2010 ANNUAL REPORT FOUNDATIONS FOR THE FUTURE KULA GOLD LImITED ACN 126 741 259 Corporate DireCtory DireCtors David Frecker Lee spencer John Watkins Louis rozman peter Bradford Mark stowell CoMpaNy seCretary John Watkins Chairman Managing Director and Chief executive officer executive Director and Chief Financial officer Non-executive Director Non-executive Director Non-executive Director registereD oFFiCe suite 2, Level 15, 1 york street sydney NsW 2000 t: +61 2 9262 5651 F: +61 2 9262 5680 e: info@kulagold.com.au www.kulagold.com.au auDitor pricewaterhouseCoopers australia Darling park tower 2, 201 sussex street sydney NsW 2000 t: +61 2 8266 0000 share registry Link Market services Limited Level 12, 680 george street, sydney NsW 2000 t: 1300 554 474 or +61 2 8280 7111 stoCk exChaNge ListiNg australian securities exchange asx CoDe: kgD CONTENTS chairmans letter ceO repOrt Overview DirectOrs’ repOrt remUneratiOn repOrt aUDitOr’s inDepenDence DeclaratiOn cOrpOrate GOvernance statement Financial statements DirectOrs’ DeclaratiOn inDepenDent aUDitOr’s repOrt tO the members OF kUla GOlD aDDitiOnal inFOrmatiOn 4 6 17 25 36 37 44 90 91 93 2010 ANNUAL REPORT 3 CHAIRmAN’S LETTER since the listinG OF the cOmpany’s shares, we have annOUnceD FUrther encOUraGinG explOratiOn resUlts FrOm the OnGOinG DrillinG prOGram On wOODlark islanD. 4 KULA GOLD LImITED ACN 126 741 259 DaviD FreCker it is my pleasure to invite all shareholders to read our first annual report as a listed public company. your company made great progress during 2010. Central to this was kula gold’s successful initial public offering (ipo) which resulted in the listing of its shares on the australian securities exchange on 16 November 2010. The IPO provided Kula Gold with $52 million of new capital to fund its ongoing exploration activity on Woodlark Island in Papua New Guinea and the completion of the definitive feasibility study for the proposed Woodlark Island Gold Project. At the end of the financial year, on 31 December 2010, the Company had cash of $48 million, most of which was held on fixed deposit with major Australian trading banks. Kula Gold’s executive and management team, headed by Lee Spencer as Managing Director and CEO, has recently been augmented by a number of key senior appointments, including a Project Manager who will lead the construction and development of the Woodlark Island Gold Project. Since the listing of the Company’s shares, we have announced further encouraging exploration results from the ongoing drilling program on Woodlark Island. Work on the definitive feasibility study, including detailed environmental studies and land investigations, is on track. The executive and management team is giving it top priority and ensuring that all necessary resources, internal and external, are engaged for this purpose. Details of our exploration success and progress on the feasibility study are contained in the CEO Report which follows. It is an exciting time to be looking at the start-up of a new gold mine in Papua New Guinea. Gold is a commodity that continues to be in great demand and Papua New Guinea is a place of global significance for mineral exploration and resource development. It has some of the world’s largest gold, copper and gas deposits and is experiencing strong growth through a surge of investment in the resources sector. The foreign exchange reserves of the country are near a record high level. Kula Gold views Papua New Guinea as an excellent country in which to do business. On Woodlark Island, the Project enjoys widespread support from the local people. It has the potential to deliver to them long-term benefits in the form of employment opportunities and new social infrastructure as well as financial benefits. The IPO Prospectus set out an indicative timetable for Kula Gold to develop the Woodlark Island Gold Project with production scheduled for late 2013. I thank shareholders for their support and I hope you find this Annual Report informative. David Frecker Chairman 2010 ANNUAL REPORT 5 Lee k speNCer CEO REPORT OvERvIEw the year ending 31 December 2010 has been an important stepping stone for kula gold on the path towards the development of an operating gold mine on the Company’s core asset on Woodlark island, Milne Bay province, papua New guinea. At a corporate level, with the objective of supporting the Company’s ongoing exploration programs to build even further on the current resources and to complete all necessary prerequisites including a DFS and EIS as part of the process of lodging a Mining Lease Application with the PNG Government by 2012, the Company completed: + A successful Initial Public Offering (IPO) and a listing on the Australian Securities Exchange (ASX) on 16 November 2010; + Net $52 million fund raising for the IPO, which underwrites the Company’s aggressive growth plans for 2011; + Establishment of corporate headquarters in Sydney; + Initiating the building of a corporate and technical team which will oversee the Company into the development phase. The year ahead augurs well for the prospect to increase the global resource base by new discoveries. In the short term, the Company’s aim is to establish sufficient resources to justify a third pit and the potential for a higher production profile for gold mining operations on Woodlark Island than that indicated by the (PFS). The transition from pure explorer to developer is gathering pace with significant milestones achieved including: + A global Joint Ore Reserves Committee (JORC) Resource of 1.75 million ozs of gold contained within three deposits, two of which are currently open in all directions and will be subject to intensive drilling in 2011; + A major infill drilling program at Busai which culminated in a maiden JORC reserve of 584,000 ozs of gold from an in-pit mining inventory of 772,000 ozs from two proposed open pits located at Kulumadau and Busai, respectively; + Completion of a Pre-Feasibility Study (PFS) which demonstrated the robust economics of developing a gold mining operation from the proposed Kulumadau and Busai open pits. Sufficient mining inventory had been established in these areas at the time of the PFS to support a 100,000 oz per annum operation with a mine life of around 7 years utilising a proposed 1.5 million tonne per annum plant; + Confirmation of the excellent regional exploration potential by the recognition of an additional 8 other low sulphidation, epithermal targets on Woodlark Island. Reconnaissance Reverse Circulation (RC) drilling was initiated at the Woodlark King Prospect at the end of the year with significant intersections being achieved which highlighted the possibility of a third pit being included in the Definitive Feasibility Study (DFS); + Completion of an Environmental Baseline Study and initiation of long lead time items constituting part of the Environmental Impact Study (EIS); + Initiation of the Definitive Feasibility Study (DFS) during the year. 6 KULA GOLD LImITED ACN 126 741 259 resOUrces Resources are the lifeblood of a project, so a considerable amount of the total metres of 66,713 of RC and 3,108 metres of diamond drilled in the reporting period were targeted at infill drilling to increase confidence in the resources established in prior years which were used in the PFS completed in early 2010. Resource estimation for the Woodlark Gold Project was carried out by resource specialist, Mr John Doepel, Principal Geologist for Continental Resource Management Pty Ltd (CRM). Resources were calculated for Busai and Kulumadau on the basis of a total of 735 drill holes containing a total of 79,239 assays with drill spacing typically on 25 to 50 metre section lines. A resource was calculated for Boniavat on the back of limited drilling by previous operators. Significant potential remains for the discovery of further mineralisation and resources in these areas. The Resource estimates for the Woodlark Island Gold Project, reported by CRM as at June 2010 and calculated at a 0.5g/t Au cutoff, are shown in Table 1 on page 8. LJ Putland and Associates (LJP) carried out open pit optimisation studies at a US$900 per ounce gold price for the Kulumadau and Busai deposits to derive a mining inventory. The pit optimisations included all resource categories including Inferred. A summary of the Woodlark Open Pit Mining Inventory as of December 2010 is shown in Table 2. Of the total Mining Inventory of 772,000 ozs, some 75% were classified in the Measured and Indicated Resource Category, which has given the Company a high confidence in the resources established to date. The remaining Inferred is expected to be elevated to a higher resource category during the Definitive Feasibility Study stage. In addition, LJP established a maiden reserve for the project. A Probable Reserve of 7.7Mt @ 2.4g/t Au for the Busai and Kulumadau Pits were produced in a reserve statement by LJP in July 2010, as set out in Table 3 on page 9. Drilling Rig on Woodlark Island sigNiFiCaNt poteNtiaL reMaiNs For the DisCovery oF Further MiNeraLizatioN aND resourCes iN these areas oF BoNiavat 2010 ANNUAL REPORT 7 CEO REPORT table 1: wOODlark resOUrce estimate 2010 WooDLark resourCe estiMate – CrM aND pFs JuNe 2010 Deposit Category toNNage Mt goLD graDe au g/t CoNtaiNeD au ozs CUT OFF 1.0 g/t Au Busai Kulumadau Measured Indicated Inferred total Measured Indicated Inferred total Total Resources Measured Indicated Inferred resource Measured Indicated Inferred total Measured Indicated Inferred total Inferred totaL Busai CUT OFF 0.5 g/t Au Kulumadau Boniavat Total Resources Measured Indicated Inferred resource totaL 2.0 2.9 2.8 7.7 2.8 1.2 2.2 6.2 4.8 4.1 5.0 14.0 3.6 7.1 10.0 20.8 4.5 2.8 5.3 12.7 1.7 8.1 9.9 17.0 35.0 2.1 2.7 3.0 2.6 2.6 2.6 2.8 2.7 2.4 2.7 2.9 2.7 1.5 1.5 1.4 1.5 1.9 1.5 1.6 1.7 1.6 1.7 1.5 1.5 1.5 130,000 250,000 270,000 660,000 240,000 100,000 200,000 540,000 370,000 350,000 470,000 1,200,000 170,000 350,000 460,000 980,000 275,000 140,000 270,000 685,000 85,000 445,000 490,000 815,000 1,750,000 Note: Figures are rounded to the nearest significant decimal place; the Busai Inferred resource at 0.5 g/t Au cut off includes 3.9Mt at 0.9 g/t Au containing 110,000 ozs of gold from Munasi, 2km southwest of Busai. Totals may appear incorrect due to appropriate rounding of individual values. 8 KULA GOLD LImITED ACN 126 741 259 table 2: wOODlark Open pit mininG inventOry estimate 2010 WooDLark resourCes aND opeN pit MiNe iNveNtory estiMate – pFs JuNe 2010 Category toNNage Mt goLD graDe au g/t CoNtaiNeD au ozs Deposit Busai Kulumadau Measured Indicated Inferred total Measured Indicated Inferred total Total Mining Inventory Measured Indicated Inferred resource totaL 2.1 2.2 1.3 5.7 2.7 0.6 0.6 4.0 4.9 2.8 1.9 9.6 1.9 2.7 3.4 2.6 2.5 2.3 2.3 2.4 2.2 2.6 3.0 2.5 129,000 195,000 141,000 465,000 218,000 42,000 47,000 308,000 347,000 237,000 188,000 772,000 Note: Figures are rounded to the nearest significant decimal place; the open pit strip ratio is Busai 12:1, Kulumadau 13:1. table 3: JOrc Ore reserves WooDLark reserves estiMate – pFs JuNe 2010 Deposit Category toNNage Mt goLD graDe au g/t CoNtaiNeD au ozs CUT OFF 1.0 g/t Au Kulumadau Busai Total totaL Probable Probable Probable reserve Note: Refer to Competence Persons Statements on page 95. DevelOpment 3.3 4.4 7.7 7.7 2.4 2.3 2.4 2.4 260,000 324,000 584,000 584,000 Discovery of resources is essential to the growth of a project, however, these resources must be demonstrated to be economic and therefore place the project firmly on the path to development and eventual production. Therefore, during 2010, a PFS was completed by LJP on the Mining Inventory that had been established by June of the year. The PFS demonstrated the following: + Sufficient ore had been established at the time of the PFS to justify a 1.5Mt pa plant producing on an annualised basis approximately 100,000 ozs per annum; + Average head feed grades of 2.5g/t Au; + Overall metallurgical recovery of around 92% using an initial gravity circuit followed by a standard Carbon In Leech (CIL) processing plant; + Project life of 7 years; and + Estimated capital cost of US$135 million and an average life-of-mine cash cost including royalties of approximately US$550 per oz. 2010 ANNUAL REPORT 9 CEO REPORT kuLuMaDau pit DesigN aND BLoCk MoDeL legend 1 to 3 g/t Au 3 to 5 g/t Au > 5 g/t Au Busai pit DesigN aND BLoCk MoDeL legend 1 to 3 g/t Au 3 to 5 g/t Au > 5 g/t Au 10 KULA GOLD LImITED ACN 126 741 259 inDicative DevelOpment timeline 2010 IPO EIS MOA DFS FInAnCIng eXPlORATIOn MIne deVelOPMenT COnSTRUCTIOn PROdUCTIOn 2011 2012 2013 Additional financing completed Exploration drilling Permitting Detailed engineering Construction Production NOTE: Compensation and relocation agreement forms part of the MOA timeline SOURCE: Kula Gold. The robust economics of the project in combination with a strong market for gold dictated that a DFS should be initiated. In Papua New Guinea, for a Mining Lease to be granted, the Company is required to submit a DFS together with an EIS in conjunction with a Memorandum of Agreement (MOA) with the Local Landholders, Local Level Government, Provincial Government and the National Government. An indicative development timeline for the project is shown above taking into account the various requirements outlined. The Company initiated the DFS and long lead time items for EIS in the last quarter of 2010 reflecting the Board’s confidence in the project. explOratiOn Previous exploration on Woodlark had concluded that gold mineralisation was associated with base metal- carbonate, low sulphidation, epithermal systems formed in Miocene andesitic volcanics and their subvolcanic intrusive equivalents. Pre-1930 historical gold production from Woodlark Island was sourced from both hardrock and alluvial sources with the dominant hardrock mining having taken place at the three centres of Busai, Kulumadau and Boniavat. Joe Boine, senior geologist at Woodlark Island Detailed exploration has only been undertaken at Kulumadau and Busai with reconnaissance drilling at Boniavat being completed in the last quarter of 2010. The bulk of Woodlark Island is covered by a thin veneer of young sediments consisting of coralline detritus and marine clays. The ability to discover resources on Woodlark is due to the experience and persistence of the Company’s exploration team to search beneath this thin cover. By utilising a combination of regional vectors such as structure, aeromagnetics, geochemistry and vegetation