90
including
-60
-60
WAC092
6527897
356249
90
-60
WAC099
WAC100
WAC103
6527868
6527868
6527849
356261
356271
356237
including
and
270
270
90
including
-60
-60
-60
WAC106
6527927
356270
270
-60
WDRC053
6527936
356270
including
and
270
-60
22
25
4
9
9
11
17
42
56
57
48
51
19
20
21
11
26
36
39
34
38
41
43
31
26
14
14
19
15
18
58
57
58
54
52
23
21
22
17
30
40
40
44
39
42
52
9
1
10
5
10
4
1
16
1
1
6
1
4
1
1
6
4
4
1
10
1
1
9
8.9
45
27
53
67
151
33
76
150
950
133
800
135
300
170
14
11
20
75
86
90
730
14
8.9
16
26
14
10.3
43
14
11
14
13.5
14
A resource based on all the drilling undertaken at the 7800N prospect area has been estimated using the
cross sectional area method. This estimate used a cut off of 4 gram-metres gold with a minimum down
hole length of 4 metres and a maximum of 2 metres down hole for included dilution. Density has been
derived from down hole density logging of seven holes along the eastern side of the deposit. Densities
are 2.5 g/cc near the surface decreasing to 2.0 g/cc at a depth of 20 metres and then increasing to
3.2 g/cc at 40 metres depth. In respect of cutting the values of high grade gold intercepts, the statistical
and physical distribution of these values were examined and it is considered that within the Eastern zone a
“cut” should only be applied to values greater than 50 g/t while in the remainder of the deposit a cut to 12 g/t is
applicable. The resources have been collated into the recognised four zones and a surface zone that overlies the
Eastern zone from the surface to a depth of three metres.
INDICATED
INFERRED
TOTAL
ZONE
Tonnes
Grade
g/t gold
Tonnes
Grade
g/t gold
Eastern
North Western
Northern
Western
Surface
TOTAL
57,000
7,000
16,000
31,000
9,000
120,000
6.1
2.8
2.0
2.0
1.9
4.0
19,000
1,000
12,000
28,000
60,000
5.2
1.8
2.2
1.7
2.9
Tonnes
76,000
8,000
28,000
59,000
9,000
180,000
Grade
g/t gold
5.9
2.7
2.1
1.8
1.9
3.6
08
Review of Operations
Metallurgical test work was undertaken by Amdel Limited on
three samples composited from drill cuttings so as to
represent the Eastern zone upper, Eastern zone lower and the
Western zone. The company's metallurgical consultant
examined the results of this test work and advised that the
ores are free milling, low reagent consumers and offer
significant gravity gold recovery potential. At a coarse grind
size potential recoveries are 83% to 96%.
Initial open pit optimisation studies undertaken by mine
planning consultants based on the original resource estimate
of September 2004 and using metallurgical recoveries indicated
by the test work with toll treatment and operational costs
estimated as industry standard indicated a return commensurate
with a resource of this magnitude. The high grade eastern
zone formed the bulk of the return from the optimisation. The
additional drilling undertaken since the optimisation has
enabled the new resource estimate to be made in which the
Eastern zone combined indicated and inferred resource has
been increased from 53,000 tonnes at 4.3 g/t gold to 76,000
tonnes at 5.9 g/t gold. This resource increase is expected to
favourably impact on the viability of the deposit.
As a precursor of a Notice of Intent to Mine, a flora survey was
conducted in the area of the deposit and along a proposed
haul route. No Declared Rare or Priority Flora species are
evident. Additional environmental studies to characterise the
waste, ore and any discharge water have been undertaken
and no impediments have been recognised.
RC Drilling at Hilditch
Wattle Dam 7800N Exploration
A RAB drilling program comprising 66 holes for 2814 metres
was undertaken to the immediate north and south of the
7800N deposit. An anomalous result of 8 metres @ 0.56 g/t
Au from 36 metres associated with a structural trend associated
with the 7800N resource was returned 400 metres north-west
of the 7800N deposit. The intercept lies within sheared
ultramafic lithologies adjacent to a contact with sediments to
the west. The anomalism remains open to the north.
Further drilling is to be undertaken at this location.
Approximately 250 metres to the east of the 7800N resource
several anomalous values were returned, including 12 metres
@ 0.21 g/t Au from 51 metres that are interpreted to be
associated with contacts between ultramafic and felsic
lithologies similar to the mineralisation 700 metres along strike
at the 8500N prospect. Further RAB drilling along this
anomalous trend is yet to be undertaken.
Eight hundred metres to the south at the 7000N prospect,
broad low grade gold mineralisation (70 metres at 0.37 g/t
gold) has been intersected in RC and RAB drilling. While this
target area appears to have been adequately tested, a
structural reinterpretation has identified shears that extend
south east from this area and intersect with north-south shears
associated with gold mineralisation in an area of alluvial cover.
This target, which lies within the North Widgie Project area, is
to be RAB drilled.
New Wattle Dam Gold and Nickel Prospect
A gossan search over P15/4651, which lies along strike to the
south of the Hilditch Nickel prospect, identified an area of
gossanous ironstones that exhibit the geochemistry of nickel
sulphide gossans, some of which are tabulated below.
Anomalous Au was also returned from three samples returning
a maximum result of 0.4 g/t Au.
New Wattle Dam Prospect
Gossan Geochemistry
Northing
(GDA)
Easting
(GDA)
Cu
(ppm)
Ni
(ppm)
Pd
(ppb)
Pt
(ppb)
Zn
(ppm)
6532425
355639
6532334
355672
6532397
355680
3658
1828
5245
7730
6430
159
10
3903
1134
309
82
241
340
455
434
Spargoville Regional Project Area
09
Review of Operations
2. HILDITCH PROJECT (Nickel and Gold)
(90% PL's 15/4127 - 4130; MLA 15/1448)
Following from the discovery of massive, disseminated and
stringer nickel sulphides below nickel sulphide gossans the
focus of the nickel exploration shifted during the year from the
south western sector to drilling below identified gossans along
the eastern side and a continuing gossan search.
Hilditch North Nickel Prospect
Gossan occurrences located along a strike length of 300
metres in the north east of the tenements and identified as
being after nickel sulphides were drill tested by 24 shallow RC
holes for a total of 974 metres using a three hole scissor
pattern at each location. Of these, three holes HRC001, 02
and 03 returned anomalous nickel and copper values to 2
metres at 1.2% nickel and 0.5% copper. These intercepts
were all within the weathered, oxide, zone that a depth of
approximately 50 metres becomes fresh (unweathered) and
sulphides are preserved. A deeper RC hole, HRC025 testing
the fresh material below these holes intersected massive
nickel sulphides grading 2.4% nickel and 0.3% copper at a
down hole depth of 73 to 75 metres on the contact of
ultramafics and a mafic unit. The massive sulphide mineral
assemblage is dominantly pyrite and violarite. A further zone
of nickel bearing sulphides grading 1.3% nickel and 0.1%
copper was intersected over one metre at 93 metres down
hole in sediments adjacent to an ultramafic lithology that
contains several one metre intervals with 0.3 to 0.4% nickel
and enhanced copper and cobalt values that suggests “minor
sulphides” may be present within this unit.
Of the four additional holes drilled in this program, anomalous
nickel and copper values to 0.8% Nickel and 0.4% copper,
were returned in the oxide zone on the same mafic - ultramafic
contact in holes 40 metres north and south of HRC025.
A further fifteen RC holes totalling 2703 metres have been
drilled with disseminated nickel sulphides being intersected
over 2 metres at 1.1% nickel and 0.08% copper from 74
metres depth in hole HRC041 located 65 metres north of the
massive sulphides in HRC025. Petrological examination
indicates a magmatic origin for this sulphide assemblage that
comprises pyrite-pyrrhotite-pentlandite-violarite. It is located
on the contact of a moderate to high magnesium ultramafic
and a sedimentary unit. Drilling up dip of the nickel sulphides
in HRC041, in the oxide zone, intersected a 5 metre intercept
of gossan grading 1.6% nickel and 0.4% copper within
HRC052. Two metres of this gossan interval is considered to
be after massive sulphides and the remainder after
disseminated sulphides. This interval is located on the contact
of an amphibole-chlorite ultramafic
and a mafic unit.
Down hole EM has been
conducted on several
holes. It obtained a weak
response associated with
the sulphides in
HRC025 and a weak,
unexplained, off hole
response in HRC055.
This is yet to be evaluated.
10
Prospect Location
The nickel mineralisation at this prospect is associated with
the western contact of a moderate to high magnesium
ultramafic and the eastern contact of an amphibole-chlorite
ultramafic. Sedimentary units are developed along this contact
as are fine to medium grained mafic units. The contacts of the
mafic units often display strong shearing and is likely that the
massive sulphides that occur along these contacts have been
remobilised into these positions, whereas the sulphides, such
as in HRC041 occurring on the contact of the high magnesium
ultramafic may be in their original position. The sequence
strikes west of north at about 340° and dips around the
vertical. True widths are a factor of 0.5 of the down hole
length.
Of all the holes drilled at this locality only three have
penetrated the prospect horizon below 100 metres depth.
This is an indication of the continuing potential of this
prospect.
Tabulated on the following page are nickel and copper
intersections greater than 0.4% nickel.
Review of Operations
Hole
Number
Northing
(GDA)
Easting
(GDA)
Az
Dip
Depth
(m)
From
(m)
To
(m)
Length
(m)
Ni %
Cu %
HRC025
6537110
355113
90
-60
120
HRC027
HRC028
6537090
6537150
355134
355133
HRC029
HRC030
HRC037
6537150
6536978
6537095
355118
355253
355100
HRC039
6537140
355100
HRC040
HRC041
6537160
6537180
355080
355100
HRC042
HRC043
6537075
6537055
HRC044
HRC050
6535645
6537075
HRC051
HRC052
6537035
6537180
HRC054
6537220
355100
355110
355400
355230
355200
355150
355180
90
90
90
60
90
90
90
90
90
90
270
270
270
270
270
-60
-60
-60
-60
-60
80
60
78
120
156
-60
132
-60
-60
-60
-60
-60
-60
-60
-60
-60
150
126
156
144
156
186
96
50
131
73
75
93
97
75
76
94
98
100
101
48
19
24
27
63
87
106
149
92
97
119
143
74
85
112
142
102
137
148
76
86
23
25
20
87
50
20
25
28
64
89
107
150
93
101
120
144
76
86
113
144
103
138
150
77
88
24
30
21
88
2
1
1
1
1
2
1
1
1
1
2
1
1
1
4
1
1
2
1
1
2
1
1
2
1
2
1
5
1
1
0.3
0.1
0.1
0.4
0.1
0.1
0.4
0.1
0.1
0.1
0.1
0.1
0.4
2.4
0.5
1.3
0.5
0.4
0.5
0.8
0.5
0.8
0.4
0.4
0.6
0.4
0.6
0.6
0.5
0.6
1.1
0.4
0.4
0.5
0.5
0.4
0.4
0.4
0.8
0.5
1.6
0.4
0.5
The drill holes were geologically logged and samples collected on a metre interval via a cyclone and riffle split* providing a
sub-sample for analysis for Ni, Al, Co, Cr, Cu, Fe, Mg and Zn using a multi acid digestion with an ICP finish, (AT/OES) provided by
Genalysis Laboratory Services.
* Holes HRC025 to HRC030 were grab sampled.
11
Review of Operations
Your Company has maintained
its aggressive exploration
strategy throughout the year,
significantly advancing its
projects towards
development and
production.
RC Drilling at Hilditch North
Hilditch Central Nickel Prospect
Gossan sampling conducted over the tenement highlighted the prospective nature of
this Central Prospect with the following gossans having been located over a strike length of 200 metres.
Co-ordinates
Sample No
North
HR145
HR143
HR144
HR133
HR123
HR117
6535585
6535594
6535599
6535645
6535811
6535863
East
355371
355368
355365
355354
355301
355316
Cu ppm
Ni ppm
Pd ppb
Pt ppb
Zn ppm
1592
1215
1035
1431
1232
429
12669
13082
6121
12261
2490
2031
722
156
108
2594
421
35
410
241
113
70
225
40
27
50
222
830
834
107
Ten RC holes for 796 metres were drilled to test these nickel sulphide gossans. Initially three lines of
shallow holes with two holes on each line oriented in a scissor configuration were drilled. Anomalous
nickel values, up to 0.4% nickel over 8 metres in hole HRC035 that includes 2 metres at 0.5% nickel and
0.11% copper were returned however the deeper drilling of four holes only returned weak nickel
mineralisation grading 0.4% nickel over 2 metres from 148 metres in HRC044.
Hilditch South-West Nickel Prospect
With priority being assigned to the gossan locations further to the east the EM targets at this prospect remain to
be drill tested.
(Review of Operations continued on Page 49)
12
RAMELIUS RESOURCES LIMITED
2005 Financial Report
Slug of Gold from North Widgie
13
Directors’ Report
The directors present their report together with the financial report of Ramelius Resources Limited (“the Company”) for the year
ended 30 June 2005 and the auditor's report thereon.
Directors
The directors of the Company at any time during or since the end of the financial year are as set out below. Details of directors'
qualifications, experience and special responsibilities are as follows.
Robert Michael Kennedy
ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, Life member AIM, FAICD.
Non-Executive Chairman. Board member since 1 November 1995 as a Non-Executive Chairman.
A Chartered Accountant and Consultant to Kennedy & Co, Chartered Accountants, a firm he founded.
Special responsibilities include Chairmanship of the Audit Committee.
Other listed company directorships are: Chairman of Beach Petroleum Limited (since 1995 and a
director since 1991), Flinders Diamonds Limited (since 2001) and Monax Mining Limited (since 2004).
Reginald George Nelson
BSc, Hon Life Member Society of Exploration Geophysicists, FAusIMM, FAICD.