anomalies caused by 19th century alluvial mining activities, the potential for discovering further resources has become apparent. A total of eight regional targets have been identified and these have been rated for follow up. 2010 ANNUAL REPORT 11 CEO REPORT explOratiOn (cOntinUeD) The first target was Boniavat where regional reconnaissance drilling in 2010 identified two targets for follow up drilling, namely Woodlark King and Little Mackenzie. Further reconnaissance RC drilling was conducted around the historical workings at Woodlark King with significant downhole intersections being encountered including: + 11 metres @ 2.1g/t Au from 73 metres + 4 metres @ 10.4g/t Au from 32 metres + 19 metres @ 10.4g/t Au from surface + 12 metres @ 4.9g/t Au from surface + 25 metres @ 3.2g/t Au from 34 metres. The Woodlark King area was regarded as having high potential for a third pit to be included in the DFS, scheduled for completion at the end of the third quarter in 2011. Step out drilling at Boniavat is planned for quarter 1 in 2011 to enable a resource to be established by the end of this period. Location map of resources and regional exploration targets against background magnetic intensity. Woodlark King recent drill intersections 12 KULA GOLD LImITED ACN 126 741 259 health, saFety anD the cOmmUnity Kula Gold Limited operates in Papua New Guinea through its 100% owned subsidiary Woodlark Mining Limited and together employs a total of 330 employees from various cultural backgrounds who manage exploration, administration and environmental activities. Safety and health has been the number one issue for the Company operating in the challenging tropical environment on the island. The safety record for the period reported has been satisfactory considering the number of drill rigs and earthmoving machinery involved during exploration. The Company has implemented weekly tool box meetings, incident reports and a designated safety officer to train local Woodlark Islanders in safety procedures and regulations. Through its community relations department, which is responsible for managing community and social issues, the Company has identified the key areas of most concern to the local communities. These include: health Woodlark Island has endemic malaria with few government medical facilities. The Company has established a clinic under the supervision of a health extension officer, the services of which are available to Company employees and their families. The service has also been extended to medical emergencies to any islander. During the year, the Company, in conjunction with Rotary Against Malaria (RAM), has started issuing nets to all of the communities in an effort to curb infant mortality from malaria. emplOyment In conjunction with the local communities, an Employee Consultative Committee has been established to advise the Company on work related issues including but not limited to ensuring a fair and reasonable spread of employment opportunities across the whole of the island. traininG The Company has instituted a training program for equipment operators, surveyors, drillers and other employees. The training program has proved very successful and during the year was placed under the supervision of an expatriate training manager. eDUcatiOn The Company has provided basic educational hardware to various schools throughout the island. 1 2 3 4 1 Health programs have been initiated. 2 Training programs have been instituted. 3 The Company had provided education materials to schools. 4 Community consultation is ongoing. 2010 ANNUAL REPORT 13 CEO REPORT envirOnment The Company is committed to developing the project in an environmentally responsible manner. Due to the fact that significant impacts have already been made on the environment by pre-World War 1 mining operations and by extensive logging operations in the 20th century, extensive baseline environmental studies have been conducted by a number of recognised consultants, expert in the relevant field of study. The baseline studies will constitute an environmental inception report due to be completed in the first quarter of 2011. As a concluding remark I would like to thank the Woodlark Island communities, the local and provincial governments, and the PNG National Government for the support they have given the Company and the project during the year. Special thanks go to our enthusiastic team of employees both in Australia and PNG through whose persistence and efforts the Company has achieved its 2010 objectives. I look forward to the continued support of all stakeholders as we progress the project along the path towards development in 2011. lee k spencer CEO 5 Marine environmental studies have been undertaken 6 Land environmental monitoring is continuing. 5 6 14 KULA GOLD LImITED ACN 126 741 259 FINANCIAL REPORT 2010 ANNUAL REPORT 15 inDex Directors’ Report Remuneration Report Auditor’s Independence Declaration Corporate Governance Statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report to the members Additional Information 17 25 36 37 45 46 47 49 50 90 91 93 16 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt Your directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Kula Gold Limited (referred to hereafter as Kula Gold or the Company) and the entities it controlled at the end of, or during, the year ended 31 December 2010. DirectOrs The following persons were directors of Kula Gold Limited during the whole of the financial year and up to the date of this report: Lee Spencer Louis Rozman Peter Bradford David Frecker was appointed as director on 16 September 2010 and continues in office at the date of this report. John Watkins was appointed as director on 16 September 2010 and continues in office at the date of this report. Mark Stowell was appointed as director on 16 September 2010 and continues in office at the date of this report. Arnold Vogel was a director from the beginning of the financial year until his resignation on 16 September 2010. Raymond Perkes was a director from the beginning of the financial year until his resignation on 16 September 2010. Mark Faul and Greg Dick, alternate directors resigned on 16 September 2010. principal activities The principal activity of the Group is the development of the Woodlark Island Gold Project located on Woodlark Island in Papua New Guinea. DiviDenDs No dividends have been paid or declared during the year (2009: $nil). resUlt OF OperatiOns The net loss from operations of the consolidated entity was $5,058,000 (2009: loss of $1,849,000). 2010 ANNUAL REPORT 17 DirectOrs’ repOrt review OF OperatiOns The year ending 31 December 2010 has been an important stepping stone on the path towards the development of an operating gold mine on the company’s core asset on Woodlark Island, Milne Bay Province, Papua New Guinea. The transition from pure explorer to developer is gathering pace with significant milestones achieved during the year including: exploration: + A JORC Measured, Indicated and Inferred Resource of 1.75 million ozs of gold contained within three deposits. Two of these deposits have scope for expansion and will be subject to intensive drilling in 2011. + A major infill drilling program culminated in a maiden JORC reserve of 584,000 ozs of gold from an in pit mining inventory of 772,000 ozs from two open pits located at Kulumadau and Busai respectively. + Completion of a Pre-Feasibility Study (PFS) which demonstrated the positive economics of developing a gold mining operation from the proposed Kulumadau and Busai Open Pits. The study indicated that sufficient mining inventory had been established in these areas to support a 100,000 ozs per annum operation with a mine life of around 7 years utilising a 1.5 million tonne per annum plant. + Confirmation of the excellent regional exploration potential by the recognition of an additional 8 other low sulphidation, epithermal targets on Woodlark Island. Reconnaissance RC drilling was initiated at the Woodlark King Prospect at the end of the year with significant intersections being achieved which indicate the possibility of a third pit being included in the Definitive Feasibility Study (DFS). + Completion of an Environmental Baseline Study and initiation of long lead time items constituting part of the Environmental Impact Study (EIS). + The Definitive Feasibility Study was commenced following the positive outcome of the PFS. Corporate + A successful Initial Public Offering (IPO) and a listing on the Australian Securities Exchange (ASX) on 16 November 2010. The IPO resulted in a net $52 million to the company which underwrites the company’s aggressive growth plans for 2011. + Initiated the building of a corporate and technical team which will oversee the company into the development phase. environment + The Company is committed to developing the project in an environmentally responsible manner. Extensive baseline environmental studies have been conducted which constitute an Environmental Inception Report since completed. 18 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt siGniFicant chanGes in the state OF aFFairs In September 2010 Kula Gold Pty Ltd converted to a public company, changed its company name to Kula Gold Limited and reorganised its share capital. On 16 November 2010, the Group listed on the Australian Securities Exchange (ASX) raising $58 million before capital raising costs. In the opinion of the directors there were no other significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this annual report. matters sUbseqUent tO the enD OF the Financial year On 16 March 2011, 200,000 options were granted to Company employees under the Kula Gold Option Plan at an exercise price of $1.80. The options are exercisable on or before 5 years from the date of grant of the options. likely DevelOpments anD expecteD resUlts OF OperatiOns Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this annual report because the directors believe it would be likely to result in unreasonable prejudice to the Group. envirOnmental reGUlatiOn The Group is subject to significant environmental regulation in respect of its exploration activities as set out below. The Group’s exploration activities in Papua New Guinea are subject to the environmental regulation of Papua New Guinea. The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Group are not aware of any breach of environmental legislation for the period under review. 2010 ANNUAL REPORT 19 DirectOrs’ repOrt inFOrmatiOn On DirectOrs David Frecker Ba, LLM Independent Chairman and Non Executive Director. Age 62. Experience and expertise David Frecker was appointed as a Non executive Director of Kula Gold in September 2010 and has been elected Chairman of the Board. David is a commercial lawyer with over 35 years experience in practice in Australia and PNG. He is a partner of Blake Dawson, practising in the corporate and commercial area and specialising in mining, oil & gas and resources law, and all aspects of commercial law in PNG. Prior to joining Blake Dawson in 1980, David worked for five years in the Mining and Major Projects Section of the State Solicitor’s Office in PNG. He subsequently spent four years as one of Blake Dawson’s resident partners in PNG. David is a member of AMPLA (the Resources and Energy Law Association of Australia) and the Resources, Energy and Environmental Law Committee of the Law Council of Australia. He is admitted to practise in Australia and PNG and holds Bachelor of Arts, Bachelor of Laws and Masters of Laws degrees from the University of Sydney. Other current directorships The Kokoda Track Foundation Limited. Former directorships in last 3 years None. Special responsibilities Independent Chairman. Member of the Audit Committee. Member of the Remuneration and Nomination Committee. Interests in shares and options + 10,000 ordinary fully paid shares; and + 100,000 KGDOPT2 class options to acquire ordinary fully paid shares. Lee spencer Msc app (Mineral Exploration) Managing Director and CEO. Age 57. Experience and expertise Lee is a Geologist with over 30 years experience in the mining industry. He has proven expertise in operating mines, project development and exploration and has worked in South East Asia and PNG since 1976. Lee has been associated with the Woodlark Island Gold Project for over ten years. Lee has held numerous senior executive positions in the mining industry including CEO of BDI Mining Corp and VP of Exploration for Indomin Resources Ltd. Lee has extensive developing country experience and has been credited with several project discoveries and developments in the region, including the Cempaka diamond mine in Indonesia. Lee holds an MSc App (Mineral Exploration) degree from the University of New South Wales. 20 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt inFOrmatiOn On DirectOrs (cOntinUeD) Other current directorships None. Lee Spencer has been Kula Gold’s Chief Executive Officer and Managing Director since July 2007. Former directorships in last 3 years None. Special responsibilities Managing Director. Member of the Risk Committee. Interests in shares and options + 542,370 ordinary fully paid shares; and + 1,126,155 KGDOPT1 class options to acquire ordinary fully paid shares. John Watkins Ba (Acct/Geo), Diploma in Geoscience (Min Ec) Executive Director and CFO. Age 56. Experience and expertise John Watkins has been Kula Gold’s Chief Financial Officer since January 2008. John is an accountant and mining executive with over 30 years experience working in the resources sector. He was previously the Commercial Manager at Barrick Gold Corporation’s Porgera Gold Mine and has worked in PNG or on PNG projects for approximately 18 years. John has held the positions of CFO, Financial Controller and Company Secretary for AMEX, ASX and TSX listed mining companies, including Endeavour Silver Corp and Nicron Resources Ltd. John is a member of the Australian Society of CPAs, FCIS, FFin and a Fellow of the Australasian Institute of Mining and Metallurgy. He has a BA (Acct/Geo) degree and a Diploma in Geoscience (Min Ec) from Macquarie University. Other current directorships None. Former directorships in last 3 years None. Special responsibilities Executive Director. Interests in shares and options + 275,600 ordinary fully paid shares; and + 563,078 KGDOPT1 class options to acquire ordinary fully paid shares. 