Non-Executive Director. Board member since 1 November 1995. An exploration geophysicist with 35
years experience in the minerals and petroleum industries and Chairman of the Australian Petroleum
Production and Exploration Association Council. He has wide experience in technical, corporate and
government affairs. Experience in gold exploration and mining operations in Western Australia, the
Northern Territory and South Australia. Former Chairman of the Nevoria Gold Mine Joint Venture in
Western Australia.
Special responsibilities include membership of the Audit Committee.
Other listed company directorships are: Managing Director of Beach Petroleum Limited (since 1992)
and director of Anzon Australia Limited (since 2004) and Monax Mining Limited (since 2004).
Joseph Fred Houldsworth
Chief Executive Officer and Managing Director.
Board member since 18 February 2002. Extensive practical experience in the resource industry having
worked in the mining and exploration industry for more than 30 years at both operational and
management levels primarily in the Western Australian Goldfields. Instrumental in turning around the
troubled Nevoria Gold Mine in 1993. Former consultant for 10 years to insolvency specialists on both
mining and exploration and has considerable experience in asset management for various mining entities.
Special responsibilities include acquisition of the Ramelius portfolio and directing the Company's
exploration program.
Nicholas John Smart
Alternate Director.
Alternate Director for Mr JF Houldsworth during the period 1 to 2 June 2005 and for Mr RM Kennedy
during the period 1 August 2005 to 5 September 2005. Held positions as a General Manager in France
and Australia in the wool, textile, leather and meat industries with responsibilities including human
resources, factory operations, currency movements and commodity trading. Previously a full Associate
Member of the Sydney Futures Exchange, Managing Director of Goldsmith Futures Pty Ltd and client
advisor with sharebroking firm, D&D-Tolhurst Ltd with experience in the corporate area including capital
raising. Other experience includes start up companies in technology development such as laser
shearing of sheep skins, commercialisation of the Synroc process for safe storage of high level nuclear
waste and controlled temperature and atmosphere transport systems. Current consultant to various
public and private companies.
Domenico Antonio Francese
Alternate Director, Chief Financial Officer and Company Secretary.
Alternate Director for Mr RG Nelson for one day on 2 June 2005. A Chartered Accountant with an
extensive audit and investigations background including more than 12 years experience in a regulatory
and supervisory role with Australian Stock Exchange Limited.
14
Directors’ Report
Directors' meetings
The Company held 19 meetings of directors (including committees of directors) during the financial year. The number of directors'
meetings and number of meetings attended by each of the directors of the Company (including committees of directors) during
the financial year were as follows:
Directors'
Meetings
Audit Committee
Meetings
Director
Number
Eligible
to attend
Number
Attended
Number
Eligible
to attend
Number
Attended
Robert Michael Kennedy
Reginald George Nelson
Joseph Fred Houldsworth*
Nicholas John Smart
(alternate for Mr Houldsworth)
Domenico Antonio Francese
(alternate for Mr Nelson)
15
15
15
1
1
15
14
15
1
1
4
4
N/A
N/A
N/A
4
4
N/A
N/A
N/A
* Mr Houldsworth is not a member of the Audit Committee.
Company Secretary
The following person held the position of Company Secretary at the end of the financial year.
Domenico Antonio Francese - B.Ec., FCA, ASIA. Appointed Company Secretary on 21 September 2001. A Chartered Accountant
with an audit and investigations background and more than 12 years experience in a regulatory and supervisory role with ASX.
Employed by Ramelius since 1 April 2003 and appointed Chief Financial Officer in June 2005.
Principal activities
The Company's principal activity is gold and minerals exploration.
Review and results of operations
A review of operations of the Company during the financial year and the results of those operations is contained elsewhere in the
annual report.
Results
The net loss after extraordinary items and income tax was $585,081.
Dividends
No dividends have been paid or provided by the Company since the end of the previous financial year. The Directors do not
recommend payment of a dividend in respect of the 2005 financial year.
State of affairs
Significant changes in the state of affairs of the Company during the year were as follows:
• On 22 October 2004, the Company issued 1,500,000 options over unissued shares to a number of consultants as a
performance incentive. The options which are exercisable at $0.18687 each by the expiry date of 31 December 2007 are not
transferable and are not quoted. However the underlying shares to be issued on exercise of the options will rank equally with
existing shares upon issue.
• On 1 April 2005, 14,277,152 ordinary shares and 10,288,575 options over unissued shares were released from escrow
following expiry of a two year escrow period that commenced from the date of the Company's ASX listing. These securities
were listed on the Australian Stock Exchange on 1 April 2005.
15
Directors’ Report
Events subsequent to balance date
Since 30 June 2005, the Company;
•
•
raised gross funds of $1.3m from a placement of 8,666,666 ordinary fully paid shares at $0.15 per share and free attaching
options for the purpose of fast-tracking the development of the Company's Wattle Dam discovery, expand regional exploration
in the Spargoville belt and for working capital. The placement was to a major Canadian institutional investor, Sprott Asset
Management. The placement shares were issued during August 2005 however issue of the free attaching options is subject to
shareholder approval at the Company's next annual general meeting.
entered into three year employment agreements with Messrs Houldsworth and Francese in respect to their services as
Managing Director and Company Secretary respectively.
Other than the matters discussed above, there has not arisen in the interval between 30 June 2005 and the date of this report any
item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect
significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future years.
Likely developments
Further information about likely developments in the operations of the company and the expected results of those operations in
future years has not been included in this report because disclosure of the information would be likely to result in unreasonable
prejudice to the Company.
Remuneration Report
Remuneration of Directors and Executives/Officers (audited)
(a) Directors and Specified Executives/Officers (audited)
The names and positions held by directors and specified executives/officers of the Company during the financial year are:
Directors
Mr RM Kennedy
Mr RG Nelson
Positions
Chairman - Non-Executive
Director - Non-Executive
Mr JF Houldsworth
Managing Director - Executive
Mr NJ Smart*
(alternate for JF Houldsworth)
Mr DA Francese**
(alternate for RG Nelson)
Specified Executives/Officers
Mr DA Francese
Chief Financial Officer / Company Secretary
* Mr Smart was appointed as an alternate director for Mr Houldsworth for the period 1 to 2 June 2005.
** Mr Francese was appointed an alternate director for Mr Nelson for a period of one day on 2 June 2005.
(b) Directors' Remuneration (audited)
2005 Primary
Benefits
Directors
Mr RM Kennedy
Mr RG Nelson
Mr JF Houldsworth
Mr NJ Smart
Mr DA Francese
Less: Remuneration
as an employee
Remuneration as
a director
Directors
Fees
$
70,000
30,000
-
-
-
-
-
Salary
$
Cash Bonus
$
Super
Contributions
$
Non Cash
Benefits
$
-
-
150,000
-
125,000
-
-
5,769
-
4,808
6,300
2,700
14,019
-
11,683
(125,000)
(4,808 )
(11,683)
-
-
-
Total
$
76,300
32,700
169,788
-
141,491
(141,491)
-
278,788
-
-
-
-
-
-
-
-
100,000
150,000
5,769
23,019
16
Directors’ Report
2004 Primary
Benefits
Directors
Mr RM Kennedy
Mr RG Nelson
Mr JF Houldsworth
Directors
Fees
$
72,500
32,500
-
105,000
Salary
$
Cash Bonus
$
Super
Contributions
$
Non Cash
Benefits
$
Total
$
-
-
133,333
133,333
-
-
25,000
25,000
6,250
2,925
14,250
23,425
-
-
-
-
78,750
35,425
172,583
286,758
No shares or options over unissued ordinary shares were granted to directors or director related entities during the financial year.
No options previously granted to directors or director related entities were exercised during the year.
(c) Directors' post-employment/retirement benefits (audited)
There were neither retirement benefits previously approved by members of the Company in a general meeting nor any paid to
directors of the Company. Since the end of the financial year, the Company entered into a three year employment agreement with
Mr Houldsworth in respect to his services as Managing Director commencing 1 July 2005. The salary is currently set at $171,675
per annum inclusive of superannuation guarantee contributions to be reviewed annually. In the event that the Company terminates
the agreement without six months notice, Mr Houldsworth is entitled to a termination payment equal to half the remuneration to be
paid for the remainder of the employment period with a minimum termination payment equal to twelve months remuneration.
However any such termination payment is subject to the requirements of ASX Listing Rule 10.19, and in the event that the value of
termination benefits to be paid and the value of all other termination benefits that are or may be payable to all officers of the
Company together exceed 5% of the equity interests of the Company as set out in the latest accounts given to the ASX, the
payment shall be pro-rata based on the maximum total termination benefits allowable under ASX Listing Rule 10.19.
Apart from the potential termination payment referred to above, there are no other post-employment benefits payable to directors.
Director Related Entities (audited)
During the year to 30 June 2005 the Company paid $2,000 for the acquisition of a mining tenement from an entity that is a director
related entity of the Managing Director, Mr Houldsworth.
(d) Specified Executives/Officers' remuneration (audited)
2005 Primary Benefits
Specified Executives/Officers
excluding Directors
Mr DA Francese
2004 Primary Benefits
Specified Executives/Officers
excluding Directors
Mr DA Francese
Salary
$
Bonus
$
Super
Contributions
$
Non Cash
Benefits
$
Total
$
125,000
4,808
11,683
-
141,491
Salary
$
Bonus
$
Super
Contributions
$
Non Cash
Benefits
$
Total
$
95,833
25,000
10,875
-
131,708
17
Directors’ Report
Specified Executives/Officers' Post-employment/retirement benefits (audited)
Since the end of the financial year, the Company entered into a three year employment agreement with Mr Francese in respect to
his services as Company Secretary commencing 1 July 2005. The salary is currently set at $143,062 per annum inclusive of
superannuation guarantee contributions to be reviewed annually. In the event that the Company terminates the agreement without
six months notice, Mr Francese is entitled to a termination payment equal to half the remuneration to be paid for the remainder of
the employment period with a minimum termination payment equal to twelve months remuneration. However any such termination
payment is subject to the requirements of ASX Listing Rule 10.19, and in the event that the value of termination benefits to be paid
and the value of all other termination benefits that are or may be payable to all officers of the Company together exceed 5% of the
equity interests of the Company as set out in the latest accounts given to the ASX, the payment shall be pro-rata based on the
maximum total termination benefits allowable under ASX Listing Rule 10.19.
Apart from the potential termination payment referred to above, there are no other post-employment benefits payable to Specified
Executives/Officers.
(e) Directors and Specified Executives/Officers' Equity Remuneration, Holdings and Transactions (audited)
Shares
Held by Directors
in own name
Mr RM Kennedy
Mr RG Nelson
Mr JF Houldsworth
Mr NJ Smart
Mr DA Francese*
Held by Directors'
Personally Related
Entities
Mr RM Kennedy
Mr RG Nelson
Mr JF Houldsworth3
Mr NJ Smart
Mr DA Francese*
Total held by
Directors
Specified
Executives/Officers
excluding Directors
Mr DA Francese
Total
Balance
1/7/04
Received
as
Remuneration
Options
Exercised
Net
Change
Other1
Balance
30/6/05
Total held
in Escrow2
30/6/05
-
20,000
2,620,000
-
2,640,000
3,198,600
1,627,727
1,020,000
-
8,486,327
70,000
8,556,327
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000
2,620,000
-
2,640,000
-
-
(600,000)
-
3,198,600
1,627,727
420,000
-
(600,000)
7,886,327
-
70,000
(600,000)
7,956,327
-
-
-
-
-
-
-
-
-
-
-
-
18
Directors’ Report
Options
Held by Directors
in own name
Mr RM Kennedy
Mr RG Nelson
Mr JF Houldsworth
Mr NJ Smart
Mr DA Francese*
Directors' Personally
Related Entities
Mr RM Kennedy
Mr RG Nelson
Mr Houldsworth3
Mr NJ Smart
Mr DA Francese*
Total held by
Directors
Specified
Executives/Officers
excluding Directors
Mr DA Francese
Total
Balance
1/7/04
Received
as
Remun-
eration
Options
Exercised
Net
Change
Other
Balance
30/6/052
Total
Vested
30/6/05
Total
Exercisable
30/6/05
-
5,000
2,000,000
-
2,005,000
2,707,150
2,705,000
500,000
1,500,000
9,417,150
625,000
10,042,150
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000
2,000,000
5,000
2,000,000
5,000
2,000,000
-
-
-
2,005,000
2,005,000
2,005,000
2,707,150
2,705,000
500,000
1,500,000
2,707,150
2,705,000
500,000
1,500,000
2,707,150
2,705,000
500,000
1,500,000
-
9,417,150
9,417,150
9,417,150
-
-
625,000
625,000
625,000
10,042,150
10,042,150
10,042,150
1. Net change other than in respect of shares refers to shares purchased and/or sold during the financial year.
2. All securities previously held by directors and their personally related entities that were subject to an escrow period of 2 years
3.
from the date of the Company's listing on ASX, were released from escrow following expiration of that period on 31 March 2005.
Includes a personally related entity of Mr Houldsworth which holds 26.6% of the capital of a tenement vendor, Far Corners
Minerals Pty Ltd. Mr Houldsworth and his spouse are also directors of that entity. As a consequence Mr Houldsworth has an
interest in 400,000 shares and 500,000 options in the Company through the shares and options held by Far Corners Minerals Pty Ltd.
* Refer disclosure as an employee under Specified Executives/Officers
Employee Share/Option Scheme (audited)
The Company has an Employee Incentive Plan approved by shareholders that enables the Board to offer eligible employees
ordinary fully paid shares and/or options to ordinary fully paid shares in the Company. Under the terms of the Plan, shares and/or
options to shares may be offered to the Company's eligible employees by way of interest free loans repayable in accordance with
the terms and conditions of the Plan. No shares or options were issued to employees during or since the end of the financial year.
19
Directors’ Report
Remuneration Practices
The Company's policy for determining the nature and amounts of emoluments of board members and senior executive officers of
the Company is as follows.
The Company's Constitution specifies that the total amount of remuneration of non executive directors shall be fixed from time to
time by a general meeting. The current maximum aggregate remuneration of non executive directors has been set at $200,000 per
annum. Directors may apportion any amount up to this maximum amount amongst the non executive directors as they determine.
Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties
as directors. The remuneration of the Managing Director is determined by the non-executive directors on the Board as part of the
terms and conditions of his employment which are subject to review from time to time. The remuneration of other executive
officers and employees is determined by the Managing Director subject to the approval of the Board.
Non-executive director remuneration is by way of fees and statutory superannuation contributions. Non-executive directors do not
participate in schemes designed for remuneration of executives nor do they receive options or bonus payments and are not
provided with retirement benefits other than statutory superannuation.
The Company's remuneration structure is based on a number of factors including the particular experience and performance of
the individual in meeting key objectives of the Company. The Board is responsible for assessing relevant employment market
conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality
personnel.
The Company does not presently emphasise payment for results through the provision of cash bonus schemes or other incentive
payments based on key performance indicators of Ramelius given the nature of the Company's business as a recently listed
mineral exploration entity and the current status of its activities. However the Board may pay cash bonuses from time to time in
order to reward individual executive performance in achieving key objectives as considered appropriate by the Board. Cash
bonuses were paid in December 2004 to the Managing Director and Company Secretary in accordance with this policy as
disclosed above.
The Company also has an Employee Incentive Plan approved by shareholders that enables the Board to offer eligible employees
ordinary fully paid shares and/or options to ordinary fully paid shares in the Company. Under the terms of the Plan, shares and/or
options to shares may be offered to the Company's eligible employees by way of interest free loans repayable in accordance with
the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by
providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve
greater success and profitability for the Company and to maximise the long term performance of the Company.
No shares or options were issued to employees under the Plan during or since the end of the financial year.
The employment conditions of the Managing Director, Mr Houldsworth and specified executives are formalised in contracts of
employment commencing 1 July 2005 and expiring on 30 June 2008. The Company may terminate the contracts without cause by
providing six months written notice or making a termination payment in lieu of notice of an amount equal to half of the
remuneration to be paid for the remainder of the contract with a minimum termination payment equal to twelve months
remuneration under the contract. However any such termination payment is subject to the requirements of ASX Listing Rule 10.19,
and in the event that the value of termination benefits to be paid and the value of all other termination benefits that are or may be
payable to all officers of the Company together exceed 5% of the equity interests of the Company as set out in the latest accounts
given to the ASX, the payment shall be pro-rata based on the maximum total termination benefits allowable under ASX Listing
Rule 10.19. Termination payments are not generally payable on resignation or dismissal for serious misconduct.
20
Directors’ Report
Options Granted as Remuneration
No options were granted to directors or officers of the Company during the financial year.
Shares Issued on Exercise of Remuneration Options
No shares were issued to directors as result of the exercise of remuneration options during the financial year.
Directors' Interests in Shares and Options
Directors' relevant interests in shares and options of the Company are disclosed in section (e) of the Remuneration Report above.
Options
At the date of this report unissued ordinary shares of the Company under option are:
Expiry date*
31 December 2007
Exercise price**
$0.18687
Number of shares
24,680,750
* All options may be exercised at any time before expiry. Option holders will receive one ordinary share in the capital of the
Company for each option exercised.
** As result of a 1 for 1 Rights Issue of ordinary shares in March 2004, the exercise price of the Company's options was reduced
from $0.20 to $0.18687 in accordance with the terms of the options.
These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.
During or since the end of the financial year, the Company issued ordinary shares as result of the exercise of options as follows.
There were no amounts unpaid on shares issued.
Number of shares
5,000
Amount paid on each share
$0.18687
Environmental regulation and performance statement
The Company's operations are subject to significant environmental regulations under both Commonwealth and Western Australian
legislation in relation to discharge of hazardous waste and materials arising from any mining activities and development conducted
by the Company on any of its tenements. To date the Company has only carried out exploration activities and there have been no
known breaches of any environmental obligations.
Indemnification and insurance of officers
Indemnification
The Company is required to indemnify the directors and other officers of the company against any liabilities incurred by the direc-
tors and officers that may arise from their position as directors and officers of the Company. No costs were incurred during the
year pursuant to this indemnity.
The Company has entered into deeds of indemnity with each director whereby, to the extent permitted by the Corporations Act
2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including
all liability in defending any relevant proceedings.
Insurance premiums
Since the end of the previous year the Company has paid insurance premiums in respect of directors' and officers' liability and
legal expenses insurance contracts.
The terms of the policies prohibit disclosure of details of the amount of the insurance cover, the nature thereof and the premium
paid.
21
Directors’ Report
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of
the Company or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or part of those proceedings. There were no such proceedings brought or interventions on behalf of the
Company with leave from the Court under section 237 of the Corporations Act 2001.
Auditor of the Company
The auditor of the Company for the financial year was Grant Thornton and the audit partner responsible for the audit was
Mr Simon Gray.
Non-audit Services
No amounts were paid or payable to the Company's auditor for non-audit services as there were no such services provided by the
auditor during the year.
Auditor's Independence Declaration
The lead auditor's independence declaration for the year ended 30 June 2005 has been received and can be found immediately
following the end of the directors' report.
22
23
Statement of Financial Performance
For the year ended 30 June 2005
Note
3
Other Revenues from ordinary activities
Total revenue
Administrative expenses
Consultant expenses
Depreciation
Diminution of investments
Employment expenses
Exploration costs written off
Listing expenses
Loss on disposal of listed securities
Occupancy expenses
Other expenses from ordinary activities
Profit/(loss) from ordinary activities before
related income tax expense
Income tax (expense)/benefit relating to
ordinary activities
Profit/(loss) from ordinary activities after related
income tax expense
Profit/(loss) from extraordinary item after related
income tax expense
Total changes in equity other than those resulting
from transactions with owners as owners
Basic earnings per share
Diluted earnings per share
7
7
2005
$
67,827
67,827
(150,952)
(22,770)
(3,815)
600
(310,619)
(99,731)
(15,741)
(3,833)
(35,765)
(10,282)
2004
$
121,098
121,098
(135,382)
(33,522)
(2,300)
(38,700)
(315,483)
(8,676)
(13,796)
-
(21,966)
(13,525)
(585,081)
(462,252)
-
-
(585,081)
(462,252)
-
-
(585,081)
($0.010)
($0.010)
(462,252)
($0.011)
($0.011)
The statement of financial performance is to be read in conjunction with the notes to the financial statements set out on pages 27 - 41.
24
Statement of Financial Position
For the year ended 30 June 2005
Current Assets
Cash assets
Receivables
Other Financial Assets
Other
Total current assets
Non-current assets
Property, Plant and Equipment
Exploration, evaluation & development expenditure
Total non-current assets
Total assets
Current liabilities
Payables
Provisions
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Retained profits/(losses)
Total Equity
Note
9
10
11
12
13
14
15
16
16
17
18
19
2005
$
442,603
37,868
250
23,139
2004
$
2,033,506
47,503
21,800
21,292
503,860
2,124,101
16,236
4,482,183
4,498,419
5,002,279
187,810
36,287
224,097
15,107
15,107
239,204
14,994
3,393,227
3,408,221
5,532,322
148,301
28,301
176,602
7,564
7,564
184,166
4,763,075
5,348,156
5,937,938
(1,174,863 )
4,763,075
5,937,938
(589,782)
5,348,156
The statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 27 - 41.
25
Statement of Cash Flows
For the year ended 30 June 2005
Note
Cash Flows from operating activities
Cash receipts in the course of operations
Cash payments in the course of operations
Interest received
Net cash provided by/(used in) operating activities
22
Cash Flows from investing activities
Payments for Property, Plant and Equipment
Payments for Investments
Proceeds from sale of Investments
Payments for Mining Tenements & Exploration
2005
$
15,728
(544,239 )
67,007
(461,504 )
(5,174 )
-
18,317
(1,142,542 )
2004
$
106,438
(666,800)
70,474
(489,888)
(7,756)
(500)
-
(1,231,368)
Net cash provided by/(used in) investing activities
(1,129,399 )
(1,239,624)
Cash Flows from Financing activities
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash held
Cash at the beginning of the financial year
Cash at the end of the financial year
9
-
-
(1,590,903 )
2,033,506
442,603
-
-
475,669
1,557,837
2,033,506
The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 27 - 41.
26
Notes to the Financial Statements
For the year ended 30 June 2005
1
(a)
Statement of significant accounting policies
The significant policies that have been adopted in the preparation of this financial report are:
Basis of preparation
The financial report is a general purpose financial report which has been prepared in accordance with Accounting
Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
It has been prepared on the accruals basis and is based on historical costs and except where stated, does not take into
account changing money values or fair values of non-current assets.
These accounting policies have been consistently applied and, except where there is a change in accounting policy, are
consistent with those of the previous year.
(b) Revenue recognition
Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST).
Interest revenue
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
Sale of non-current assets
The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer,
usually when an unconditional contract of sale is signed.
The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal
and the net proceeds on disposal.
Any related balance in the asset revaluation reserve is transferred to the capital profits reserve on disposal.
(c) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the
amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of
financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from
investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
(d)
Taxation - Note [6]
The company adopts the liability method of tax effect accounting.
Income tax expense is calculated on operating profit adjusted for permanent differences between taxable and accounting
income. The tax effect of timing differences, which arise from items being brought to account in different periods for
income tax and accounting purposes, is carried forward in the statement of financial position as a future income tax benefit
or a provision for deferred income tax.
Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt.
Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The
tax effects of capital losses are not recorded unless realisation is virtually certain.
27
Notes to the Financial Statements
For the year ended 30 June 2005
(e)
Acquisitions of assets
All assets acquired including property, plant and equipment and intangibles other than goodwill are initially recorded at their
cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly
attributable to the acquisition. When equity instruments are issued as consideration, their market price at the date of
acquisition is used as fair value. Transaction costs arising on the issue of equity instruments are recognised directly in
equity subject to the extent of proceeds received, otherwise expensed. Expenditure, including that on internally generated
assets is only recognised as an asset when the entity controls future economic benefits as a result of the costs incurred, it
is probable that those future economic benefits will eventuate, and the costs can be measured reliably. Costs attributable
to feasibility and alternative approach assessments are expensed as incurred.
Subsequent additional costs
Costs incurred on assets subsequent to initial acquisition are capitalised when it is probable that future economic benefits
in excess of the originally assessed performance of the asset will flow to the consolidated entity in future years.
Costs that do not meet the criteria for capitalisation are expensed as incurred.
(f)
Receivables - Note [10]
The collectability of debts is assessed at balance date and specific provision is made for any doubtful accounts.
(g)
Exploration, evaluation and development expenditure - Note [14]
Exploration, evaluation and development costs are accumulated in respect of each separate area of interest.
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of interest, or, where
exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment
of the existence of economically recoverable reserves.
Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped
either through sale or successful exploitation of the area of interest.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs
in relation to that area of interest.
When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect
of that area are written off in the financial period the decision is made.
(h)
Recoverable amount of non-current assets valued on cost basis
The carrying amounts of non-current assets except exploration, evaluation and development expenditure (see Note 1(g)
above) valued on the cost basis are reviewed to determine whether they are in excess of their recoverable amount at
balance date. If the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to
the lower amount. The write-down is recognised as an expense in the net profit or loss in the reporting period in which it
occurs.
In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present
value, except where specifically stated.
Except where specifically stated, non-current assets are recorded at the lower of cost and recoverable amount.
(i)
Depreciation and amortisation
Complex assets
The components of major assets that have materially different useful lives, are effectively accounted for as separate assets,
and are separately depreciated.
28
Notes to the Financial Statements
For the year ended 30 June 2005
Useful lives
All assets, including intangibles, have limited useful lives and are depreciated/amortised using the straight line method over
their estimated useful lives, with the exception of carried forward exploration, evaluation and development costs which is
amortised on a units of production basis over the life of the economically recoverable reserves.
Assets are depreciated or amortised from the date of acquisition or, in respect of internally constructed assets, from the
time an asset is completed and held ready for use.
Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until
commercial production commences. When production commences, the accumulated costs for the relevant area of interest
are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made,
adjustments are reflected prospectively in current and future periods only. Depreciation and amortisation are expensed,
except to the extent that they are included in the carrying amount of another asset as an allocation of production overheads.
The depreciation/amortisation rates used for each class of asset are as follows:
Property, plant and equipment
Plant and equipment
Other non-current assets
2005
2004
7.5 - 25%
7.5 - 25%
Exploration, evaluation & development expenditure
-
-
(j)
Payables - Note [15]
Liabilities are recognised for amounts to be paid in the future for goods or services received. Trade accounts payable are
normally settled within 60 days.
(k)
Employee entitlements - Note [16]
Wages, salaries, annual leave and sick leave
The provisions for employee entitlements to wages, salaries, annual leave and sick leave represent present obligations
resulting from employees' services provided up to the balance date, calculated at undiscounted amounts based on current
wage and salary rates including related on-costs.
Long service leave
The provision for employee entitlements to long service leave represents the present value of the estimated future cash out
flows to be made resulting from employees' services provided up to balance date.
The provision is calculated using estimated future increases in wage and salary rates including related on-costs and
expected settlement dates based on turnover history and is discounted using the rates attaching to national government
securities at balance date which most closely match the terms of maturity of the related liabilities.
(l)
Provisions
A provision is recognised when a legal or constructive obligation exists as a result of a past event and it is probable that an
outflow of economic benefits will be required to settle the obligation.