2010 ANNUAL REPORT 21 DirectOrs’ repOrt inFOrmatiOn On DirectOrs (cOntinUeD) Louis rozman Beng (Mining), Masters in Geoscience (Min Ec) Non Executive Director. Age 53. Experience and expertise Louis Rozman has been a Non Executive Director of Kula Gold since July 2007. Louis is a Mining Engineer and executive with 30 years experience operating and constructing projects in Africa, Australia and PNG. Louis was Chief Operations Officer of Aurion Gold Limited and was instrumental in the development of its predecessor, Delta Gold Limited. Louis is currently Investment Director of Pacific Road Capital Management Pty Ltd. Louis is a Fellow and Chartered Professional (Management) of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Company Directors. He has a BEng (Mining) degree from the University of Sydney and a Masters in Geoscience (Min Ec) from Macquarie University. Other current directorships Pacific Energy Ltd, Mawson West Ltd and Carbon Energy Ltd. Former directorships in last 3 years Timmins Gold Corp. Special responsibilities Non Executive Director. Member of the Risk Committee. Chairman of the Remuneration and Nomination Committee. Interests in shares and options + 359,023 ordinary fully paid shares; and + 100,000 KGDOPT1 class options to acquire ordinary fully paid shares. peter Bradford Bappsc Independent Non Executive Director. Age 52. Experience and expertise Peter Bradford has been a Non Executive Director of Kula Gold since September 2008. Peter is a Metallurgist and corporate executive with 30 years of gold and base metals operational experience in Africa and Australia. Peter is a Fellow of the Australasian Institute of Mining and Metallurgy, a Member of the Society for Mining Engineers, a member of the Australian Institute of Company Directors and an honorary life time member of the Ghana Chamber of Mines. He holds a BAppSc degree in Extractive Metallurgy from the Western Australian School of Mines. Other current directorships Peter is currently President and CEO of Copperbelt Minerals Limited and a non-executive director of Ashburton Minerals Limited. Former directorships in last 3 years Anvil Mining Limited from 1998 to 2009 and Golden Star Resources Ltd from 1999 to 2007. 22 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt inFOrmatiOn On DirectOrs (cOntinUeD) Special responsibilities Member of the Audit Committee. Chairman of the Risk Committee. Interests in shares and options + 432,900 ordinary fully paid shares; and + 100,000 KGDOPT1 class options to acquire ordinary fully paid shares. Mark stowell BBus, Ca Independent Non Executive Director. Age 47. Experience and expertise Mark Stowell has been a Non Executive Director of Kula Gold since September 2010. Mark is a Chartered Accountant with over 20 years of corporate finance and resource business management experience. He served as manager in the corporate division of Arthur Andersen and subsequently in the establishment and management of a number of successful ventures as principal, including resource companies operating in Australia and internationally. He was a founder of Anvil Mining Ltd (DRC) and on its board for seven years until 2000. He was also a founder and Non Executive Director of Incremental Petroleum Limited, an oil and gas producer with operations in Turkey and the USA. He is the Chairman of Mawson West Ltd, an unlisted copper miner operating in Africa, and its associated group company, Orrex Resources Ltd. Mark is also a Non Executive Director of Incremental Oil and Gas Ltd, (ASX: IOG) a California oil and gas producer. Mark is a member of the Institute of Chartered Accountants and has a BBus degree from Edith Cowan University (formerly the WA College of Advanced Education). Other current directorships Mawson West Ltd, Orrex Resources Ltd, Incremental Oil and Gas Ltd. Former directorships in last 3 years Incremental Petroleum Limited. Special responsibilities Chairman of the Audit Committee. Member of Remuneration and Nomination Committee. Interests in shares and options + 25,000 ordinary fully paid shares; and + 100,000 KGDOPT2 class options to acquire ordinary fully paid shares. 2010 ANNUAL REPORT 23 DirectOrs’ repOrt cOmpany secretary Mr John Watkins held the position of Company Secretary during and since the end of the financial year. Qualifications and experience are disclosed on previous pages. meetinGs OF DirectOrs The numbers of meetings of the Company’s Board of directors and of each Board committee held during the year ended 31 December 2010, and the numbers of meetings attended by each director were: bOarD meetinGs meetinGs OF cOmmittees auDit risk reNuMeratioN aND NoMiNatioN NuMBer eLigiBLe to atteND NuMBer atteNDeD NuMBer eLigiBLe to atteND NuMBer atteNDeD NuMBer eLigiBLe to atteND NuMBer atteNDeD NuMBer eLigiBLe to atteND NuMBer atteNDeD D Frecker L Spencer J Watkins L Rozman P Bradford M Stowell A Vogel* R Perkes** 7 15 7 15 15 7 9 9 7 15 7 14 9 6 9 8 *A Vogel: Resigned 16 September 2010. ** R Perkes: Resigned 16 September 2010. 1 – – – 1 1 – – 1 – – – 1 1 – – – 1 – 1 1 – – – – 1 – 1 1 – – – 1 – – 1 – 1 – – 1 – – 1 – 1 – – 24 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt remUneratiOn repOrt The remuneration report is set out under the following main headings: Principles used to determine the nature and amount of remuneration + Details of remuneration + Service agreements + Share based compensation + Additional information The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: + competitiveness and reasonableness; + acceptability to shareholders; + performance linkage / alignment of executive compensation; + transparency; and + capital management. In consultation with external remuneration consultants, the Group has structured an executive remuneration framework that is market competitive and complementry to the reward strategy of the organisation. remuneration and Nomination Committee The role of the Remuneration and Nomination Committee is to attend to matters relating to Kula Gold’s remuneration policy to enable Kula Gold to attract and retain executives who will create value for Shareholders and to oversee remuneration packages for management and employees of Kula Gold. The Committee also attends to matters relating to succession planning and recommends candidates for election or re-election to the Board at each annual Shareholder’s meeting. The Committee will periodically assess the appropriate mix of skills, experience and expertise required on the Board and assess the extent to which the required skills and experience are represented on the Board. The Committee will comprise only non executive Directors, at least three members and a majority of independent Directors. The Committee will be chaired by a non executive director who is not the chair of the Board. The current members of the Remuneration and Nomination Committee are Louis Rozman (Chairman), Mark Stowell and David Frecker. 2010 ANNUAL REPORT 25 DirectOrs’ repOrt DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) The Board has established a remuneration committee which makes recommendations to the board on remuneration and incentive policies and practices and specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non executive directors. The Corporate Governance Statement provides further information on the role of this committee. Non executive directors Non-executive Directors are remunerated by way of directors’ fees within the limit approved by shareholders. The Board determines fees paid to individual Board members. The current maximum aggregate sum which Shareholders have fixed to be paid as fees to non-executive Directors is $300,000 per annum. This amount was fixed by Shareholders at a general meeting held on 20 September 2010. The Chairman is paid an annual fee of $70,000 plus superannuation. Other non-executive Directors are paid annual base fees of $40,000 plus $10,000 for each Chairman of a Board Committee, plus superannuation. Remuneration to non-executive Directors is not paid by commission on, or percentage of, profits or operating revenue. Fees and payments to non executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non executive directors’ fees and payments are reviewed annually by the board. The Chair’s fees are determined independently to the fees of non executive directors based on comparative roles in the external market. The Chair is not present at any discussions relating to determination of his own remuneration. Executive compensation Remuneration to Executives is not paid by commission on, or percentage of, profits or operating revenue. The executive compensation and reward framework has three components: + Fixed compensation which includes base pay and benefits, including superannuation; + Short term performance incentives; and + Long term incentives through participation in the Kula Gold Employee Option Plan. Fixed compensation Fixed compensation consists of base compensation which is calculated on a total cost basis, as well as employer contributions to superannuation funds. Short term incentives (“STI”) The Remuneration Committee is responsible for assessing whether the KPIs are met in light of the Company’s corporate goals and objectives and arranges annually a performance evaluation of the Company’s senior executives, including the Chief Executive Officer and the Chief Financial Officer. The evaluation will be based on specific criteria, including the business performance of the Company, whether strategic objectives are being achieved and the development of management and personnel. 26 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) Details of remuneration Amounts of remuneration Details of the remuneration of the directors, the key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) and the five highest paid executives of Kula Gold Limited and the Kula Gold Limited group are set out in the following tables: Non-executive Directors position D Frecker L Rozman P Bradford M Stowell Non-executive Chairman (appointed as director on 16 September 2010) Non-executive Director Non-executive Director Non-executive Director (appointed 16 September 2010) Former Non-executive Directors A Vogel R Perkes Non-executive Director (resigned 16 September 2010) Non-executive Director (resigned 16 September 2010) executive Directors and key Management personnel L Spencer J Watkins Managing Director and CEO Executive Director, CFO and Company Secretary (appointed a Director on 16 September 2010) In addition, the following persons must be disclosed under the Corporations Act 2001 as they are among the 5 highest remunerated group and/or company executives: other group executives position G Clapp K Harland Community Affairs/Environment Manager Finance and Administration Manager 2010 ANNUAL REPORT 27 DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) Directors, key Management personnel and other executives of the group - 2010 shOrt term emplOyee beneFits pOst- emplOyment beneFits lOnG- term beneFits share-baseD payments Cash saLary aND Fees Cash BoNus superaNNuatioN LoNg serviCe Leave optioNs perCeNtage oF totaL paCkage totaL Directors $ D Frecker 20,417 $ – L Spencer 206,219 62,500 J Watkins 148,610 41,284 L Rozman 14,583 P Bradford 39,500 M Stowell 14,583 A Vogel* R Perkes* – 31,500 executives G Clapp 229,167 K Harland 120,000 – – – – – – – $ 1,838 50,000 52,359 – -– 1,312 – – – – total 824,579 103,784 105,509 *r perkes and a vogel resigned 16 september 2010 $ – – – – – – – – – – – $ 1,128 15,094 7,547 1,128 1,128 1,128 – – – – % 4.8 4.5 3.0 7.2 2.8 6.6 – – – – $ 23,383 333,813 249,800 15,711 40,628 17,023 – 31,500 229,167 120,000 27,153 1,061,025 28 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) Directors, key Management personnel and other executives of the group - 2009 shOrt term emplOyee beneFits pOst- emplOyment beneFits lOnG- term beneFits share-baseD payments Cash saLary aND Fees $ – Directors L Rozman L Spencer 237,500 A Vogel R Perkes – 42,000 P Bradford 36,000 executives J Watkins 169,450 total 484,950 Cash BoNus superaNNuatioN LoNg serviCe Leave optioNs perCeNtage oF totaL paCkage totaL $ – – – – – – – $ – 75,000 – – – 71,750 146,750 $ – – – – – – – $ – % – $ – 163,401 34.3 475,901 – – – 41,216 49.5 83,216 – – 36,000 124,973 34.1 366,173 329,590 961,290 2010 ANNUAL REPORT 29 DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) Contracts for services of key management personnel Compensation and other terms of employment for the Managing Director and the Chief Financial Officer are formalised in service agreements. All contracts with executives may be terminated early, subject to termination payments as detailed below. L Spencer, Managing Director and Chief Executive Officer + Term of agreement – ongoing under new terms and conditions which commenced 16 November 2010; + Base salary: $275,000 plus superannuation guarantee, to be reviewed annually; + Eligible to be paid a performance related bonus of up to 25% of the base salary at the discretion of the Board; + 90 days notice is required on resignation; + Termination by the Company, three months of base salary; and + Payment of benefit on termination within 12 months or after a change of control: – 18 months of base salary grossed up to include any unpaid bonus and net of all deductions required by law. J Watkins, Executive Director, Chief Financial Officer and Company Secretary + Term of agreement – ongoing under new terms and conditions which commenced 16 November 2010; + Base salary: $215,000 plus superannuation guarantee, to be reviewed annually; + Eligible to be paid a performance related bonus of up to 25% of the base salary at the discretion of the Board; + 90 days notice is required on resignation; + Termination by the Company, three months of base salary; and + Payment of benefit on termination within 12 months after a change of control: – 18 months of base salary grossed up to include any unpaid bonus and net of all deductions required by law. 30 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) share based compensation Options Options over shares in Kula Gold Limited are granted under the Kula Gold Option Plan (Option Plan) to employees (including executive directors). The Option Plan is designed to provide long term incentives for executives and senior employees to deliver long term shareholder returns. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options granted under the plan carry no dividend or voting rights. Separately, at the time of the initial public offering of the Company’s shares, each of the current Non-executive Directors were offered options. Details of options over ordinary shares in the company provided as remuneration to each director of Kula Gold Limited and each of the key management personnel of the Group are set out below. When exercisable, each option is convertible into one ordinary share of Kula Gold Limited. Further information on the options is set out in note 28 to the financial statements. The following options were granted as remuneration to directors and key management personnel of the Company during the year ended 31 December 2010. NaMe graNteD NuMBer graNt Date vesteD NuMBer ForFeiteD iN year expiry Date exerCise priCe D Frecker 100,000 01 Dec 2010 L Spencer 1,126,155 01 Dec 2010 J Watkins 563,078 01 Dec 2010 L Rozman 100,000 01 Dec 2010 P Bradford 100,000 01 Dec 2010 M Stowell 100,000 01 Dec 2010 – – – – – – – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 $1.80 $1.80 $1.80 $1.80 $1.80 $1.80 Fair vaLue at graNt Date $41,000 $349,109 $174,555 $41,000 $41,000 $41,000 The following factors were used in determining the fair value of options on grant date: NaMe graNteD NuMBer expiry Date Fair vaLue per optioN exerCise priCe priCe oF shares oN graNt Date expeCteD voLatiLity iNterest rate D Frecker 100,000 01 Dec 2015 L Spencer 1,126,155 01 Dec 2015 J Watkins 563,078 01 Dec 2015 L Rozman 100,000 01 Dec 2015 P Bradford 100,000 01 Dec 2015 M Stowell 100,000 01 Dec 2015 $0.41 $0.31 $0.31 $0.41 $0.41 $0.41 $1.80 $1.80 $1.80 $1.80 $1.80 $1.80 $1.68 $1.68 $1.68 $1.68 $1.68 $1.68 30% 30% 30% 30% 30% 30% 5.33% 5.33% 5.33% 5.33% 5.33% 5.33% These options carry no voting rights and no rights to dividends. 2010 ANNUAL REPORT 31 DirectOrs’ repOrt remUneratiOn repOrt (cOntinUeD) share based compensation (continued) The following options were granted to a director of the Company as part of his remuneration during the comparative reporting period: NaMe graNteD NuMBer graNt Date vesteD NuMBer ForFeiteD iN year expiry Date exerCise priCe Fair vaLue at graNt Date R Perkes 95* 03 April 2009 95* – 07 Dec 2013 US$1,000 $41,216 * Prior to capital re-organisation – Refer Note 17(c). These options carry no voting rights and no rights to dividends. The following factors were used in determining the fair value of options on grant date: NaMe graNteD NuMBer expiry Date Fair vaLue per optioN exerCise priCe priCe oF shares oN graNt Date iNterest rate R Perkes 95* 07 Dec 2013 $433 US$1,000 US$1,000 0.82% *Prior to capital re-organisation – Refer Note 17(c). On 16 March 2011, 200,000 options were granted to Company employees under the Kula Gold Option Plan at an exercise price of $1.80. The options are exercisable on or before 5 years from the date of grant of the options. lOans tO DirectOrs anD execUtives There were no loans to directors or executives during the reporting period. shares issUeD On the exercise OF OptiOns No options were exercised during the year ended 31 December 2010 (2009: Nil). inDemniFicatiOn anD insUrance OF OFFicers The Group has agreed to indemnify the directors and officers of the Group for any: (a) liability for any act or omission in their performance as director or officer; and (b) costs incurred in settling or defending any claim or proceeding relating to any such liability, not being a criminal liability. During the financial year, Kula Gold paid premiums to insure the directors and the officers of the Group. In accordance with commercial practice the policy has a confidentiality clause which prohibits the disclosure of the amount of the premium and the nature and amount of the liability covered. There were no claims under the policy during the reporting period. 32 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt inDemniFicatiOn anD insUrance OF OFFicers (cOntinUeD) The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. prOceeDinGs On behalF OF the GrOUp No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. nOn-aUDit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important. Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for non-audit services provided during the year are set out below. The Board of Directors has considered the position and, in accordance with advice received from the Audit Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: + all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor; and + none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. During the year the following fees were paid or payable for non-audit services provided by the auditor of the Group, its related practices and non-related audit firms: 2010 ANNUAL REPORT 33 DirectOrs’ repOrt nOn-aUDit services (cOntinUeD) Non-audit services other assurance services PricewaterhouseCoopers Australian firm: cOnsOliDateD 2010 $ 2009 $ Investigating accountants report and other services relating to IPO Other services Total remuneration for other assurance services 491,080 9,496 500,576 – 10,000 10,000 taxation services PricewaterhouseCoopers Australian firm: Tax compliance service Related practices of PricewaterhouseCoopers Australian firm Total remuneration for taxation services 40,350 22,928 63,278 – 21,600 21,600 total remuneration for non-audit services 563,854 31,600 34 KULA GOLD LImITED ACN 126 741 259 DirectOrs’ repOrt FUnctiOnal anD presentatiOn cUrrency The amounts included in the Directors’ Report and consolidated financial statements are presented in Australian dollars, which is Kula Gold Limited’s functional and presentation currency, unless otherwise stated. aUDitOr’s inDepenDence DeclaratiOn A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 36. rOUnDinG OF amOUnts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. aUDitOr PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors. David Frecker Chairman Sydney, 25 March 201 Lee spencer Director 2010 ANNUAL REPORT 35 aUDitOr’s inDepenDence DeclaratiOn pricewaterhousecoopers abn 52 780 433 757 darling Park Tower 2 201 Sussex Street gPO BOX 2650 SYdneY nSW 1171 dX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999 auditor’s independence Declaration As lead auditor for the audit of Kula Gold Limited for the year ended 31 December 2010, I declare that, to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Kula Gold Limited and the entities it controlled during the period. Peter Buchholz Partner PricewaterhouseCoopers Sydney 25 March 2011 Liability limited by a scheme approved under professional standards Legislation 36 KULA GOLD LImITED ACN 126 741 259 cOrpOrate GOvernance statement The Board is committed to ensuring that Kula Gold is properly managed to protect and enhance Shareholder interests, and that Kula Gold, its Directors, officers and employees operate in an appropriate environment of corporate governance. Accordingly, the Board has adopted corporate governance policies and practices (the majority of which are in accordance with ASX’s Corporate Governance Principles and Recommendations (ASX Recommendations)) designed to promote the responsible management and conduct of Kula Gold. Where the Company’s practices do not correlate with the ASX Recommendations, Kula Gold is working towards compliance but does not consider that all practices are appropriate for the size and scale of Kula Gold’s operations. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The Company and its controlled entity together are referred to as the Group in this statement. A description of the Group’s main corporate governance practices is set out below. Details of Kula Gold’s key policies and practices and charters for the Board and each of its committees may be obtained from the Company Secretary. principle 1 – lay sOliD FOUnDatiOns FOr manaGement anD OversiGht recommendation 1.1: Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions The Board is ultimately responsible for setting policies regarding the strategic direction and goals for the business and affairs of Kula Gold. In discharging their duties, Directors are provided direct access to and may rely upon senior management and outside advisers and auditors. The Board collectively, the Board committees and individual Directors may seek independent professional advice at Kula Gold’s expense for the purposes of the proper performance of their duties. 2010 ANNUAL REPORT 37 cOrpOrate GOvernance statement principle 1 – lay sOliD FOUnDatiOns FOr manaGement anD OversiGht (cOntinUeD) role of the Board The responsibilities of the Board include: + overseeing the business and affairs of Kula Gold; + appointing the Managing Director and other senior executives and determining their terms and conditions, including remuneration and termination; + driving the strategic direction of Kula Gold, ensuring appropriate resources are available to meet objectives and monitoring management’s performance; + reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; + overseeing and reviewing the Company’s occupational health and safety systems; + approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; + approving and monitoring the budget and the adequacy and integrity of financial and other reporting; + approving the annual, half-yearly and quarterly accounts; + approving significant changes to the organisational structure; + approving the issue of any shares, options, equity instruments or other securities in Kula Gold; + ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision-making; + recommending to Shareholders the appointment of the external auditor as and when their appointment or re- appointment is required to be approved; and + meeting with external auditor, at their request, without management being present. role of senior executives The Board delegates day-to-day management of Kula Gold’s resources to management, under the leadership of the CEO, to deliver the strategic direction and goals determined by the Board. recommendation 1.2: Companies should disclose the process for evaluating the performance of senior executives Kula Gold aims to have a clear process for evaluating the performance of senior executives. The Board has delegated to the Remuneration and Nomination Committee the responsibility to arrange annually a performance evaluation of the Company’s senior executives, including the Chief Executive Officer and the Chief Financial Officer. The evaluation will be based on specific criteria, including the business performance of the Company, whether strategic objectives are being achieved and the development of management and personnel. 38 KULA GOLD LImITED ACN 126 741 259 cOrpOrate GOvernance statement principle 2 – strUctUre the bOarD tO aDD valUe It is a policy of Kula Gold that the Board comprises individuals with a range of knowledge, skills and experience which are appropriate to its objectives. The composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. Currently the Board comprises six directors, being a non-executive chairman, two executive directors and three non- executive directors. The directors have a broad mix of skills, experience and knowledge to enable them to effectively and efficiently discharge their responsibilities and duties. Details of the members of the Board, their experience, expertise, qualifications and independent status are set out in the Directors’ report. recommendation 2.1: a majority of the Board should be independent Directors The Board has adopted specific principles in relation to directors’ independence. The Board considers an independent Director to be a non-executive Director who is not a member of Kula Gold’s management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the independent exercise of their judgement. The Board will consider the materiality of any given relationship on a case-by-case basis, having regard to both quantitative and qualitative principles. The Board currently comprises four Non-Executive Directors and two Executive Directors. The Chairman is a Non-Executive Director. The current members of the Board are D Frecker (Chairman), L Spencer (Executive Director), J Watkins (Executive Director), P Bradford, L Rozman and M Stowell. D Frecker, P Bradford and M Stowell are considered by the Board to be independent. The Board considers that the existing Board structure is appropriate for Kula Gold’s current operations and stage of development despite the fact that it does not have a majority of independent Non-Executive Directors. recommendation 2.2: the Chair should be an independent Director Chairman Mr D Frecker was appointed Chairman of the Company on 16 September 2010 and is considered an independent Director in accordance with recommendation 2.1 of the best practice recommendations. recommendation 2.3: the roles of Chair and Chief executive officer should not be exercised by the same individual The role of Chair and Chief Executive Officer is not occupied by the same individual. recommendation 2.4: the Board should establish a Nomination Committee The Board established a Remuneration and Nomination Committee on 20 September 2010. The Remuneration and Nomination Committee has a written charter defining the role and responsibility of the committee. The responsibilities of the Remuneration and Nomination Committee include matters relating to succession planning and recommend candidates for election or re-election to the Board at each annual Shareholders’ meeting. The Committee will periodically assess the appropriate mix of skills, experience and expertise required on the Board and assess the extent to which the required skills and experience are represented on the Board. recommendation 2.5: Companies should disclose the process for evaluating the performance of the Board, its Committees and individual Directors It is intended that a review of the Board’s own performance will be conducted annually together with the reviews of the performance of its committees and individual directors. 