Restoration
Provisions are made for estimated costs relating to the remediation of soil, groundwater and untreated waste as soon as
the need is identified.
Significant uncertainty exists as to the amount of restoration obligations that will be incurred due to the following factors:
•
•
uncertainty as to life of sites;
the impact of changes in environmental legislation.
29
Notes to the Financial Statements
For the year ended 30 June 2005
(m) Cash
For the purpose of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial
institutions, net of bank overdrafts.
(n)
2
Investments
Shares in listed entities held as current assets are valued by directors at lower of cost or their market value at each balance
date. The gains or losses, whether realised or unrealised, are included in profit/loss from ordinary activities before income
tax.
Adoption of Australian Equivalents to International Financial Reporting Standards
Australia has been preparing for the introduction of International Financial Reporting Standards (IFRS) effective for reporting
periods commencing from 1 January 2005. The Australian Accounting Standards Board (AASB) has adopted IFRS and has
issued Australian equivalents to IFRS, hereafter referred to as AIFRS. The Urgent Issues Group has issued interpretations
equivalent to International Accounting Standards Board interpretations originated by the International Financial Reporting
Interpretations Committee or the former Standing Interpretations Committee.
The adoption of AIFRS by the Company will first be reflected in the financial statements for the half-year ending
31 December 2005 and the year ending 30 June 2006. On first time adoption of AIFRS, comparatives in financial statements
are required to be restated to reflect the application of AFIRS to the comparative period. The majority of AIFRS transitional
adjustments will be made retrospectively against opening retained earnings at 1 July 2004.
The Company has been assessing the significance of these changes and preparing for their implementation. The Audit
Committee is overseeing and managing the Company's transition to AIFRS. The impact of the alternative treatments and
elections under AASB1: First Time Adoption of Australian Equivalents to International Financial Reporting Standards has
been considered where applicable.
The directors are of the opinion that the key material differences in the Company's accounting policies on conversion to
AIFRS and the financial effect of the differences where known, are as follows. However, users of financial statements should
note that the amounts disclosed represent the Company's best estimates as at the date of preparing the 2005 financial
report and could change from these estimates if there are any amendments or additional standards to the current AIFRS or
interpretation of the AIRFS requirements changes from the ongoing work of the Company and Audit Committee.
Consequently, until the Company prepares its first full financial statements under AIFRS, the possibility exists that the
following disclosures may need to be adjusted.
On transition to AIFRS, the estimated financial effect on the Company's reported net profit and equity as at 30 June 2005 is
disclosed below. No impacts are expected in relation to the Company's statement of cash flows. As noted above, the
amounts disclosed in this summary represent the Company's best estimates as at the date of preparing the 2005 financial
report and may differ from actuals reported under AIFRS.
(a)
(b)
Impairment of Assets
The Company currently determines the recoverable amount of an asset on the basis of undiscounted net cash flows
that will be received from the asset's use and subsequent disposal. In terms of pending AASB 136: Impairment of
Assets, the recoverable amount will be determined as the higher of fair value less costs to sell and value in use.
Under AASB 136: Impairment of Assets, the recoverable amount of an asset is determined as the higher of fair value
less costs to sell and value in use. In determining value in use, projected future cash flows are discounted using a risk
adjusted pre-tax discount rate and impairment is assessed for the individual asset. It is likely that this change in
accounting policy will lead to impairments being recognised more often than under the existing policy.
The Company has tested all assets for impairment as at 1 July 2005 and no assets have been assessed as impaired.
Income Tax
Currently, the Company adopts the liability method of tax effect accounting whereby the income tax expense is based
on the accounting profit adjusted for any permanent differences. Timing differences are currently brought to account
as either a provision for deferred income tax or future income tax benefit. Future income tax benefits are only brought
to account where realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to
tax losses are only brought to account when their realisation is virtually certain. The tax effects of capital losses are
not recorded unless realisation is virtually certain.
30
Notes to the Financial Statements
For the year ended 30 June 2005
Under AASB 112: Income Taxes, the Company will be required to adopt a balance sheet approach under which
temporary differences are identified for each asset and liability rather than the effects of the timing and permanent
differences between taxable and accounting profit. The standard requires the recognition of temporary differences
when it is probable that the Company will generate sufficient taxable profits in the same period as the reversal of the
deductible temporary difference or taxation loss or in the periods into which a tax loss arising from the deferred tax
asset can be carried back or forward. At the date of this report, the directors consider that the Company would not
meet this condition.
The Company has previously recognised costs associated with capital raisings directly to equity. AASB 112 requires
recognition of temporary differences associated with revenues and expenses taken directly to equity, the effect of
which will be to increase share capital and accumulated losses by $209,752 as at 1 July 2004 and to decrease share
capital and accumulated losses by $65,295 for the period ended 30 June 2005. The adjustment to accumulated
losses reflects the directors' opinion that the criterion for recognition of such assets has not been met.
(c)
Exploration and Evaluation Expenditure
The Company currently accumulates exploration, evaluation and development costs in respect of each separate area
of interest. Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current
and they are expected to be recouped through sale or successful development and exploitation of the area of
interest, or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits
reasonable assessment of the existence of economically recoverable reserves. Development costs related to an area
of interest are carried forward to the extent that they are expected to be recouped either through sale or successful
exploitation of the area of interest. A regular review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area of interest. When an area of interest is
abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written
off in the financial period the decision is made.
AASB 6 was issued in December 2004 to facilitate the introduction of Australian equivalents to IFRS in respect of the
treatment of exploration expenditure. At the date of this report there was still no comprehensive international
accounting standard covering extractive industries and AASB 6 provided no real guidance other than allowing to
“grandfather” previous accounting policies adopted for the extractive industries. The new AASB 6 retains the Area of
Interest approach as contained in AASB 1022.
In light of these changes, the Board initiated a review of the Company's accounting policy for exploration and
evaluation expenditure and as a result, elected to adopt the following key policies keeping strictly in line with AASB 6:
•
•
•
•
The Company will continue to use the Area of Interest Method to define its Exploration and Evaluation
expenditure, further defining areas to geological systems;
Only expenditures which fall within the definition of Exploration and Evaluation activities will be allowed to be
capitalised;
Initial recognition will only be permitted on the basis of historical costs; and
All Exploration and Evaluation expenditure will be capitalised until a “trigger event” occurs that will enact
impairment testing. A trigger event could involve a series of drill holes returning no or sub-economic
mineralisation, the relinquishment of an area of interest, a significant farm-out of an area of interest or any
similar type event. Once a trigger event occurs, the Company will complete a full assessment of the
recoverable value of the area of interest, which may result in a write down of the carrying value of the area of
interest.
In the transition to AASB 6, the Company completed Impairment Testing on all its Exploration and Evaluation
expenditure previously capitalised which resulted in no write downs.
(d)
Equity-based compensation benefits
The Company currently does not recognise any expense for any equity based payments to suppliers. During the
financial year to 30 June 2005 the Company issued 1,500,000 options to a number of consultants as a performance
incentive.
Under AASB 2 Share-based Payment, the Company is required from 1 July 2004 to recognise an expense for those
options that were issued to suppliers whereby the goods and services received and the corresponding increase to
equity is measured directly, at the fair value of the goods or services received unless that fair value cannot be
estimated in which case the value is measured indirectly by reference to the fair value of the equity instruments granted.
31
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
This will result in a change to the current accounting policy under which no expense is recognised for equity-based
payments.
If the policy required by AASB 2 had been applied during the year ended 30 June 2005, the Company's retained
losses would have been $1,650 higher, with a corresponding increase in the net movement in the share-based
payment reserve.
3
Revenue from ordinary activities
Other revenues:
From operating activities
Government Subsidies received:
Interest received from other parties
Profit on Sale of Mineral Tenement
Revenue received from Option granted
Other Revenue
-
65,198
-
-
2,629
1,500
67,595
39,699
10,000
2,304
Total revenue from ordinary activities
67,827
121,098
4
Profit from ordinary activities before income tax
expense
(a)
Individually significant items included in
profit from ordinary activities before income
tax expense
Exploration, evaluation and development
expenditure written-off in respect of tenements
surrendered
Proceeds from sale of mineral tenement
Cash
300,000 shares in listed securities at $0.20
Less: Book value of tenement sold
Net Profit on sale of mineral tenement
Proceeds from sale of listed securities
Less: Book value of listed securities sold
Net Loss on sale of investments in listed securities
(b)
Profit from ordinary activities before income tax
expense has been arrived at after charging/(crediting)
the following items:
Depreciation of:
Plant and equipment
Provision in employee entitlements
Operating lease rental expense
Minimum Lease payments
Diminution in value of Investments to recoverable
amount
Exploration, evaluation and development expenditure
written-off in respect of mineral tenement sold
32
99,731
-
-
-
-
-
18,317
(22,150)
3,833
40,000
60,000
(60,301)
39,699
-
-
-
3,815
15,529
2,300
30,690
17,702
10,135
600
38,700
-
8,676
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
5
6
Auditors' remuneration
Audit services:
Auditors of the Company - Grant Thornton
Audit and review of the financial reports
Other regulatory audit services
Income tax expense
Prima facie income tax benefit calculated at 30%
on loss from ordinary activities
Future income tax benefit in respect of tax losses
not brought to account
Income tax expense attributable to loss from
ordinary activities
Tax losses recoverable but not recognised amount
to $352,459 (2004: $176,935).
7
Earnings per share
12,300
-
11,500
-
12,300
11,500
175,524
138,676
175,524
138,676
-
-
(a) Classification of securities
All ordinary shares have been included in basic earnings per share.
(b) Classification of securities as potential ordinary shares
All options on issue exercisable at 18.687 cents by 31 December 2007
are not considered potential ordinary shares because the closing market
value of the underlying securities at balance date was below the exercise price.
Therefore no securities have been classified as potential ordinary shares and
included in diluted earnings per share.
(c) Earnings used in the calculation of earnings per share
Profit/(loss) from ordinary activities after related income tax expense
(585,081)
(462,252 )
(d) Weighted average number of shares used as the denominator
Number for basic and diluted earnings per share
Ordinary shares
59,016,275
42,215,998
The comparative number of shares used as the denominator
for calculating earnings per share has been re-stated from
26,575,073 to 42,215,998 due to a clerical error in 2004.
As a result, the comparative basic and diluted earnings per
share has also been restated from ($0.017) to ($0.011) in the
Statement of Financial Performance.
(e) Adjustment factor for bonus element
No rights issues were made during the year and therefore
no adjustment factor was required to be applied in order to
restate the comparative earnings per share.
33
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
Segment Reporting
The Company operates in the gold exploration and mining business segment located in Australia.
8
9
Cash assets
Cash
Deposits at call
10
Receivables
Current
Other debtors
11 Other Financial Assets
Current
Shares in listed entities at market value
Options in listed entities at cost
18,419
424,184
480,203
1,553,303
442,603
2,033,506
37,868
47,503
-
250
250
21,300
500
21,800
50,000 options (2004: 300,000 shares and 100,000 options) were held in a listed entity whose principal activity was gold
exploration. The shares were received in the previous financial year as part consideration for the sale to the listed entity of
mining tenement M20/245 and the options were acquired during the previous financial year pursuant to a 1 for 3
non-renounceable entitlement at $0.005 per option.
12 Other current assets
Prepayments
13
Property, plant and equipment
Plant and equipment
At cost
Accumulated depreciation
Total property, plant and equipment
Net book value
23,139
21,292
22,709
(6,473)
17,652
(2,658 )
16,236
14,994
Reconciliations
Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:
Plant and equipment
Carrying amount at beginning of year
Additions
Disposals
Depreciation
Carrying amount at end of year
14,994
5,057
-
(3,815)
9,421
7,873
-
(2,300 )
16,236
14,994
34
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
14
Exploration, evaluation and development expenditure
Costs carried forward in respect of areas of
interest in:
Production phase at cost
Accumulated amortisation
Development phase
Exploration and/or evaluation phase
(i)
Total Exploration, evaluation and development
expenditure
-
-
-
-
-
-
4,482,183
-
-
3,393,227
4,482,183
3,393,227
The ultimate recoupment of costs carried forward for exploration phase is dependent on the successful development
and commercial exploitation or sale of the respective areas.
(i)
Reconciliation
A reconciliation of the carrying amount of Exploration and/or evaluation phase expenditure is set out below.
Carrying amount at beginning of year
Additional costs capitalised during the year
Exploration costs written off during the year
Carrying amount of capitalised tenement sold during the year
3,393,227
1,188,687
(99,731)
-
1,819,129
1,643,074
(8,675 )
(60,301 )
Carrying amount at end of year
4,482,183
3,393,227
15
Payables
Trade creditors
Other creditors and accruals
Amounts payable to director related entities
16
Provisions
Current
Employee entitlements
Non Current
Employee entitlements
17
Contributed equity
125,117
60,171
2,522
43,793
92,533
11,975
187,810
148,301
36,287
28,301
15,107
7,564
Issued and paid-up share capital
59,016,275 (2004: 59,016,275) ordinary shares,
fully paid
17(a)
5,937,938
5,937,938
35
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
(a) Ordinary shares
Balance at the beginning of year
Shares issued during the year
Nil (2004: 1,500,000) to Vendors in
consideration for tenements
Nil (2004 22,727,273) to applicants
pursuant to a 1 for 1 Rights Issue at $0.11
Less transaction costs arising from share
issues for cash
Nil (2004: 5,000) to Option-holders on
exercise of options at $0.20 in cash
5,937,938
3,467,165
-
-
-
-
200,902
2,500,000
(231,129 )
1,000
Balance at end of year
5,937,938
5,937,938
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at shareholders' meetings.
In the event of winding up of the Company ordinary shareholders rank after all creditors and are fully entitled to any
proceeds of liquidation.
(b) Options
(i)
For information relating to the Ramelius Resources Limited Employee Share / Option Scheme including details
of any options issued, exercised and lapsed during the financial year, refer to Note 24.
(ii)
For information relating to share options issued to executive directors during the financial year, refer to Note 24.
At 30 June 2005, there were 24,685,750 (30 June 2004: 23,185,750) unissued shares for which options were
outstanding. All options are exercisable at $0.18687 and have an expiry date of 31 December 2007.
18
Retained profits / (losses)
Retained losses at beginning of year
Net loss attributable to members of the company
(589,782)
(585,081)
(127,530 )
(462,252 )
Retained profits/(losses) at the end of the year
(1,174,863)
(589,782 )
19
Total equity reconciliation
Total equity at beginning of year
Total changes in parent entity interest in equity
recognised in statement of financial performance
Transactions with owners as owners:
Contributions of equity
Less transaction costs arising from
transactions with owners as owners
5,348,156
3,339,635
(585,081)
(462,252)
-
-
2,701,902
(231,129 )
Total equity at end of year
4,763,075
5,348,156
36
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
20
Financial instruments disclosure
(a)
Interest rate risk
The company has no long term financial assets or liabilities upon which it earns or pays interest. Cash is held in an
interest yielding cheque account and on short term call deposit where the interest rate can vary from day to day. The
weighted average interest rate achieved was 3.71% (2004: 4.86%)
(b) Credit risk exposures
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, excluding investments, of the entity which have been recognised in the statement
of financial position, is the carrying amount, net of any provision for doubtful debts.
(c) Net fair values of financial assets and liabilities
Valuation approach
Net fair values of financial assets and liabilities are determined by the entity on the following bases:
Recognised financial instruments
Monetary financial assets and financial liabilities not readily traded in an organised financial market are carried at
book value and where relevant adjusted for any changes in exchange rates. Other than listed investments, the
Company does not have any financial assets or liabilities that are readily traded on organised markets in a
standardised form. The net fair values of listed investments have been valued at the quoted market bid price at
balance date.
21
Commitments & Contingent liabilities
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum
exploration work to meet the minimum expenditure requirements specified by the State Government of Western Australia.
These obligations are subject to renegotiation when application for a mining lease is made and at other times.
These obligations are not provided for in the financial report and are payable as follows.
Within one year
One year or later and no later than five years
Later than five years
512,820
1,499,481
1,272,143
385,580
1,010,537
844,219
3,284,444
2,240,336
Ramelius sub-leases a serviced office in Adelaide under a non cancellable annual operating lease expiring in October 2005.
The Company also leases office accommodation in Perth under a non-cancellable operating lease expiring in March 2006.
The lease generally provides the Company with a right of renewal for a further year after which time all terms are
renegotiated. Lease payments comprise a base amount plus an incremental contingent rental. Contingent rentals are
based on movements in the Consumer Price Index and operating criteria.
Non-cancellable operating lease expense commitments
Future operating lease commitments not provided for in
the financial statements and payable:
Within one year
One year or later and no later than five years
Later than five years
18,204
20,000
-
16,936
12,702
-
38,204
29,638
37
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
The details and estimated maximum amounts of contingent liabilities (excluding unquantifiable royalties) that may become
payable are set out below. The contingent liabilities arise from various agreements for the acquisition or earning interests in
mining tenements that are subject to certain precedent conditions being satisfied. At the date of this report there is no
certainty that these liabilities will crystallise and therefore no provisions are included in the financial statements in respect of
these matters. These obligations may be subject to renegotiation, farm-out or relinquishment. In addition to the contingent
liabilities detailed below, the Company is also required under various agreements to maintain tenements in good standing
and pay all rates, rents and taxes and do all things necessary to renew tenements during the conditions precedent period.
Contingent Liabilities
Replacement of Performance Bonds
Exploration / Farm-in expenditure to earn interests
in tenements in addition to minimum exploration
expenditure commitment disclosed above
21(a)
21(b)
39,900
39,900
402,787
680,581
442,687
720,481
(a)
(b)
Acquisition of mining tenements
The Company has certain mining tenements which it acquired in September 2003 for a cash consideration, a
production based royalty up to a maximum of $1 million that may also become payable but which cannot be
presently quantified and a replacement performance bond of $39,900. The Company has placed $39,900 cash on
deposit with its bankers as security against an unconditional performance bond for $39,900 having been issued in
favour of the Minister for State Development in Western Australia.
Exploration/Farm-in expenditure
Exploration/Farm-in expenditure is to be made over periods between 1 and 4 years in accordance with terms set out
in the relevant agreements. The Company may elect not to proceed to acquire or earn an interest in the relevant
tenements provided it has first carried out the minimum exploration expenditure required. Total minimum exploration
expenditure specified in an agreement over this period is $150,000 (of which $86,558 has been spent at 30 June
2005) with a minimum of $50,000 per year.
(c) Director Related Entities
The Company has mining tenements which it acquired in 2003 from a vendor that is a director related entity of the
Managing Director, Mr Houldsworth. The contractual agreement with the entity provided for a production based
royalty that may become payable. However at the date of the report, the maximum amount of royalties that may be
payable cannot be quantified.
Tenement Restoration
The Company may become liable for costs associated with remediation of soil, groundwater and untreated waste and in
accordance with normal industry practice has provided the Western Australian Government with security amounting to $500
for every prospecting licence granted and $5,000 for every exploration licence granted. These amounts are only payable if
after the relevant licences are granted, the company does not attend to any required tenement restoration. The Company's
policy on providing for such costs is disclosed in Note 1(l). At the date of this report, significant uncertainty exists on the
amount of any restoration obligation that may arise from any securities provided and therefore, it is not possible to quantify
the maximum contingent liability thereof.
38
Notes to the Financial Statements
For the year ended 30 June 2005
Note
2005
$
2004
$
22
Notes to the statements of cash flows
Reconciliation of profit from ordinary activities after
income tax to net cash provided by operating activities
Profit/(Loss) from ordinary activities after income tax
(585,081)
(462,252 )
Add/(less) non cash items
Depreciation
(Increase)/decrease in prepayments
(Increase)/decrease in receivables
(Increase)/decrease in non-current assets
(Decrease)/increase in accounts payable
(Decrease)/increase in provisions
(Decrease)/increase in investments
3,815
(1,847)
9,661
21,858
71,328
15,528
3,233
2,300
(3,341 )
38,807
(82,751 )
7,959
30,690
(21,300 )
Net cash provided by/(used in) operating activities
(461,505)
(489,888 )
23
Employee entitlements
Aggregate liability for employee entitlements,
including on-costs
Current
Non-current
16
16
Number of employees
Number of employees at year end
36,287
15,107
28,301
7,564
51,394
35,865
3
2
24
Directors and Executives/Officers Disclosure
Directors and Executives/Officers disclosures including remuneration, post-employment/retirement benefits, equity
remuneration, holdings and transactions are shown in the Remuneration Report section of the Directors Report.
25
Related parties
(a) Directors
The names of each person holding the position of director of Ramelius Resources Limited during the financial year
are Messrs Robert Michael Kennedy, Reginald George Nelson, Joseph Fred Houldsworth, Nicholas John Smart
(alternate for Joseph Fred Houldsworth during the period 1 to 2 June 2005) and Domenico Antonio Francese
(alternate for Reginald George Nelson for one day on 2 June 2005).
Details of directors' remuneration and post-employment/retirement benefits are set out in the Remuneration Report
section of the Directors Report.
(b) Directors' holdings of shares and share options
The interests of directors of the reporting entity and their personally-related entities in securities of the Company at
30 June 2005 are set out in the Remuneration Report section of the Directors Report.
(c) Directors' transactions in shares and share options
Directors' transactions in shares and options in the Company during the financial year are set out in the Remuneration
Report section of the Directors Report and Note 25(e).
(d) Directors' transactions with the Company
A number of directors of the Company, or their director-related entities, held positions in other entities during the financial
year that result in them having control or significant influence over the financial or operating policies of those entities.
39
Notes to the Financial Statements
For the year ended 30 June 2005
The terms and conditions of the transactions with directors and their director related entities were no more favourable
to the directors and their director related entities than those available, or which might reasonably be expected to be
available, on similar transactions to non-director related entities on an arm's length basis.
The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of the
Company) relating to directors and their director-related entities were as follows:
Director
Transaction
Note
(i)
(i)
RM Kennedy
JF Houldsworth
Payments to an accounting firm of
which the director was a partner for
professional fees
Payments to an entity of which the
director was a director for serviced
office accommodation.
Payments to an information
technology entity of which the
director is a director and shareholder
for website maintenance.
Payments to an entity of which the
director is a director in respect of
labour & equipment hire.
Payments to an entity of which the
director is a director for acquisition
of a mining tenement.
2005
$
2004
$
-
-
15,152
3,126
3,569
5,095
48,564
39,385
24
2,000
-
(i) The relevant period for the amounts disclosed in the previous financial year and during which Mr Kennedy was a
partner or director of the entities concerned was for six months to 31 December 2003.
Amounts receivable from and payable to directors and their director-related entities at balance date arising from these
transactions were as follows:
Current receivables
Current payables
Trade creditors
Other creditors and accruals
-
-
212
2,250
2,462
9,725
2,250
11,975
(e) Non-director related parties
The classes of non-director-related parties are:
•
•
• directors of related parties and their director-related entities
controlling entity and ultimate holding entity of the Company
commonly controlled entities
Pursuant to the related party disclosure requirements of accounting standard AASB 1017, a separately listed entity is
deemed to be the controlling and ultimate holding entity of the Company. That entity is Beach Petroleum Limited
which holds 13,400,002 shares representing 22.71% of the issued capital in the Company.
Messrs Kennedy and Nelson are directors and shareholders of Beach Petroleum Limited and as a consequence,
during the financial year had the following indirect interest in the issued capital of the Company through the shares
held by Beach Petroleum Limited.
40
Notes to the Financial Statements
For the year ended 30 June 2005
Balance
1/7/04
Options
Exercised
Net Change
Other*
Shares
Options
13,400,002
-
-
-
-
-
Balance
30/6/05**
13,400,002
-
* Net change other refers to shares/options sold during the financial year.
** All securities previously held by Beach Petroleum Limited that were subject to an escrow period of 2 years from the
date of the Company's listing on ASX, were released from escrow following expiration of that period on 31 March 2005.
Transactions
There were no transactions with non-director related parties during the year.
(f) Directors of related parties (not being directors of the entity or their director-related entities)
From time to time it is possible that directors of related parties or their director-related entities may enter into
transactions with the Company. There were no such transactions which took place during the year.
26
27
Interests in Joint Ventures
(a)
The Company has a direct interest in a number of unincorporated joint ventures, the details of which are disclosed in
the Review of Operations section of the Annual Report.
The Company's share of assets in unincorporated joint ventures is as follows:
(b)
Note
2005
$
2004
$
Non Current Assets
Exploration and evaluation expenditure
(included in Note 14)
2,272,120
1,715,277
Total Assets employed in joint ventures
2,272,120
1,715,277
Events subsequent to balance date
Since 30 June 2005, the Company;
•
raised gross funds of $1.3m from a placement of 8,666,666 ordinary fully paid shares at $0.15 per share and free
attaching options for the purpose of fast-tracking the development of the Company's Wattle Dam discovery, expand
regional exploration in the Spargoville belt and for working capital. The placement was to a major Canadian
institutional investor, Sprott Asset Management. The placement shares were issued during August 2005 however
issue of the free attaching options is subject to shareholder approval at the Company's next annual general meeting.
entered into three year employment agreements with Messrs Houldsworth and Francese in respect to their services
as Managing Director and Company Secretary respectively.
•
Apart from the above, there has not arisen in the interval between 30 June 2005 and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly
the operations of the Company, the results of those operations, or the state of affairs of the Company, in future years.
41
Directors’ Declaration
1
In the opinion of the directors of Ramelius Resources Limited:
(a)
the financial statements and the additional disclosures included in the Directors' Report designated as audited and
notes, set out on pages 27 to 40, are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the financial position of the Company as at 30 June 2005 and of its performance,
as represented by the results of its operations and its cash flows, for the twelve months ended on that date;
and
(ii)
complying with Accounting Standards and the Corporations Regulations 2001; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
2
The Managing Director and Chief Financial Officer have given the Directors the declarations required by section 295A of the
Corporations Act 2001.
42
43
44
Shareholder Information
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report
is set out below.
Shareholdings as at 19 September 2005
Substantial shareholders
The number of shares held by substantial shareholders and their associates are set out below:
Substantial shareholder
Number of fully paid ordinary shares held
Percentage held
Beach Petroleum Limited
ANZ Nominees Limited
Bank of New York Nominees Limited
Voting rights
13,400,002
4,945,984
3,784,000
19.80
7.31
5.59
Fully paid ordinary shares
Subject to any rights or restrictions attached to any class of shares, at a meeting of members, on a show of hands, each member
present (in person, by proxy, attorney or representative) has one vote and on a poll, each member present (in person, by proxy,
attorney or representative) has one vote for each fully paid share they hold.
Options
Option holders will be entitled on payment of the exercise price of $0.18687 per share to be allotted one ordinary fully paid share
in the Company for each Option exercised. Options are exercisable in whole or in part at any time until 31 December 2007. Any
Options not exercised before expiry will lapse.
Distribution of equity security holders
Category
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total Number of security holders
Holders of Ordinary shares
Holders of Options
5
45
269
589
71
979
1
291
94
102
33
521
The number of shareholders holding less than a marketable parcel of ordinary shares is 27.
On market buy-back
There is no current on-market buy-back.
45
Shareholder Information
Twenty largest shareholders
The names of the 20 largest holders of fully paid ordinary shares constituting a class of quoted equity securities on the Australian
Stock Exchange Limited including the number and percentage held by those holders at 19 September 2005 are as follows.
Name
Number of fully paid ordinary shares held
Percentage held
Beach Petroleum Limited
ANZ Nominees Limited
Bank of New York Nominees Limited
(Bank of NY Global Cust a/c)
Mandurang Pty Ltd
Joseph Fred Houldsworth
Aurelius Resources Pty Ltd
HFT Nominees Pty Ltd (HFT Super Fund a/c)
Dovido Pty Ltd
Mr David Ian Kerr, Mrs Cheryl Dorothea Kerr
RBC Global Services Australia Nominees
Pty Limited
Warman Investments Pty Ltd
Mrs Joan Margaret Cubbin
Far Corners Minerals Pty Ltd
Mr John Caskey, Mrs Kathleen Caskey
Mr Anthony Conen
Hawgood Pty Ltd
Jarra Glen Pty Ltd
Pitt Capital Partners Limited
Mrs Marie Helen Harrex
Dr Richard Kenneth Hart, Ms Lynette
Mary Hart (Hart Super Fund a/c)
13,400,002
4,945,984
3,784,000
3,148,600
2,620,000
1,627,727
1,000,000
759,151
536,385
500,000
500,000
400,000
380,000
300,000
300,000
300,000
300,000
295,734
295,000
285,400
19.80
7.31
5.59
4.65
3.87
2.40
1.48
1.12
0.79
0.74
0.74
0.59
0.56
0.44
0.44
0.44
0.44
0.44
0.44
0.42
35,677,983
52.70
46
Shareholder Information
Twenty largest option holders
The names of the 20 largest holders of options constituting a class of quoted equity securities on the Australian Stock Exchange
Limited including the number and percentage held by those holders as at 19 September 2005 are as follows.
Name
Number of options held
Percentage held
Mandurang Pty Ltd
Aurelius Resources Pty Ltd
Joseph Fred Houldsworth
Mr Stig Hakan Hellsing
Rosalind Mary Smart
Domenico Antonio Francese
Mr Terry Ronald Sharp & Ms Lynette
Catherine Sharp
Far Corners Minerals Pty Ltd
Colin John Hough
JP Morgan Nominees Australia Limited
Mrs Gaylene Sue McLean
Rangewest Pty Ltd (Dunbar Family a/c)
Alan Paul Rudd
Trent Paterson Stehn
Mr Raul Used
Kinver Mining NL
Estate Mr Derek Anthony Lashmar
M & K Korkidas Pty Ltd (Superannuation a/c)
First Avenue Investments Pty Ltd
Phoenix Silver Holdings Pty Ltd (Lil-Leste Investment a/c)
Unquoted equity securities
Fully paid ordinary Shares
There are no unquoted fully paid ordinary shares on issue.
2,707,150
2,705,000
2,000,000
1,500,000
1,500,000
625,000
538,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
400,000
250,000
212,500
200,000
184,565
175,000
16,497,215
10.97
10.96
8.10
6.08
6.08
2.53
2.18
2.03
2.03
2.03
2.03
2.03
2.03
2.03
1.62
1.01
0.86
0.81
0.75
0.71
66.87
Options
Details of options exercisable by 31 December 2007 at $0.18687 on issue which are unquoted securities are as follows.
Number of unquoted options on issue
Number of holders
1,500,000
3
47
Review of Operations
3. JAURDI/BLACK CAT (Gold)
(90% M16/34, M16/115)
Located 35 kilometres north from Coolgardie adjacent to the
Jaudie Hills road, a public haul road, the Black Cat project has
two resources, Black Cat North that is immediately north of the
Black Cat open pit and Black Cat South located 80 metres to
the south. These resources are tabulated below
INDICATED
INFERRED
TOTAL
Deposit
Tonnes
Black Cat North
21,000
Black Cat South
205,000
TOTAL
225,000*
Grade
g/t gold
3.2
2.7
2.7
Tonnes
14,000
50,000
65,000*
Grade
g/t gold
2.0
2.6
2.5
Tonnes
35,000
255,000
290,000
Grade
g/t gold
2.7
2.7
2.7
* rounded for reporting purposes
The company's mine planning consultants have modelled a cut
back of the Black Cat open pit to access the Black Cat North
resource and to develop a site layout plan as the precursor to
lodging a Notice of Intent to Mine. Discussions have been held
with parties interested in jointly developing these resources and
it is expected that these will be progressed, particularly in view
of the firming gold price.
4. NORTH WIDGIE PROJECT (Gold Rights)
(100% ML's 15/97; 15/99; 15/100; 15/101; 15/102;
15/653; MLA 15/1271; PL15/3666)
Exploration on this project area commenced, albeit in a
modest way, during the year with RAB drilling undertaken at
several areas, one of which is the southern portion of the
7000N prospect described above under Wattle Dam. During
the forthcoming year the exploration activity will increase with
RAB drilling south of the 7000N prospect being a priority.
5. BONNIEVALE PROJECT (Gold)
(100% ML15/70; 85% ML15/220)
Exploration, targeting gold has been conducted over the past
two years at this project with limited success. The most recent
work was pedogenic carbonate geochemistry that outlined a
zone of anomalous gold north of the historical mine workings
and the previous drilling. Ground inspection showed the area
to be underlain by transported lateritic material and follow up
work has been deferred.
The company is considering the tenement's further exploration
potential.
49
Review of Operations
6. GNARLBINE (Gold)
(100% PL's 15/4507 - 4508; Earning 75% E15/762)
7.
INGEBONG HILLS (Copper/Lead/Zinc)
(80% EL 69/1549)
An Aircore drilling program across the Tritan anomaly was
completed without significant or anomalous gold values being
returned.
Future exploration on this project will be directed towards
testing the “Canyon Anomaly” where anomalous gold along
the interface of oxidised and partially oxidised bedrock below
transported overburden was identified by previous explorers in
the area.
The Ingebong Hills Licence is the Company's key project in the
Earaheedy Basin, located approximately 180 kilometres north
east of Wiluna. Elevated and anomalous copper and zinc
values in soil had previously been delineated in six individual
zones by the company. These zones were infill sampled to a
200 by 50 metre density that showed the copper anomalous
areas to be discrete and about 1.5 kilometres in strike length
while the zinc anomalies are more attenuated along strike.
The company is considering progressing this project in
conjunction with a third party.
8. RHODES (Gold/Copper/Lead/Zinc)
(80% EL 69/1653 )
A reconnaissance stream sediment sampling program in the
western portion of the licence tenement returned several
elevated gold vales to a maximum of 2.3 ppb gold. Infill
sampling has yet to be undertaken. The eastern portion of the
licence tenement was relinquished following a lag and soil
sampling program that did not return any significant results.
9. ROYALTY INTERESTS
The current status of the Company's Royalty Interests is as follows.
PROJECT NAME
CURRENT HOLDER
NATURE OF RAMELIUS’
ROYALTY
COMMENTS
SANDSTONE
- Gold
BULONG
- Gold
Troy Resources NL
Production based Royalty
Capped at $300,000
No Current Activity by Holder on the
Royalty Tenements
Yilgarn Gold Ltd
Production based Royalty
Not Capped
No Current Activity by
Holder on the Royalty Tenements
SPARGOS REWARD
- Gold
Breakaway Resources Ltd
3% Gross Gold Royalty
Siberia Mining Corp Ltd
Nickel and Gold Royalty
Collectively capped at
$100,000
No Current Activity by
Holder on the Royalty Tenements
No Current Activity by
Holder on the Royalty Tenements
St. Barbara Mines Ltd
Production based Royalty
Capped at $500,000
No Current Activity by
Holder on the Royalty Tenements
GME Resources Ltd
Option to purchase on
commencement of mining
Nickel Laterites at $0.10/tonne
of Proven Ore
No Current Activity by
Holder on the Royalty Tenements
SIBERIA
- Gold/Nickel
EDJUDINA
- Gold
EUCALYPTUS
- Nickel
The information in this report that relates to Mineral Resources or Ore Reserves is based on information compiled by G.J.Dunbar of Dunbar Resource
Management, who is a Fellow of the Australasian Institute of Mining and Metallurgy and who has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004
Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. G.J.Dunbar consents to the inclusion in the report of the matters
based on their information in the form and context in which it appears.
The Information in this report that relates to Exploration Results is based on information compiled by Matthew Svensson and Gordon Dunbar.
Gordon Dunbar who is a Fellow of the Institute of Mining and Metallurgy, is employed by Rangewest Pty Ltd, trading as Dunbar Resource Management.
Gordon Dunbar has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is
undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting on Exploration Results. Gordon Dunbar
consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
Matthew Svensson is a Member of the Australian Institute of Geoscientists and is a Competent Person as defined in the 2004 Edition of the Australasian Code
for Reporting on Exploration Results. Matthew Svensson is a full-time employee of the Company and consents to the inclusion in the report of the matters
based on his information in the form and context in which it appears.
50
Native Title Statement
Exploration areas held by the Company may be subject to
issues associated with Native Title. Whilst it is not appropriate
to comment in any detail upon specific negotiations with Native
title parties, the directors of Ramelius believe it is important to
state the Company's policy and approach to Native Title and
dealings with indigenous communities. The directors believe
that the following native title policy statement summarises the
Company's desire to develop a spirit of cooperation in its
dealings with indigenous people, create goodwill, mutual
awareness and understanding and most importantly, respect
and commitment.
Recognition and Respect
Ramelius recognises Aboriginal regard for land and respects
their culture, traditions and cultural sites.
Understanding and Trust
Ramelius listens to Aboriginal community representatives in
order to understand their views and beliefs. Recognising that
communities may not be fully appreciative of how the
Company's business and industry operates, Ramelius works
towards increasing their understanding, respect and trust and
to promote the Company's obligations and economic
constraints amongst indigenous communities. Ramelius
ensures that its employees and contractors approach the
Company's activities at local sites with respect and a clear
understanding of important issues and priorities.
Communication and Commitment
Ramelius adopts practical measures to develop trust.
Acknowledging that community leaders and representatives
Road to Wattle Dam
have an obligation to consult its people in order to determine
their opinions and wishes and that this may often not be
achieved as quickly as is desired, Ramelius uses its best
endeavours to expedite the process and ensure that its
commercial interests are not adversely impacted. The Company
also uses its best endeavours to ensure reasonable rights of
consultation and continued access to land are facilitated and
the integrity of land is preserved. The company is committed to
taking appropriate steps to identify and reduce the effects of
any unforseen impacts from its activities.
Achievements
During the past year, Ramelius executed “Standard Heritage
Protection Agreements” in respect of a number of specific
tenements with the following parties:
•
The Birriliburu People
The Company also executed a Deed of Acknowledgment and
Waiver in respect of a Deferred Production Agreement with the
following parties:
•
•
The Widji People
The Central West Goldfields People
Acknowledgement
The directors of Ramelius wish to publicly acknowledge the
co-operation and goodwill shown by the Birriliburu, Ballardong,
Widji and Central West Goldfields People and their
representatives in the course of negotiations with
the Company during the year.
Ramelius listens to
Aboriginal community
representatives in order
to understand their
views and beliefs.
Recognising that
communities may not
be fully appreciative of
how the Company's
business and industry
operates, Ramelius
works towards
increasing their
understanding, respect
and trust and to promote
the Company's
obligations and economic
constraints amongst
indigenous
communities.
51
Corporate Governance Statement
During 2003 the Australian Stock Exchange Corporate
Governance Council (“ASXCGC”) released its best practice
recommendations based on ten core principles for corporate
governance. These recommendations are not intended to be
prescriptions to be followed by all ASX listed companies, but
rather guidelines designed to produce an efficient, quality or
integrity outcome. The Corporate Governance Council has
recognised that a “one size fits all” approach to Corporate
Governance is not required. Instead, it states aspirations of
best practice for optimising corporate performance and
accountability in the interests of shareholders and the broader
economy. A company may consider that a recommendation is
inappropriate to its particular circumstances and has flexibility
not to adopt it and explain why. Except for those specifically
identified and disclosed below, the Company has not to date
adopted all ASXCGC best practice recommendations because
the Board believes it cannot justify the necessary cost given
the size and early stage of the entity's life as a public listed
exploration company. The Board is, nevertheless, committed to
ensuring that appropriate Corporate Governance practices are
in place for the proper direction and management of the
Company. This statement outlines the main Corporate
Governance practices of the Company disclosed under the
principles outlined by the ASXCGC, including those that
comply with best practice and which unless otherwise
disclosed, were in place during the whole of the financial year
ended 30 June 2005.
Principle 1 - Lay solid foundations for management and
oversight
Role of the Board
The Board is governed by the Corporations Act 2001, ASX
Listing Rules and a formal constitution adopted by the
company in 2002 on its conversion from a proprietary limited
company to a public company limited by shares.
The Board's primary role is the protection and enhancement of
long-term shareholder value.
The Board takes responsibility for the overall Corporate
Governance of the Company including its strategic direction,
management goal setting and monitoring, internal control, risk
management and financial reporting. In discharging this
responsibility, the Board seeks to take into account the
interests of all key stakeholders of the Company, including
shareholders, employees, customers and the broader
community.
In June 2005 the Board adopted a formal Board Charter in
accordance with ASXCGC best practice recommendation 1.1.
The Board Charter details the functions and responsibilities of
the Board of Directors.
The Board of Directors is responsible for the overall Corporate
Governance of the Company. The Board overviews the formu-
lation of strategies and participates in setting objectives for the
Company and the establishment of policies to be implemented
by management. The Board monitors the activities of the
Company and ensures the entity is accountable to external
stakeholders.
The Board's responsibilities are extensive and include the
following.
• Determining the size and composition of the Board of
Directors, remuneration of directors (subject to the
maximum aggregate amount as approved from time to
time by the company in general meeting) and assessing
the effectiveness of individual directors and the Board as a
whole;
• Establishing committees of the Board and determining
terms of reference and reporting requirements;
• Selecting and appointing (and where appropriate,
removing) the Chief Executive, determining conditions of
service including remuneration and reviewing performance
against key objectives;
• Ratifying the appointment (and where appropriate, removal)
of senior management including the Chief Financial Officer
and Company Secretary and approving conditions of
service including remuneration and performance
monitoring;
• Reviewing senior management succession planning and
development;
• Approving strategic directions and performance objectives
for the Company and monitoring implementation by
management;
• Ensuring adequate financial, and human resources are
available to achieve the Company's objectives;
• Delegating appropriate levels of authority to management;
• Overseeing the activities of the Company and ensuring
effective systems of audit, risk management and internal
controls are in place to protect the entity's assets and
minimise operations beyond legal and regulatory
requirements or acceptable risk thresholds;
• Monitoring compliance with legal and other regulatory
requirements including accounting standards, continuous
disclosure and ASX Listing Rules;
• Approving and monitoring financial budgets, capital
management, major expenditures and significant
acquisitions and divestments;
• Approving and monitoring financial and other reporting;
• Approving and monitoring appropriate policies,
procedures, codes of conduct and ethical standards for
directors and employees;
• Ensuring effective communication and reporting to
shareholders and other key stakeholders of the Company.
Board processes and management
The Board has an established framework for the management
of the entity including a system of internal control, a business
risk management process and appropriate ethical standards.
To assist in the execution of its responsibilities, the Board has
an Audit Committee to deal with internal control; ethical
standards and financial reporting. The Audit Committee's role
and responsibilities, composition, structure and membership
are set out in a formal Charter.
The Board appoints a Managing Director responsible for the
day to day management of the Company. The role of the
Managing Director is documented in the Board Charter (refer
Principle 2 below).
52
Corporate Governance Statement
Role of the Managing Director
The role of the Managing Director is separate from the
Chairman and is appointed by the non executive directors of
the Board. The responsibilities of the Managing Director
include the following.
• Recommending strategic directions and implementing
business plans approved by the Board;
• Managing the day to day operations of the Company
including its financial, physical and human resources;
• Developing and implementing risk management procedures;
• Developing and implementing internal control and
regulatory compliance policies and procedures;
• Providing timely, accurate and relevant information to the
Board.
Principle 3 - Promote ethical and responsible decision
making
Ethical standards
The Company aims to a high standard of corporate
governance and ethical conduct by directors and employees.
All directors have signed deeds with the Company which
require them to provide the Company with details of all
securities registered in the director's name or an entity in which
the director has a relevant interest within the meaning of
section 9 of the Corporations Act 2001 and details of all
contracts, other than contracts to which the Company is a
party to which the director is a party or under which the director
is entitled to a benefit, and that confer a right to call for or deliv-
er shares in the Company and the nature of the director's inter-
est under the contract.
Directors are required to disclose to the Board any material
contract in which they may have an interest. In accordance with
Section 195 of the Corporations Act 2001, a director having a
material personal interest in any matter to be dealt with by the
Board, will not be present when that matter is considered by
the Board and will not vote on that matter.
Trading in the Company's Securities
Directors, officers and employees are not permitted to trade in
securities of the Company at any time whilst in possession of
price sensitive information not readily available to the market.
Section 1043A of the Corporations Act 2001 also prohibits the
acquisition and disposal of securities where a person possess
information that is not generally available and which may
reasonably be expected to have a material effect on the price
of the securities if the information was generally available.
Principle 2 - Structure the Board to add value
Composition of the Board
The names of the directors of the Company and terms in office
at the date of this Statement together with their skills,
experience and expertise are set out in the Directors' Report
section of this report. The directors' terms in office are
considered appropriate in light of the fact that the Company
was a dormant company prior to its ASX listing in March 2003.
The composition of the Board consists of three directors of
whom two, including the Chairman, are non-executives. Mr
Kennedy's role as Chairman of the Board is separate from that
of the Managing Director, Mr Houldsworth who is responsible
for the day to day management of the Company and is in
compliance with the ASXCGC best practice recommendation
2.3 that these roles not be exercised by the same individual.
The Company's constitution specifies the number of directors
must be at least three and at most ten. The Board may at any
time appoint a director to fill a casual vacancy. Directors
appointed by the Board are subject to election by shareholders
at the following annual general meeting and thereafter directors
(other than the Managing Director) are subject to re-election at
least every two years. The tenure for executive directors is
linked to their holding of executive office.
Formal deeds were entered into by the Company with directors
whereby all directors are entitled to take such legal advice as
they require at any time and from time to time on any matter
concerning or in relation to their rights, duties and obligations
as directors in relation to the affairs of the Company.
The Board Charter details the roles of the Chairman and
Managing Director as follows.
Role of the Chairman
The role of Chairman is non executive and central to the
effective corporate governance of the Company. The Chairman
leads the Board and General Meetings of the Company and is
instrumental in ensuring effective communications exist
between the Board of Directors and senior management.
The Chairman is also responsible for the following.
• Ensuring the Company has an effective Board and that
there are appropriate procedures in place to evaluate the
performance of the Board as a whole, its individual
directors and committees;
• Ensuring that meetings of the Board are conducted
efficiently and effectively and that the quality of agenda and
Board papers properly inform directors on the operations of
the Company so as to facilitate effective review, analysis,
discussion and decision making by directors;
• Promoting high standards of integrity and ethics;
• Establishing and maintaining a close working relationship
with the Managing Director and providing ongoing support
and advice;
• Overseeing communications with shareholders and other
key stakeholders and representing the Board of Directors
as required.
53
Corporate Governance Statement
Principle 4 - Safeguard integrity in financial reporting
CEO/CFO declarations on financial reports
In accordance with ASXCGC best practice recommendation
4.1 the Chief Executive Officer and Chief Financial Officer are
required to provide written declarations to the Board stating
that in their opinions the Company's financial reports present a
true and fair view, in all material respects, of the Company's
financial position and financial performance are in accordance
with relevant accounting standards.
Audit Committee
Ramelius is not a Company required by ASX Listing Rule 12.7
to have an Audit Committee during the year although it is a
best practice recommendation of the ASXCGC. Notwithstanding
the Listing Rule requirement, the Company has an Audit
Committee in accordance with ASXCGC best practice
recommendation 4.2 to oversee the Company's internal
controls, ethical standards, financial reporting, and external
accounting and compliance procedures.
In June 2005 the Board adopted a formal Charter for the Audit
Committee in accordance with ASXCGC best practice
recommendation 4.4. The Charter details the Audit Committee's
role and responsibilities, composition and membership
requirements. The role of the Chairman of the Audit Committee
is also detailed in the Charter.
The Audit Committee is generally responsible for the integrity of
the Company's financial reporting and overseeing the
performance and independence of the external auditor.
Members of the Audit Committee have full rights to access all
information and records of the Company and to discuss any
matter with the external auditor and senior management. The
Committee also has the right to seek external professional
advice at the cost of the Company.
The Audit Committee's responsibilities are as follows.
• Overseeing establishment, maintenance and reviewing the
effectiveness of the Company's internal control and
ensuring efficacy and efficiency of operations, reliability of
financial reporting and compliance with applicable
Accounting Standards, Regulations and ASX Listing Rules;
• Reviewing, assessing and making recommendations to the
Board on the annual and half year financial reports and
other financial information or formal announcements
published or released by the Company;
• Assessing and ensuring that any significant transactions
and related party dealings are properly recognised,
recorded and disclosed in the Company's financial reports;
• Obtaining and reviewing statements from the Chief
Executive Officer and Chief Financial Officer expressing
opinions on whether the Company's financial records have
been properly maintained and whether financial statements
comply with accounting standards and present a true a
true and fair view;
• Reviewing the effectiveness of the Company's risk
management and internal compliance systems;
• Approving and monitoring appropriate policies,
procedures, codes of conduct and ethical standards for
directors and employees and receiving and assessing
management reports on any deficiencies or weaknesses
that may arise;
Liaising and discussing any relevant issues with the Chief
Executive Officer and Chief Financial Officer;
•
• Assessing the scope of the annual audit and half year
•
review, ensuring emphasis is placed on any areas requiring
special attention;
Liaising with and reviewing all reports of the external
auditor including audit reports, management letters and
independence declarations;
• Reviewing performance and assessing independence of
the external auditor having regard for the provision of any
non audit services and where necessary, making
recommendations relating to audit fees, selection process,
appointment, and removal of the Company's external
auditor;
• Obtaining and reviewing statements confirming the external
auditor's independence;
• Reviewing and monitoring management's response to any
significant external auditor findings and recommendations;
• Reporting generally to the Board on the activities of the
Committee and making any necessary recommendations
relating to areas of improvement;
• Reviewing the contents of statements to be included in the
annual report on the activities of the Committee;
• Ensuring effective communication and reporting of the role
of the Committee to shareholders and other key
stakeholders of the Company;
• Reviewing and assessing annually the performance of the
Committee and the adequacy of this charter.
The Audit Committee currently consists of the two non
executive Board directors, Messrs Kennedy & Nelson, and
chaired by Mr Kennedy who is a qualified Chartered
Accountant. Details of these directors' qualifications and
attendance at meetings are set out in the Directors' Report
section of this report.
The role of Chairman is non executive and central to the
effectiveness of the Audit Committee and its contribution to the
Board's overall responsibility for the Corporate Governance of
the Company. The Chairman leads the Committee and its
meetings and is instrumental in ensuring effective
communications exist between the Committee and the Board
of Directors, senior management and external auditor. The
Chairman is also responsible for the following.
54
Corporate Governance Statement
•
•
•
•
•
the half yearly financial report lodged with the Australian
Stock Exchange and thereby the Australian Securities and
Investments Commission and sent to all shareholders who
request it;
notifications relating to any proposed major changes in the
Company which may impact on share ownership rights that
are submitted to a vote of shareholders;
notices of all meetings of shareholders;
publicly released documents including full text of notices of
meetings and explanatory material made available on the
Company's internet web-site at www.rameliusresources.com.au
and sent by email to shareholders who request to receive
such information electronically; and
disclosure of the Company's Corporate Governance
practices and communications strategy on the entity's
internet web-site.
The Board encourages full participation of shareholders at the
Annual General Meeting to ensure a high level of accountability
and identification with the Company's strategy and goals.
Important issues are presented to the shareholders as single
resolutions. In accordance with ASXCGC best practice
recommendation 6.2 the external auditor of the Company is
also invited to the Annual General Meeting of shareholders and
is available to answer any questions concerning the conduct,
preparation and content of the auditor's report. Pursuant to
section 249K of the Corporations Act 2001 the external auditor
is provided with a copy of the notice of meeting and related
communications received by shareholders.
Principle 7 - Recognise and manage risks
Risk Assessment and Management
The Board recognises that there are inherent risks associated
with the Company's operations including mineral exploration
and mining, environmental, title and native title, legal and other
operational risks. The Board endeavours to mitigate such risks
by continually reviewing the activities of the Company in order
to identify key business and operational risks and ensuring that
they are appropriately assessed and managed.
Principle 8 - Encourage enhanced performance
Performance Evaluation
The Board evaluates the performance of the Managing Director
and Company Secretary on a regular basis and encourages
continuing professional development. The Company's
remuneration practices are disclosed in the Remuneration
Report section of the Directors Report.
• Ensuring the Audit Committee has appropriate procedures
in place to evaluate the performance and effectiveness of
the Committee as a whole and its individual Members;
• Ensuring that meetings of the Audit Committee are
conducted efficiently and effectively and that the quality of
agendas and papers properly inform Members on matters
before the Committee that facilitates effective review,
analysis, discussion and decision making by Members of
the Committee;
• Promoting high standards of integrity and ethics;
• Maintaining a close working relationship with the Managing
Director, senior management and external auditor so as to
facilitate an effective flow of relevant and appropriate
information to the Committee;
• Ensuring that the Board is kept informed on all matters
relating to the activities of the Committee and overseeing
any communications concerning its activities with share
holders and other key stakeholders.
The Committee meets at least two times per annum and
reports to the Board. The Managing Director, Chief Financial
Officer and external auditor may by invitation attend meetings
at the discretion of the Committee.
Principle 5 - Making timely and balanced disclosure
Continuous Disclosure
The Company operates under the continuous disclosure
requirements of the ASX Listing Rules and ensures that all
information which may be expected to affect the value of the
Company's securities or influence investment decisions is
released to the market in order that all investors have equal
and timely access to material information concerning the
Company. The information is made publicly available on the
Company's website following release to the ASX.
Principle 6 - Respect the rights of shareholders
The Role of Shareholders
The Board aims to ensure that shareholders are informed of all
major developments affecting the Company's state of affairs.
In accordance with the ASXCGC best practice
recommendation 6.1, information is communicated to
shareholders as follows:
•
the annual financial report which includes relevant
information about the operations of the Company during
the year, changes in the state of affairs of the entity and
details of future developments, in addition to the other
disclosures required by the Corporations Act 2001;
55
Corporate Governance Statement
Principle 9 - Remunerate fairly and responsibly
Remuneration Policy
In accordance with ASXCGC best practice recommendation
9.1 the Company's remuneration practices are set out as follows.
The Company's Constitution specifies that the total amount of
remuneration of non executive directors shall be fixed from time
to time by a general meeting. The current maximum aggregate
remuneration of non executive directors has been set at
$200,000 per annum. Directors may apportion any amount up
to this maximum amount amongst the non executive directors
as they determine. Directors are also entitled to be paid
reasonable travelling, accommodation and other expenses
incurred in performing their duties as directors. The remuneration
of the Managing Director is determined by the non-executive
directors on the Board as part of the terms and conditions of
his employment which are subject to review from time to time.
The remuneration of other executive officers and employees is
determined by the Managing Director subject to the approval
of the Board.
In accordance with ASXCGC best practice recommendation
9.3 non-executive director remuneration is by way of fees and
statutory superannuation contributions. Non-executive directors
do not participate in schemes designed for remuneration of
executives nor do they receive options or bonus payments and
are not provided with retirement benefits other than statutory
superannuation.
The Company's remuneration structure is based on a number
of factors including the particular experience and performance
of the individual in meeting key objectives of the Company.
The Board is responsible for assessing relevant employment
market conditions and achieving the overall, long term
objective of maximising shareholder benefits, through the
retention of high quality personnel.
The Company does not presently emphasise payment for
results through the provision of cash bonus schemes or other
incentive payments based on key performance indicators of
Ramelius given the nature of the Company's business as a
recently listed mineral exploration entity and the current status
of its activities. However the Board may pay cash bonuses
from time to time in order to reward individual executive
performance in achieving key objectives as considered
appropriate by the Board. Cash bonuses were paid in
December 2004 to the Managing Director and Company
Secretary in accordance with this policy as disclosed in the
Remuneration Report section of the Directors Report.
The Company also has an Employee Incentive Plan approved
by shareholders that enables the Board to offer eligible
employees ordinary fully paid shares and/or options to ordinary
fully paid shares in the Company. Under the terms of the Plan,
shares and/or options to shares may be offered to the
Company's eligible employees by way of interest free loans
repayable in accordance with the terms and conditions of the
Plan. The objective of the Plan is to align the interests of
56
employees and shareholders by providing employees of the
Company with the opportunity to participate in the equity of the
Company as an incentive to achieve greater success and
profitability for the Company and to maximise the long term
performance of the Company.
No shares or options were issued to employees under the Plan
during or since the end of the financial year.
The employment conditions of the Managing Director,
Mr Houldsworth and specified executives are formalised in
contracts of employment commencing 1 July 2005 and
expiring on 30 June 2008. The Company may terminate the
contracts without cause by providing six months written notice
or making a termination payment in lieu of notice of an amount
equal to half of the remuneration to be paid for the remainder
of the contract with a minimum termination payment equal to
twelve months remuneration under the contract. However any
such termination payment is subject to the requirements of
ASX Listing Rule 10.19, and in the event that the value of termi-
nation benefits to be paid and the value of all other termination
benefits that are or may be payable to all officers of the
Company together exceed 5% of the equity interests of the
Company as set out in the latest accounts given to the ASX,
the payment shall be pro-rata based on the maximum total
termination benefits allowable under ASX Listing Rule 10.19.
Termination payments are not generally payable on resignation
or dismissal for serious misconduct.
Details of directors' and executives/officers' remuneration,
superannuation and retirement payments are set out in the
Remuneration Report section of the Directors' Report.
Employee Share/Option Scheme
The Company has an Employee Incentive Plan approved by
shareholders that enables the Board to offer eligible employees
ordinary fully paid shares and/or options to ordinary fully paid
shares in the Company in accordance with ASXCGC best
practice recommendation 9.4. The non-executive directors are
not eligible to participate in the Plan. No shares or options were
issued to employees during the 2005 financial year. Further
details of the terms of the Plan are disclosed in the
Remuneration Report section of the Directors' Report.
Principle 10 - Recognise the legitimate interests of
stakeholders
Code of Conduct
The Company requires all its directors and employees to abide
by the highest standards of behaviour, business ethics and in
accordance with the law. In discharging their duties, Directors
of the Company are required to:
•
•
•
•
•
•
•
•
act in good faith and in the best interests of the Company;
exercise care and diligence that a reasonable person in
that role would exercise;
exercise their powers in good faith for a proper purpose
and in the best interests of the Company;
not improperly use their position or information obtained
through their position to gain a personal advantage or for
the advantage of another person to the detriment of the
Company;
disclose material personal interests and avoid actual or
potential conflicts of interests;
keep themselves informed of relevant Company matters;
keep confidential the business of all directors meetings; and
observe and support the Board's Corporate Governance
practices and procedures.
Glossary of Terms
AEROMAGNETICS:
A geophysical technique measuring changes in the earth's magnetic field from an airborne craft.
AIR-CORE:
ANOMALOUS:
ARCHAEAN:
AURIFEROUS:
AUGER:
ASX:
Au:
Az:
BASE METAL:
CALCRETE:
CARBONATE:
COMPANY:
COSTEAN:
CUT:
DIP:
A method of rotary drilling whereby rock chips are recovered by air flow returning inside the
drill rods rather than outside, thereby providing usually reliable samples.
A departure from the expected norm. In mineral exploration this term is generally applied to
either geochemical or geophysical values higher or lower than the norm.
The oldest rocks of the Earth's crust - older than 2,400 million years.
Gold bearing material
A screw-like boring or drilling tool for use in clay or soft sediments.
The Australian Stock Exchange Limited (ACN 008 629 691)
Gold
Azimuth, a surveying term, the angle of horizontal difference, measured clockwise, of a
bearing from a standard direction, as from north.
Non precious metal, usually referring to copper, zinc and lead.
Soil and superficial material cemented by calcium carbonate.
A common mineral type consisting of carbonates of calcium, iron, and/or magnesium.
Ramelius Resources Limited (ACN 001 717 540)
A trench dug through soil to expose the bedrock.
A term used when referring to average assays where the grade of a particularly high-grade
interval is reduced to a lesser value.
The angle at which rock stratum or structure is inclined from the horizontal.
DISSEMINATED:
Usually referring to minerals of economic interest scattered or diffused through out the host rock.
DYKE:
EL:
ELA:
EM:
EOH:
FAULT:
F.C.I.:
FELSIC:
Tabular igneous intrusive cutting the bedding or planar features in the country rock.
Exploration Licence.
Exploration Licence application.
Electromagnetic, a geophysical technique used to detect conductive material in the earth.
End of Hole.
A fracture in rocks along which rocks on one side have been moved relative to the rocks on
the other.
Free carried interest.
Light coloured rock containing an abundance of any of the following: - feldspars,
felspathoids and silica.
FERRUGINOUS:
Containing iron.
GEOCHEMICAL EXPLORATION:
Used in this report to describe a prospecting technique, which measures the content of
certain metals in soils and rocks and defines anomalies for further testing.
GEOPHYSICAL EXPLORATION:
The exploration of an area in which physical properties (e.g., Resistivity, gravity, conductivity,
and magnetic properties) unique to the rocks in the area quantitatively measured by one or
more geophysical methods.
g/cc:
g/t:
grams per cubic centimetre
grams per tonne
57
Glossary of Terms
GOSSAN:
The oxidised, near surface part of underlying primary sulphide minerals.
GROSS GOLD ROYALTY:
A royalty payment based on the total amount of product (gold) produced.
GRADE:
g/t - grams per tonne, ppb - part per billion, ppm - parts per million.
GRATICULAR BLOCK:
With respect to Exploration Licences, that area of land contained within one minute of
Latitude and one minute of Longitude.
GSWA:
ha:
JORC:
km:
KOMATIITE:
LAG:
LATERITE:
LEACHWELL:
LODE DEPOSIT:
MASSIVE:
MINERALISED:
M:
M TONNES:
ML:
MLA:
NATIVE TITLE:
The Geological Survey of Western Australia.
Hectare
The Australasian Code for Reporting of Mineral Resources and Ore Reserves
kilometre
An ultramafic rock with high magnesium content extruded from a volcano.
A residual deposit remaining after finer particles have been blown away by wind.
Highly weathered residual material rich in secondary oxides or iron and/or aluminium.
An analytical method.
A vein or other tabular mineral deposit with distinct boundaries.
Large in mass, having no stratification. Homogeneous structure.
Rock impregnated with minerals of economic importance.
metre
million tonnes
Mining Lease.
Mining Lease Application.
Native Title is the recognition in Australian law of indigenous Australian's rights and
interests in land and waters according to their own traditional laws and customs. In June
1992, the High Court of Australia, in the case of Mabo v Queensland (1992) 175
Commonwealth Law Reports 1, overturned the idea that the Australian continent belonged
to no one at the time of European's arrival. It recognised for the first time that indigenous
Australians may continue to hold native title. Indigenous Australians may now make native
title claimant applications seeking recognition under Australian law of their native title
rights.
NATIVE TITLE TRIBUNAL:
The Native Title Tribunal set up under the Native Title Act 1993.
OPEN PIT:
ORE GRADE:
OXIDISED:
oz:
PEDOGENIC:
PENTLANDITE:
A mine excavation produced by quarrying or other surface earth-moving equipment.
The grade of material that can be (or has been) mined and treated for an economic return.
near surface decomposition by exposure to the atmosphere and groundwater, compare to
weathering.
ounces
The development of soil.
An important ore of nickel (FeNi)9S8
PERCUSSION DRILLING:
Method of drilling where rock is broken by the hammering action of a bit and the cuttings
are carried to the surface by pressurised air returning outside the drill pipe.
PL:
PLA:
Prospecting Licence.
Prospecting Licence application
58
Glossary of Terms
PORPHYRY:
ppb:
PRIMARY GOLD:
A felsic or sub volcanic rock with larger crystals set in a fine groundmass.
parts per billion
Gold mineralisation that has not been subject to weathering processes, as opposed to
Secondary Gold.
PROTEROZOIC:
The Precambrian era after Archaean.
PYRITE:
PYRRHOTITE:
QUARTZ:
RAB DRILLING:
RC DRILLING:
REGOLITH:
REIDEL FAULT:
RESERVE:
RESOURCE:
A common, pale bronze iron sulphide mineral.
An iron sulphide mineral.
Mineral species composed of crystalline silica.
Rotary Air Blast Drilling: Method of drilling in which the cuttings from the bit are carried to
the surface by pressurised air returning outside the drill pipe. Most “RAB” drills are very
mobile and designed for shallow, low-cost drilling of relatively soft rocks.
Reverse Circulation Drilling: A method of drilling whereby rock chips are recovered by air
flow returning inside the drill rods rather than outside, thereby providing usually reliable
samples.
A layer of fragmented and unconsolidated material that overlies or covers basement.
A slip surface that develops during the early stage of shearing.
The mineable part of a resource to which a tonnage and grade has been assigned
according to the JORC code.
Mineralisation to which a tonnage and grade has been assigned according to the JORC
code.
ROCK CHIP SAMPLE:
A series of rock chips or fragments taken at regular intervals across a rock exposure.
SECONDARY GOLD:
Gold mineralisation that has been subject to and usually enriched by weathering
processes.
SEDIMENTARY ROCKS:
Rocks formed by deposition of particles carried by air, water or ice.
SHEAR ZONE:
A generally linear zone of stress along which deformation has occurred by translation of
one part of a rock body relative to another part.
SILICIFIED:
Alteration of a rock by introduction of silica.
STRATIGRAPHY:
The study of formation, composition and correlation of sedimentary rocks.
STRIKE:
SULPHIDES:
t:
TEM:
The direction of bearing of a bed or layer of rock in the horizontal plane.
Minerals consisting of a chemical combination of sulphur with a metal.
tonnes
Transient Electromagnetic, a geophysical technique used to detect conductive material in
the earth.
TOLL TREATMENT:
The treatment of ores where payment is made to the operator of the treatment plant
according to the amount of material being treated.
TREMOLITE:
ULTRAMAFIC:
UNCUT:
A pale coloured amphibole mineral.
An igneous rock comprised chiefly of mafic minerals.
A term used when referring to average assays where the grade of a particularly high-grade
interval is not reduced to a lesser value.
VACUUM DRILLING:
A method of rotary drilling where the drill cuttings are recovered inside the drill rods by a
vacuum system.
59
Stock Exchange Code
RMS: Shares
RMSO: Options
Listed on Australian Stock Exchange Limited
Home Exchange: Adelaide
Level 19, 91 King William Street
Adelaide SA 5000
Share Registrar
Location of Share Register
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
Telephone: (08) 8236 2300 or 1300 556 161
Facsimile: (08) 8236 2305
Email: info@computershare.com.au
Auditors
Grant Thornton
Chartered Accountants
67 Greenhill Road
WAYVILLE SA 5034
Lawyers
DMAW Lawyers
Level 3, 80 King William Street
ADELAIDE SA 5000
Corporate Directory
Principal Registered Office
Ramelius Resources Limited
140 Greenhill Road UNLEY SA 5061
GPO Box 1373 ADELAIDE SA 5001
Telephone: (08) 8373 6473 / (08) 8373 5588
Facsimile: (08) 8373 5917
Email: info@rameliusresources.com.au
Website: www.rameliusresources.com.au
Perth Exploration Office
Suite 3, 14 The Avenue
MIDLAND WA 6056
P.O. BOX 1527 MIDLAND WA 6936
Telephone: (08) 9250 6644
Facsimile: (08) 9250 6699
Email: rameliuswa@tpg.com.au
Directors, Senior Management
and Consultants:
Robert Michael Kennedy
ASIT, Grad. Dip. (Systems Analysis)
FCA, ACIS, FAIM, FAlCD
Non-Executive Chairman
Joseph Fred Houldsworth
Chief Executive Officer
Managing Director
Reginald George Nelson
BSc (MATHS), FAusIMM, FAICD
Non-Executive Director
Domenico Antonio Francese
BEc, FCA, ASIA
Company Secretary
Gordon John Dunbar
BSc (Hons), MSc, Dip. lmperial College,
FAusIMM, FAIG, AuslMM Chartered
Professional (Geology) Consultant Geologist
Alan Paul Rudd
B.APP.SC, MAIG
Consulting Goldfields Exploration Manager
Matthew Ian Svensson
B.APP.SC, MAIG
Project Geologist
Yvonne Weissgerber
Consulting Tenement Manager
60
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