2010 ANNUAL REPORT 39 cOrpOrate GOvernance statement principle 3 – prOmOte ethical anD respOnsible DecisiOn-makinG recommendation 3.1: Companies should establish a code of conduct The Board acknowledges the need for high standards of corporate governance practice and ethical conduct by all Directors and employees of Kula Gold. The Board has adopted a code of conduct which sets out Kula Gold’s commitment to maintaining high levels of integrity and ethical standards in its business practices. The code of conduct sets out for all Directors, management and employees the standards of behaviour expected of them. The code of conduct sets out Kula Gold’s policies on various matters, including, conflicts of interest, public and media comment, use of Kula Gold resources, security of information, intellectual property/copyright, discrimination and harassment, corrupt conduct, occupational health and safety and insider trading. In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to Kula Gold in relation to confidential information they possess. recommendation 3.2: Companies should establish a policy concerning trading in company securities by Directors, senior executives and employees, and disclose the policy or a summary of that policy Directors, officers and other employees of Kula Gold will be in possession of information relating to Kula Gold and, possibly, other companies. From time to time, some of this information may be classified as “inside” information. The Corporations Act provides that it is a criminal offence for a person in possession of inside information in relation to a company to trade, or procure another person to trade in securities of that company. Kula Gold has adopted a securities trading policy that explains the prohibition on insider trading and also, in addition, limits trading by Directors and employees to specific “trading windows”, such as following the release of Kula Gold’s full and half year results announcements and the annual general meeting. In certain instances Kula Gold’s policy extends beyond the strict requirements of the Corporations Act. Any such a trade by a Director must be notified in advance to the Chairman or the Board and clearance obtained. Any Director or employee who (or through his or her Associates) buys, sells, or exercises rights in relation to Kula Gold securities must notify the Company Secretary in writing of the details of the transaction within five business days after the transaction occurring. This notification obligation operates at all times subject to certain exceptions. 40 KULA GOLD LImITED ACN 126 741 259 cOrpOrate GOvernance statement principle 4 – saFeGUarD inteGrity in Financial repOrtinG recommendation 4.1: the Board should establish an audit Committee The Board established an Audit Committee on 20 September 2010. recommendation 4.2: the audit Committee should be structured so that it: + consists only of Non-executive Directors + consists of a majority of Independent Directors + is chaired by an independent chair, who is not Chair of the Board + has at least three members The Audit Committee consists of three Non-executive Directors all of which are independent directors and chaired by an independent Director who is not chair of the Board. The Chairman satisfies the test of independence. The current members of the Audit Committee are M Stowell (Chairman), P Bradford and D Frecker. Details of these directors’ qualifications and attendance at audit committee meetings are set out in the directors’ report. recommendation 4.3: the audit Committee should have a formal charter The Audit Committee has a written charter defining the role and responsibility of the committee. The role of the Audit Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. The external auditor will attend the Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. principle 5 – make timely anD balanceD DisclOsUre recommendation 5.1: Companies should establish written policies designed to ensure compliance with asx Listing rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies Kula Gold is committed to continuous disclosure of material information as a means of promoting transparency and investor confidence. The Company Secretary has been nominated as the persons responsible for communications with the Australian Securities Exchange (ASX). This role includes the responsibility for ensuring compliance with the continuous disclosure requirements in the ASX listing rules and overseeing and co-ordinating information disclosure to ASX. The Company has written policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the Company that a reasonable person would expect to have a material effect on the price of the Company’s securities. 2010 ANNUAL REPORT 41 cOrpOrate GOvernance statement principle 6 – respect the riGhts OF sharehOlDers recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy The Board aims to ensure that shareholders are informed of all major developments affecting the Company. Shareholders are updated on the Company’s operations via ASX announcements “Quarterly Activities Report” and “Quarterly Cash Flow Report” and other disclosure information. All ASX announcements are available on the Company’s website at www.kulagold.com.au, or alternatively, by request via email, facsimile or post. In addition, a copy of the annual report will be distributed to all shareholders who elect to receive it. principle 7 – recOGnise anD manaGe risk recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies Kula Gold is committed to the identification, monitoring and management of risks associated with its business activities and has established policies in relation to the implementation of practical and effective control systems. recommendation 7.2: the Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. the Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. The Board is responsible for ensuring that sound risk management strategy and polices are in place. The Board established a Risk Committee on 20 September 2010. The Board has delegated to the Risk Committee responsibility for identifying and overseeing major risk areas and that systems are in place to manage them, and report to the Board as and when appropriate. The role of the Risk Committee is to assist the Board with the identification and management of business and operational risks faced by the Company. The Committee will have primary responsibility for overseeing the Company’s risk management systems, practices and procedures and reviewing periodically the scope and adequacy of the Company’s insurance to cover these risks. The Risk Committee must develop and maintain a risk register which identifies the risks to the Company and its operation and assesses the likelihood of their occurrence. The risk register will be updated periodically and represented to the Board for its consideration at least twice a year. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report back quarterly to the Risk Committee on whether those risks are being managed effectively. The Risk Committee is comprised of at least three members and may include both Executive and Non-executive Directors. The Committee is chaired by a non-executive Director who is not the chair of the Board. The current members of the Risk Committee are P Bradford (Chairman), L Rozman and L Spencer. Details of these directors’ qualifications and attendance at risk committee meetings are set out in the Directors’ Report. 42 KULA GOLD LImITED ACN 126 741 259 cOrpOrate GOvernance statement principle 7 – recOGnise anD manaGe risk (cOntinUeD) recommendation 7.3: the Board should disclose whether it has received assurance from the Chief executive officer (or equivalent) and the Chief Financial officer (or equivalent) that the declaration provided in accordance with section 295a of the Corporations act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Mr L Spencer (CEO) and Mr J Watkins (CFO) have made the following certifications to the Board: + the financial records of the Company have been properly maintained in accordance with Section 286 of the Corporations Act 2001; + the financial statements and notes thereto comply with the relevant accounting standards in all material respects as required by Section 296 Corporations Act 2001; + the financial statements and notes thereto give a true and fair view, in all material respects, of the financial position and performance of the company and consolidated entities as required by Section 297 of the Corporations Act 2001; and + any other matters are prescribed by the regulations in relation to the financial statements and the accompanying notes are satisfied. principle 8 – remUnerate Fairly anD respOnsibly recommendation 8.1: the Board should establish a remuneration Committee. The Board established a Remuneration and Nomination Committee on 20 September 2010. The Remuneration and Nomination Committee has a written charter defining the role and responsibility of the committee. The Remuneration and Nomination Committee consists of the following non executive directors (a majority of whom are independent): L Rozman (Chairman), M Stowell and D Frecker. Details of these directors’ attendance at Remuneration and Nomination Committee meetings are set out in the Directors’ Report. The role of the Remuneration and Nomination Committee is to attend to matters relating to Kula Gold’s remuneration policy to enable Kula Gold to attract and retain executives who will create value for Shareholders and to oversee remuneration packages for management and employees of Kula Gold. recommendation 8.2: Companies should clearly distinguish the structure of Non-executive Directors’ remuneration from that of executive Directors and senior executives. Each member of the senior executive team, including the two Executive Directors, have signed a formal employment contract at the time of their appointment covering a range of matters including their duties, rights, responsibilities and any entitlements on termination. The standard contract refers to a specific formal job description. Each contract sets out the remuneration of the executive, including his or her entitlements to any options under the Employee Option Plan. Non-executive Directors receive director’s fees in agreed amounts. At the time of initial public offering of the Company’s shares, each of the current Non-Executive Directors were offered options on terms approved by the ASX. Further information on directors’ and executives’ remuneration, including principles used to determine remuneration, is set out in the Directors’ Report under the heading ‘’Remuneration report’’. 2010 ANNUAL REPORT 43 Financial statements Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report to the members of Kula Gold 45 46 47 49 50 90 91 These financial statements are the consolidated financial statements of the consolidated entity consisting of Kula gold limited and its subsidiary. The financial statements are presented in the Australian currency. Kula gold limited is a company limited by shares, incorporated and domiciled in Australia. The registered and principal place of business is Suite 2, level 15, 1 York Street, Sydney, nSW 2000. A description of the nature of the consolidated entity’s operations and its principal activities is included in the directors’ report on pages 17 to 35, which is not part of these financial statements. The financial statements were authorised for issue by the directors on 25 March 2011. The directors have the power to amend and reissue the financial statements. 44 KULA GOLD LImITED ACN 126 741 259 cOnsOliDateD statement OF cOmprehensive incOme FOr the year enDeD 31 December 2010 revenue from continuing operations Employee benefits expense Professional and consulting expenses Rental expense Insurance expense Foreign exchange losses Other expenses (Loss) before income tax Income tax benefit/(expense) Loss for the year other comprehensive income Notes 5 6 7 cOnsOliDateD 2010 $’000 370 (811) (3,306) (58) (46) (1,037) (170) (5,058) – (5,058) 2009 $’000 12 (918) (314) (45) (12) (559) (42) (1,878) 29 (1,849) Exchange differences on translation of foreign operations 18(a) total comprehensive loss for the year (7,330) (12,388) (14,892) (16,741) earnings per share for loss from continuing operations attributable to the ordinary equity holders of the parent entity: Basic earnings per share Diluted earnings per share 27 27 CeNts CeNts (6.40) (6.40) (3.07) (3.07) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 2010 ANNUAL REPORT 45 cOnsOliDateD statement OF Financial pOsitiOn as at 31 December 2010 assets Current assets Cash and cash equivalents Receivables and other assets Inventories total current assets Non current assets Property, plant and equipment Mineral exploration and evaluation expenditure Other non current assets total non current assets total assets LiaBiLities Current liabilities Trade and other payables total current liabilities Non current liabilities Provisions total non current liabilities total liabilities Net assets equity Contributed equity Reserves Accumulated losses total equity cOnsOliDateD Notes 2010 $’000 2009 $’000 8 9 10 11 12 14 15 16 48,265 1,008 1,101 50,374 2,158 68,393 18 70,569 2,614 219 294 3,127 2,400 54,881 8 57,289 120,943 60,416 3,795 3,795 1,322 1,322 147 147 116 116 3,942 1,438 117,001 58,978 17 18(a) 18(b) 134,792 (10,214) (7,577) 117,001 62,964 (1,467) (2,519) 58,978 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 46 KULA GOLD LImITED ACN 126 741 259 cOnsOliDateD statement OF chanGes in eqUity FOr the year enDeD 31 December 2010 attribUtable tO Owners OF kUla GOlD limiteD CoNtriButeD equity share- BaseD payMeNts reserve ForeigN CurreNCy traNsLatioN reserve totaL reserves aCCuMuLateD Losses totaL equity Consolidated Notes $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 Jan 2009 total loss for the year as reported in the 2009 financial statements Exchange differences on translation of foreign operations total comprehensive loss for the year transactions with owners in their capacity as owners: Contributions of equity net of transaction costs share based payments 18 17 18 Balance at 31 Dec 2009 48,094 229 12,867 13,096 (670) 60,520 – – – 14,870 – 14,870 – – – – 329 329 – – (1,849) (1,849) (14,892) (14,892) – (14,892) (14,892) (14,892) (1,849) (16,741) – – – – 329 329 – 14,870 – – 329 15,199 62,964 558 (2,025) (1,467) (2,519) 58,978 Balance at 1 Jan 2010 62,964 558 (2,025) (1,467) (2,519) 58,978 total loss for the year as reported in the 2010 financial statements Exchange differences on translation of foreign operations total comprehensive loss for the year 18 – – – – – -– – – (5,058) (5,058) (7,330) (7,330) – (7,330) (7,330) (7,330) (5,058) (12,388) Continued over page 2010 ANNUAL REPORT 47 cOnsOliDateD statement OF chanGes in eqUity (cOntinUeD) FOr the year enDeD 31 December 2010 attribUtable tO Owners OF kUla GOlD limiteD CoNtriButeD equity share- BaseD payMeNts reserve ForeigN CurreNCy traNsLatioN reserve totaL reserves aCCuMuLateD Losses totaL equity Consolidated Notes $'000 $'000 $'000 $'000 $'000 $'000 transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Share based payments Cancellation of options 17 18 Balance at 31 Dec 2010 71,828 – – – 29 (1,446) 71,828 (1,417) – – – – – 29 (1,446) (1,417) – 71,828 – – – 29 (1,446) 70,411 134,792 (859) (9,355) (10,214) (7,577) 117,001 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 48 KULA GOLD LImITED ACN 126 741 259 cOnsOliDateD statement OF cash FlOws FOr the year enDeD 31 December 2010 Notes cOnsOliDateD 2010 $’000 2009 $’000 Cash flows from operating activities Receipts from customers (inclusive of goods and services tax) Payments to suppliers and employees (inclusive of goods and services tax) Interest income Net cash (outflow) inflow from operating activities 26 Cash flows from investing activities Payments for property, plant and equipment Payments for exploration activities Net cash (outflow) inflow from investing activities Cash flows from financing activities Proceeds from issues of shares Payment for repurchase of share options Net cash inflow (outflow) from financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year 8 – (4,614) (4,614) 151 (4,463) (544) (18,805) (19,349) 71,828 (1,446) 70,382 46,570 2,614 (919) 48,265 – (2,494) (2,494) 12 (2,482) (1,355) (12,889) (14,244) 14,870 – 14,870 (1,856) 4,636 (166) 2,614 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 2010 ANNUAL REPORT 49 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 Summary of significant accounting policies 2 Financial risk management 3 Critical accounting estimates and judgements 4 Segment information 5 Revenue 6 Expenses 7 Income tax (benefit)/expense 8 Current assets – Cash and cash equivalents 9 Current assets – Receivables 10 Current assets – Inventories 11 Non current assets – Property, plant and equipment 12 Non current assets – Mineral exploration and evaluation expenditure 13 Non current assets – Deferred tax assets 14 Non current assets – Other non current assets 15 Current liabilities – Trade and other payables 16 Non current liabilities – Provisions 17 Contributed equity 18 Reserves and accumulated losses 19 Directors and Key Management Personnel disclosures 20 Remuneration of auditors 21 Contingencies 22 Commitments 23 Related party transactions 24 Subsidiary 25 Events occurring after the reporting period 26 Reconciliation of loss after income tax to net cash outflow from operating activities 27 Earnings per share 28 Share based payments 29 Parent entity financial information 51 61 63 64 65 65 66 67 68 68 69 70 71 72 72 73 73 76 77 81 81 82 82 83 83 84 84 85 88 50 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Kula Gold Limited and its subsidiaries. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. Compliance with iFrs The consolidated financial statements of the Kula Gold Limited group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Historical cost convention These financial statements have been prepared under the historical cost convention. Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. (b) principles of consolidation (i) Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kula Gold Limited (‘’company’’ or ‘’parent entity’’) as at 31 December 2010 and the results of all subsidiaries for the year then ended. Kula Gold Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1(h)). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position respectively. 2010 ANNUAL REPORT 51 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (c) segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. (d) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s operations are measured using the currency of the primary economic environment in which it operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Kula Gold Limited’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Non monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non monetary assets such as equities classified as available for sale financial assets are included in the fair value reserve in equity. (iii) Group companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: + assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position; + income and expenses for each consolidated income statement and consolidated statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and + all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange difference is reclassified to profit or loss, as part of the gain or loss on sale where applicable. 52 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (e) revenue recognition Revenue represents interest income and is recognised using the effective interest method. (f) income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. (g) Leases Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 22). Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated income statement on a straight line basis over the period of the lease. 2010 ANNUAL REPORT 53 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (h) Business combinations The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by- acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. (i) impairment of assets Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. (j) Cash and cash equivalents For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of six months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 54 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (k) inventories Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (l) investments and other financial assets Classification The Group classifies its investments in the following category: loans and receivables. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 9) in the Consolidated Statement of Financial Position. Recognition and derecognition Regular purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Subsequent measurement Loans and receivables are carried at amortised cost using the effective interest method. Impairment The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is reclassified from equity and recognised in the profit or loss, as a reclassification adjustment. Impairment losses recognised in profit or loss on equity instruments classified as available-for-sale are not reversed through profit or loss. 2010 ANNUAL REPORT 55 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (m) property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows: + Buildings 25 years + Motor vehicles and boats 3 years + Plant and equipment + Furniture and fittings 6 years 6 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(i)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. (n) exploration and evaluation expenditure Exploration and evaluation costs related to an area of interest are written off as incurred except where they may be carried forward as an item in the consolidated statement of financial position where the rights of tenure of an area are current and one of the following conditions is met: + the costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; or + exploration and/or evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. When a decision is made that the accumulated exploration and evaluation expenditure in an area of interest is considered to be reduced or of no further value, the expenditure is written off in profit or loss in the period in which the area is relinquished or the decision made. (o) trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. 56 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (p) provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (q) provision for decommissioning costs Provision is recognised for the future decommissioning and restoration of mining operations at the end of their economic lives. The timing of recognition requires the application of judgement to existing facts and circumstances, which will be subject to changes. Estimates of the amounts of provision are based on current legal and constructive requirements, technology and price levels. Because the actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take place many years in the future, the carrying amount of the provision is regularly reviewed and adjusted to take account of such changes. (r) employee benefits (i) Short term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 2010 ANNUAL REPORT 57 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (iii) Share based payments Share-based compensation benefits are provided to employees via the Kula Gold Limited Option Plan and an employee share scheme. Information relating to these schemes is set out in note 28. The fair value of options granted under the Kula Gold Limited Option Plan is recognised as an employee benefit expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions but excludes the impact of any service and non-market performance vesting conditions and the impact of any non-vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. (s) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. (t) goods and services tax (gst) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (u) rounding of amounts The Group is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. (v) earnings per share (i) Basic earnings per share AASB133 Basic earnings per share is calculated by dividing: + the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares; and + by the weighted average number of ordinary shares outstanding during the financial year. 58 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) (ii) Diluted earnings per share AASB133 Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: + the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and + the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (w) parent entity financial information The financial information for the parent entity, Kula Gold Limited, disclosed in note 29 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Kula Gold Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (ii) Financial guarantees Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment. (x) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2010 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below. i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2013). AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2013 but is available for early adoption. When adopted, the standard will affect in particular the Group’s accounting for its available-for-sale financial assets, since AASB 9 only permits the recognition of fair value gains and losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale debt investments, for example, will therefore have to be recognised directly in profit or loss. In the current reporting period, the Group did not record any such gains in other comprehensive income. There will be no impact on the Group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Group does not have any such liabilities. The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed. The Group has not yet decided when to adopt AASB 9. 2010 ANNUAL REPORT 59 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 1 sUmmary OF siGniFicant accOUntinG pOlicies (cOntinUeD) ii) Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting Standards (effective from 1 January 2011). In December 2009 the AASB issued a revised AASB 124 Related Party Disclosures. It is effective for accounting periods beginning on or after 1 January 2011 and must be applied retrospectively. The amendment clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. The Group will apply the amended standard from 1 January 2011. When the amendments are applied, the Group will need to disclose any transactions between its subsidiaries and its associates. However, there will be no impact on any of the amounts recognised in the financial statements. iii) AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets (effective for annual reporting periods beginning on or after 1 July 2011). Amendments made to AASB 7 Financial Instruments: Disclosures in November 2010 introduce additional disclosures in respect of risk exposures arising from transferred financial assets. The amendments will affect particularly entities that sell, factor, securitise, lend or otherwise transfer financial assets to other parties. They are not expected to have any significant impact on the Group’s disclosures. The Group intends to apply the amendment from 1 January 2012. 60 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 2 Financial risk manaGement The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks. Risk management is carried out under policies approved by the Board of Directors. (a) Market risk (i) Foreign exchange risk The Group and the parent entity operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Papua New Guinea kina and the US dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. It is not the Group’s present policy to hedge foreign exchange risk. The Company’s functional currency is Australian dollars. The Group’s Papua New Guinea subsidiary has a functional currency of Papua New Guinea Kina. The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows: Cash Payables Net exposure 31 DeCeMBer 2010 auD $'000 31 DeCeMBer 2009 auD $’000 432 (112) 320 314 (80) 234 Foreign currency sensitivity analysis The Group is exposed to movements in US dollars. The following table details the Group’s sensitivity to a 10% increase and a 10% decrease in the Australian dollar against the relevant currencies. Consolidated auD increase against usD Profit or loss post tax auD decrease against usD Profit or loss post tax 2010 ANNUAL REPORT iMpaCt oN post tax proFit 2010 $'000 (21) 23 2009 $’000 (24) 32 61 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 2 Financial risk manaGement (cOntinUeD) (ii) Interest rate risk The Group’s main interest rate risk arises from cash and cash equivalents. The Group does not have any borrowings from external counterparties. Group sensitivity At 31 December 2010, the Group’s exposure to interest rates is not deemed to be material to its primary activities and the interest is generally fixed. (b) Credit risk Credit risk arises from cash and cash equivalents as well as credit exposures in respect of outstanding receivables. The Group has no significant concentrations of credit risk. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Group manages liquidity risk by maintaining sufficient bank balances to fund its operations and the availability of funding through committed credit facilities. The Group does not have any borrowing facilities in place at the reporting date. Maturities of financial liabilities The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. cOntractUal matUrities OF Financial liabilities Less thaN 6 MoNths 6-12 MoNths BetWeeN 1 aND 2 years BetWeeN 2 aND 5 years over 5 years totaL CoNtraCtuaL Cash FLoWs CarryiNg aMouNt LiaBiLities at 31 December 2010 $’000 $'000 $'000 $'000 $'000 Trade and other payables 3,795 total non-derivatives 3,795 – – – – – – – – $'000 3,795 3,795 $'000 3,795 3,795 Less thaN 6 MoNths 6-12 MoNths BetWeeN 1 aND 2 years BetWeeN 2 aND 5 years over 5 years totaL CoNtraCtuaL Cash FLoWs CarryiNg aMouNt LiaBiLities at 31 December 2009 $’000 $'000 $'000 $'000 $'000 Trade and other payables total non-derivatives 1,322 1,322 – – – – – – – – $'000 1,322 1,322 $'000 1,322 1,322 (d) Fair value measurements The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values due to their short term nature. 62 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 3 critical accOUntinG estimates anD JUDGements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The Group makes judgements, estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below. i) Area of interest The Group currently holds three exploration licences and the sites under the three licences are in close proximity to each other. The current assessment is that should the Group decide to commercially develop and mine the reserves in these three exploration areas it will set up a central processing plant to process ore mined from these three sites. Accordingly, all three exploration licensed areas are considered as one area of interest for the purpose of applying the policy on exploration and evaluation expenditures. ii) Mineral exploration and evaluation expenditure Certain exploration and evaluation expenditure is capitalised where it is considered likely that the expenditure will be recovered by future exploitation or sale, or where activities have not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves. This process necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in particular, whether economically viable extraction operations can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised expenditure under this policy it is concluded unlikely that the expenditure will be recovered by future exploitation or sale, the relevant amount capitalised is written off to profit or loss. Carried forward exploration and evaluation expenditures are disclosed in Note 12. iii) Functional currency The Group’s transactions and balances are denominated in three main currencies (Australian dollar, Papua New Guinea Kina and US dollar). Operating costs are denominated in Australian dollars, Papua New Guinea Kina and US dollars, however, primarily in Australian dollars. As the indicators are mixed, management has applied its judgement in accordance with the Group accounting policy on foreign currency translation (note 1(d)) and has chosen the Australian dollar as the functional currency for the parent entity and Kina as the functional currency for the subsidiary. The presentation currency is in Australian dollars. 2010 ANNUAL REPORT 63 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 4 seGment inFOrmatiOn During the year the Group operated predominantly in one business segment, being gold mining exploration. Geographically, the Group operates exclusively in one geographical segment being Asia Pacific with an office maintained in Australia. Segment accounting policies are the same as the Group’s policies described in Note 1. Segment results are classified in accordance with their use within geographic segments: 2010 revenue Interest income Total segment revenue results austraLia papua NeW guiNea $’000 $'000 362 362 8 8 totaL $'000 370 370 Operating loss before income tax (3,773) (1,285) (5,058) Income tax expense Net loss Included within segment results Depreciation and amortisation of segment assets Segment assets Segment liabilities 2009 revenue Interest income Total segment revenue results Operating loss before income tax Income tax expense Net loss Included within segment results Depreciation and amortisation of segment assets Segment assets Segment liabilities – (3,773) (3,773) 11 45,259 505 12 12 (855) 29 (826) (826) 13 1,066 203 – (1,285) (1,285) – 75,684 3,437 – – (1,023) – (1,023) (1,023) – 59,350 1,235 – (5,058) (5,058) 11 120,943 3,942 12 12 (1,878) 29 (1,849) (1,849) 13 60,416 1,438 The total of non-current assets located in Australia is $81,000 (2009: $41,000) and Papua New Guinea $70,488,000 (2009: $57,248,000). Segment assets are allocated to countries where the assets are located. 64 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 5 revenUe From continuing operations other revenues Interest income 6 expenses profit before income tax includes the following specific expenses: Depreciation Buildings Plant and equipment Furniture and fittings Motor vehicle and boats Less: Capitalised to exploration and evaluation expenditure Total depreciation Amortisation Exploration licence Less: Capitalised to exploration and evaluation expenditure Total amortisation Total depreciation and amortisation Rental expense relating to operating leases Minimum lease payments Employee option expense cOnsOliDateD 2010 $’000 2009 $’000 370 370 12 12 cOnsOliDateD 2010 $’000 2009 $’000 18 183 23 191 (404) 11 13 (13) - 11 58 29 20 206 19 212 (444) 13 9,506 (9,506) - 13 45 329 2010 ANNUAL REPORT 65 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 7 incOme tax (beneFit)/expense (a) income tax expense: Current Tax Deferred tax Deferred income tax (revenue) expense included in income tax expense comprises: (Increase) in deferred tax assets (note 13) (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2009 - 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Share based payments Sundry items Income tax benefit not recognised Total income tax expense (c) tax losses Australian unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 30% Benefits for tax losses will only be obtained if: cOnsOliDateD 2010 $’000 2009 $’000 - - - - (50) 21 (29) 21 21 cOnsOliDateD 2010 $’000 2009 $’000 (5,058) (1,517) (1,878) (563) 9 604 904 - (1,939) 582 99 1 434 (29) (179) 54 (i) the consolidated entity derives future Australian assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; (ii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and (iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses. (d) tax on exploration expenditure in Woodlark Mining Limited (papua New guinea) Exploration expenditure for which no deferred tax asset has been recognised Potential tax benefit @ 30% 68,393 20,518 54,881 16,464 66 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 7 incOme tax (beneFit)/expense (cOntinUeD) The exploration expenditure incurred in the 20 years prior to the issue of a mining lease (“ML”) or special mining lease (“SML”) within the area of an exploration licence (“EL”) from which a ML or SML is drawn becomes part of the allowable exploration expenditure of that ML or SML in accordance with the Papua New Guinea income tax laws. Exploration expenditure incurred after 1 January 2003 may also be included in a second exploration expenditure pool which subject to certain limitations forms part of the allowable deductions of a mining operation. In other words this expenditure is potentially deductible twice once as Allowable Exploration Expenditure and secondly through the post 1 January 2003 exploration expenditure pool. Allowable exploration expenditure forms part of the allowable deductions of a mining operation. Exploration companies do not incur tax losses in Papua New Guinea. Rather, they accumulate their exploration expenditure until such time as 20 years has passed since the expenditure was incurred, the EL is abandoned, or a ML or SML is drawn from the area covered by the EL. During the period of exploration a company does not claim deductions for depreciation, rather the cost of otherwise depreciable assets acquired forms part of the exploration expenditure. In this way, future deductions may be claimed for the cost of such assets by way of claiming deductions for the allowable exploration expenditure. No deferred tax asset has been recognised in relation to this expenditure on the basis that realisation of the tax benefit from the allowable exploration expenditure is not probable. 8 cUrrent assets – cash anD cash eqUivalents Cash at bank and in hand Short term deposits* cOnsOliDateD 2010 $’000 8,158 40,107 48,265 2009 $’000 2,614 - 2,614 * Short term deposits are made for varying periods of between one day and six months, depending on the cash requirements of the Group, and earn interest at the respective short term deposit rates. (a) risk exposure The Group’s exposure to interest rate risk is discussed in note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. 2010 ANNUAL REPORT 67 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 9 cUrrent assets – receivables GST receivable Prepayment and other receivables (a) impaired receivables There were no impaired receivables for the Group. (b) past due but not impaired There were no receivables past due for the Group. (c) Foreign exchange and interest rate risk cOnsOliDateD 2010 $’000 369 639 1,008 2009 $’000 47 172 219 Information about the Group’s exposure to foreign currency risk and interest rate risk in relation to receivables is provided in note 2. (d) Fair value and credit risk Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. 10 cUrrent assets – inventOries Inventory: Consumables cOnsOliDateD 2010 $’000 1,101 1,101 2009 $’000 294 294 68 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 11 nOn cUrrent assets – prOperty, plant anD eqUipment BuiLDiNgs pLaNt & equipMeNt FurNiture & FittiNgs Motor vehiCLes & Boats totaL $’000 $'000 $'000 $'000 $'000 at 1 January 2009 Cost Accumulated depreciation Net book amount period ended 31 December 2009 Opening net book amount Additions Depreciation charge Exchange differences Closing net book amount at 31 December 2009 Cost Accumulated depreciation Net book amount year ended 31 December 2010 Opening net book amount Additions Depreciation charge Exchange differences Closing net book amount at 31 December 2010 Cost Accumulated depreciation Net book amount 601 (23) 578 578 104 (20) (134) 528 571 (43) 528 528 82 (18) (60) 532 593 (61) 532 783 (92) 691 691 1,164 (206) (161) 1,488 1,786 (298) 1,488 1,488 238 (183) (244) 1,299 1,780 (481) 1,299 37 (4) 33 33 63 (19) (5) 72 95 (23) 72 72 68 (23) (5) 112 158 (46) 112 910 (256) 654 654 24 (212) (154) 312 780 (468) 312 312 192 (191) (98) 215 874 (659) 215 2,331 (375) 1,956 1,956 1,355 (457) (454) 2,400 3,232 (832) 2,400 2,400 580 (415) (407) 2,158 3,405 (1,247) 2,158 Total depreciation charge for the year is $415,000 of which $404,000 has been capitalised under exploration and evaluation expenditure (note 12) in accordance with the Group’s accounting policy. 2010 ANNUAL REPORT 69 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 12 nOn cUrrent assets – mineral explOratiOn anD evalUatiOn expenDitUre expLoratioN LiCeNses DeFerreD expLoratioN expeNDiture totaL $’000 $'000 $'000 at 1 January 2009 Cost Accumulated amortisation Net book amount year ended 31 December 2009 Opening net book amount Exchange differences Additions Amortisation charge Closing net book amount at 31 December 2009 Cost Accumulated amortisation Net book amount year ended 31 December 2010 Opening net book amount Exchange differences Additions Amortisation charge Closing net book amount at 31 December 2010 Cost Accumulated amortisation Net book amount 20,827 (8,389) 12,438 12,438 (2,932) 29 (9,506) 42,942 – 42,942 42,942 (10,867) 22,777 – 29 54,852 9,535 (9,506) 29 29 (9) – (13) 7 54,852 – 54,852 54,852 (6,922) 20,456 – 63,769 (8,389) 55,380 55,380 (13,799) 22,806 (9,506) 54,881 64,387 (9,506) 54,881 54,881 (6,931) 20,456 (13) 68,386 68,393 9,526 (9,519) 7 68,386 – 68,386 77,912 (9,519) 68,393 70 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 12 nOn cUrrent assets – mineral explOratiOn anD evalUatiOn expenDitUre (cOntinUeD) Woodlark Mining Ltd (formerly Valkyrie No 18 Ltd) acquired capitalised exploration expenditure and exploration licenses from former Woodlark Mining Ltd based on their own valuation, which was supported by an independent resource based valuation carried out by an independent geological survey company registered in Australia. The recoverability of the carrying amount of the mineral exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. 13 nOn cUrrent assets – DeFerreD tax assets the balance comprises temporary differences attributable to: Unrealised foreign exchange losses Provision for annual leave Legal expenses Total deferred tax assets Deferred tax assets to be recovered within 12 months Deferred tax assets to be recovered after more than 12 months cOnsOliDateD 2010 $’000 2009 $’000 – – – – – – – – – – – – 2009 Movements – Consolidated opening balance (Charged)/credited to profit or loss at 31 December 2009 2010 Movements – Consolidated opening balance (Charged)/credited to profit or loss at 31 December 2010 2010 ANNUAL REPORT uNreaLiseD ForeigN exChaNge Losses provisioN For aNNuaL Leave LegaL expeNses totaL $’000 $’000 $'000 $'000 11 (11) – – – – 6 (6) – – – – 4 (4) – – – – 21 (21) – – – – 71 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 14 nOn cUrrent assets – Other nOn cUrrent assets Deposits cOnsOliDateD 2010 $’000 18 18 2009 $’000 8 8 15 cUrrent liabilities – traDe anD Other payables Trade payables Other payables and accruals cOnsOliDateD 2010 $’000 3,514 281 3,795 2009 $’000 953 369 1,322 (a) amounts not expected to be settled within the next 12 months Other payables include accruals for annual leave. The entire obligation is presented as current, since the Group does not have an unconditional right to defer settlement. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave within the next 12 months. The following amounts reflect leave that is not expected to be taken within the next 12 months: Annual leave obligation expected to be settled after 12 months (b) risk exposure Information about the Group’s exposure to foreign exchange risk is provided in note 2. cOnsOliDateD 2010 $’000 41 41 2009 $’000 16 16 72 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 16 nOn cUrrent liabilities – prOvisiOns Provision for rehabilitation Total (a) Movements in provisions cOnsOliDateD 2010 $’000 147 147 2009 $’000 116 116 Movements in each class of provision during the financial period, other than employee benefits, are set out below: Consolidated – 2010 Non current Carrying amount at the start of the period Charged/(credited) to the profit or loss – additional provisions recognised – exchange differences Carrying amount at the end of the period 17 cOntribUteD eqUity (a) share capital Ordinary shares Ordinary shares Class A Ordinary shares Class B Class Z shares US$1 each Special shares Class Z US$1 each Less: Transaction costs provisioN For rehaBiLitatioN $’000 116 42 (11) 147 totaL $’000 116 42 (11) 147 pareNt eNtity pareNt eNtity 2010 shares 2009 shares 2010 $’000 2009 $’000 112,615,523 – 141,552 – – – – – 23,886 29,084 10 100 – – – – – (6,760) 112,615,523 53,080 134,792 – 30,099 34,452 – – (1,587) 62,964 2010 ANNUAL REPORT 73 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 17 cOntribUteD eqUity (cOntinUeD) (b) Movements in share capital: Date DetaiLs NuMBer oF shares issue priCe issue priCe totaL us$ $ $'000 01 January 2009 Opening balance 42,370 14 May 2009 Issue of class A shares 14 May 2009 Issue of class B shares 07 September 2009 Issue of class A shares 07 September 2009 Issue of class B shares 23 November 2009 Issue of class A shares 23 November 2009 Issue of class B shares 31 December 2009 Issue of class A shares 31 December 2009 Issue of class B shares Less: Transaction costs arising on share issue 1,828 2,472 1,445 1,955 654 885 626 845 – 31 December 2009 Balance 53,080 01 January 2010 Opening balance 53,080 26 February 2010 Issue of class A shares 26 February 2010 Issue of class B shares 30 June 2010 Issue of class A shares 30 June 2010 Issue of class B shares 31 August 2010 Issue of class A shares 31 August 2010 Issue of class B shares 20 September 2010 Issue of class A shares 20 September 2010 Issue of class B shares 4 November 2010 Transfer from ordinary shares – Class A following consolidation/ reclassification 1,252 1,690 1,063 1,437 1,170 1,580 288 390 (61,950) 4 November 2010 Share split (refer to note c) 80,393,300 18 November 2010 Issue of new shares Less: Transaction costs arising on Share issue 32,222,223 – 31 December 2010 Balance 112,615,523 1,000 1,000 1,000 1,000 1,300 1,300 1,700 1,700 – 1,700 1,700 2,000 2,000 2,000 2,000 2,000 2,000 – – – – 1,400 1,400 1,210 1,210 1,435 1,435 1,912 1,912 48,094 2,559 3,461 1,749 2,367 939 1,271 1,198 1,617 – (291) 62,964 62,964 2,364 3,144 2,503 3,286 2,610 3,524 667 903 – – 1,888 1,861 2,355 2,287 2,231 2,231 2,315 2,315 – – 1.80 58,000 – (5,173) 134,792 74 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 17 cOntribUteD eqUity (cOntinUeD) (c) ordinary shares On 4 November 2010 all of the issued B Ordinary Shares were reclassified as A Ordinary Shares on the basis of one A Ordinary Share for one B Ordinary Share; all of the issued Z Class Special Shares were reclassified as Z Class Shares on the basis of one Z Class Share for one Z Class Special Share; all of the issued Z Class Shares in the Company were consolidated into one Z Class Share; the one Z Class Share was reclassified as an A Ordinary Share on the basis of one Z Class Share for one A Ordinary Share; all of the issued A Ordinary Shares were reclassified as Ordinary Shares on the basis of one A Ordinary Share for one Ordinary Share; and the 61,841 Ordinary Shares on issue following the above reclassifications were subdivided on a 1 to 1300 basis into 80,393,300 Ordinary Shares. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. (d) options Information relating to the options issued, exercised and lapsed during the financial period and options outstanding at the end of the financial period, is set out in note 28. (e) Capital risk management The Group’s objectives when managing capital are to safeguard it’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Directors may decide to restrict dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. 2010 ANNUAL REPORT 75 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 18 reserves anD accUmUlateD lOsses (a) reserves Share based payments reserve Foreign currency translation reserve Movements: Share based payments reserve Opening balance Option expense Cancellation of options Balance 31 December Movements: Foreign currency translation reserve Opening balance Currency translation differences arising during the year Balance 31 December (b) accumulated losses Opening balance Net loss for the period Balance 31 December (c) Nature and purpose of reserves (i) Share based payments reserve cOnsOliDateD 2010 $’000 2009 $’000 (859) (9,355) (10,214) 558 29 (1,446) (859) (2,025) (7,330) (9,355) 558 (2,025) (1,467) 229 329 – 558 12,867 (14,892) (2,025) cOnsOliDateD 2010 $’000 2009 $’000 (2,519) (5,058) (7,577) (670) (1,849) (2,519) The share based payments reserve is used to recognise the grant date fair value of options issued to employees but not exercised. (ii) Foreign currency translation reserve Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. 76 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 19 DirectOrs anD key manaGement persOnnel DisclOsUres (a) Directors The names of persons who were directors of Kula Gold Limited at any time during the financial period are as follows: (i) Chairman non executive D Frecker (appointed 16 September 2010) (ii) executive directors L Spencer, Managing Director and CEO J Watkins, Executive Director and CFO (appointed 16 September 2010) (iii) Non executive directors L Rozman P Bradford M Stowell (appointed 16 September 2010) A Vogel (resigned 16 September 2010) R Perkes (resigned 16 September 2010) (b) key management personnel compensation Short term employee benefits Post employment benefits Long term benefits Termination benefits Share based payments cOnsOliDateD 2010 $ 2009 $ 579,196 105,509 457,176 151,270 – – – – 28,905 713,610 288,374 896,820 Detailed remuneration disclosures are provided in the remuneration report on pages 25 to 32. (c) equity instrument disclosures relating to key management personnel (i) Options provided as remuneration Details of options over ordinary shares in the Company provided as remuneration to each director of Kula Gold Limited and key management personnel during the period ended 31 December 2010 and 2009 are set out below. When exercisable, each option is convertible into one ordinary share of Kula Gold Limited. Further information on the options is set out in note 28. The following options were granted as remuneration to Directors and key management personnel of the Company during the year ended 31 December 2010. 2010 ANNUAL REPORT 77 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 19 DirectOrs anD key manaGement persOnnel DisclOsUres (cOntinUeD) NaMe graNteD NuMBer graNt Date vesteD NuMBer ForFeiteD iN year expiry Date exerCise priCe D Frecker L Spencer J Watkins L Rozman P Bradford M Stowell 100,000 01 Dec 2010 1,126,155 01 Dec 2010 563,078 01 Dec 2010 100,000 01 Dec 2010 100,000 01 Dec 2010 100,000 01 Dec 2010 – – – – – – – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 – 01 Dec 2015 $1.80 $1.80 $1.80 $1.80 $1.80 $1.80 Fair vaLue at graNt Date $41,000 $349,109 $174,555 $41,000 $41,000 $41,000 The following factors were used in determining the fair value of options on grant date: NaMe graNteD NuMBer expiry Date Fair vaLue per optioN exerCise priCe priCe oF shares oN graNt Date expeCteD voLatiLity iNterest rate D Frecker L Spencer J Watkins L Rozman P Bradford M Stowell 100,000 01 Dec 2015 1,126,155 01 Dec 2015 563,078 01 Dec 2015 100,000 01 Dec 2015 100,000 01 Dec 2015 100,000 01 Dec 2015 $0.41 $0.31 $0.31 $0.41 $0.41 $0.41 $1.80 $1.80 $1.80 $1.80 $1.80 $1.80 $1.68 $1.68 $1.68 $1.68 $1.68 $1.68 30% 30% 30% 30% 30% 30% 5.33% 5.33% 5.33% 5.33% 5.33% 5.33% These options carry no voting rights and no rights to dividends. The following options were granted to a director of the Company as part of his remuneration during the comparative reporting period: NaMe graNteD NuMBer graNt Date vesteD NuMBer ForFeiteD iN year expiry Date exerCise priCe Fair vaLue at graNt Date R Perkes 95* 03 April 2009 95* – 07 Dec 2013 US$1,000 $41,216 *Prior to capital re-organisation – Refer Note 17(c). The following factors were used in determining the fair value of options on grant date: NaMe graNteD NuMBer expiry Date Fair vaLue per optioN exerCise priCe priCe oF share oN graNt Date iNterest rate R Perkes *Prior to capital re-organisation – Refer Note 17(c). 95* 07 Dec 2013 These options carry no voting rights and no rights to dividends. $433 US$1,000 US$1,000 0.82% The assessed fair value at grant date of options granted to directors and specified executives is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term 78 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 19 DirectOrs anD key manaGement persOnnel DisclOsUres (cOntinUeD) of the option, the vesting and performance criteria, the impact of dilution, the non tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The expected volatility reflects the assumption that the current volatility during the time of issue is indicative of further trends, which may not necessarily be the actual outcome. (ii) Shares provided on exercise of remuneration options No options were exercised during the period ended 31 December 2010 (2009: Nil). (iii) Option holdings The numbers of options over ordinary shares in the Company held during the financial year by each director of Kula Gold Limited and other key management personnel of the Group, including their personally related parties, are set out below. 2010 - OptiOns NaMe BaLaNCe at start oF the year Directors of Kula Gold Limited D Frecker – L Spencer J Watkins L Rozman P Bradford M Stowell Former Directors R Perkes 740 370 – – – 95 graNteD as CoMpeNsatioN exerCiseD *other ChaNges vesteD aND exerCisaBLe uNvesteD BaLaNCe at eND oF the year 100,000 1,126,155 563,078 100,000 100,000 100,000 – – – – – – – – – 100,000 (740) 1,126,155 (370) 563,078 – 100,000 – 100,000 – 100,000 – – – – – – 100,000 1,126,155 563,078 100,000 100,000 100,000 (95) – – – These options were issued prior to the capital re-organisation – refer Note 17(c). *Other changes represent options cancelled during the period. All vested options are exercisable at the end of the year. 2009 - optioNs NaMe BaLaNCe at start oF the year Directors of Kula Gold Limited L Spencer R Perkes Exectutives J Watkins 740 – 370 graNteD as CoMpeNsatioN exerCiseD other ChaNges vesteD aND exerCisaBLe uNvesteD BaLaNCe at eND oF the year – 95 – – – – – – – 740 95 370 740 95 370 These options were issued prior to the capital re-organisation – refer Note 17(c). 2010 ANNUAL REPORT – – – 79 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 19 DirectOrs anD key manaGement persOnnel DisclOsUres (cOntinUeD) (iv) Share holdings The numbers of shares in the company held during the financial year by each director of Kula Gold Limited and key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation. 2010 - OrDinary shares NaMe BaLaNCe at the start oF the year graNteD DuriNg reportiNg year as CoMpeNsatioN reCeiveD DuriNg the year oN the exerCise oF optioNs other ChaNges DuriNg the year* BaLaNCe at the eND oF the year Directors of Kula Gold Limited D Frecker L Spencer L Rozman J Watkins P Bradford M Stowell Former Directors A Vogel (resigned 16 September 2010) R Perkes (resigned 16 September 2010) – 463 – 87 285 – – – – – – – – – – – – – – – – – – – 10,000 541,907 359,023 275,513 432,615 25,000 10,000 542,370 359,023 275,600 432,900 25,000 – – – – *Other changes for D Frecker and M Stowell represent shares purchased on market. * Other changes for L Spencer, L Rozman, J Watkins and P Bradford represent shares acquired at the Offer Price under the Offer. * Other changes for L Spencer, J Watkins and P Bradford represent shares subscribed and adjustments on capital reorganisation – refer Note 17(c). 2009 - orDiNary shares NaMe BaLaNCe at the start oF the year Directors of Kula Gold Limited L Rozman L Spencer A Vogel R Perkes P Bradford M Stowell – 370 – – 228 – Other key management personnel of the Group J Watkins 68 graNteD DuriNg reportiNg year as CoMpeNsatioN reCeiveD DuriNg the year oN the exerCise oF optioNs other ChaNges DuriNg the year* BaLaNCe at the eND oF the year – – – – – – – – – – – – – – – 93 – – 57 – 19 – 463 – – 285 – 87 *Other changes for L Spencer, J Watkins and P Bradford during the year represent shares subscribed. (d) Loans and other transactions with key management personnel There were no loans and other transactions with directors or executives during the reporting period (2009:nil). 80 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 20 remUneratiOn OF aUDitOrs During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: (a) pricewaterhouseCoopers australia Audit and other assurance services Statutory audit and review of financial statements Non-statutory audit and review of financial statements Other assurance services: Investigating accountants report and other services relating to IPO Other assurance services Total remuneration for audit and other assurance services Taxation services Tax compliance services Total remuneration for taxation services cOnsOliDateD 2010 $ 2009 $ 80,000 69,000 491,080 9,496 649,576 60,100 – – 10,000 70,100 40,350 40,350 21,600 21,600 Total remuneration of PricewaterhouseCoopers Australia 689,926 91,700 (b) related practices of pricewaterhouseCoopers australia Audit and other assurance services Statutory audit and review of financial statements Non-statutory audit and review of financial statements Total remuneration of related practices of PricewaterhouseCoopers Australia Taxation services Tax compliance services Total remuneration for taxation services 51,820 50,944 102,764 22,928 22,928 23,713 39,372 63,085 – – Total remuneration of related practices of PricewaterhouseCoopers Australia 125,692 63,085 21 cOntinGencies The Group had no contingent assets or liabilities at 31 December 2010 (2009: $nil). 2010 ANNUAL REPORT 81 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 22 cOmmitments (a) Lease commitments Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years Later than five years (b) service commitments Commitments for minimum service payments in relation to drilling services, air charter, barge charter and aerial survey are payable as follows: Within one year Later than one year but not later than five years Later than five years cOnsOliDateD 2010 $’000 2009 $’000 126 756 – 882 376 – – 376 cOnsOliDateD 2010 $’000 2009 $’000 7,359 7,086 – – – – 7,359 7,086 23 relateD party transactiOns (a) parent entities As at 31 December 2010, Kula Gold Limited is the ultimate parent entity of the Group. As at 31 December 2009, the ultimate parent entity and ultimate controlling party was Pacific Road Capital Management G.P. Limited (incorporated in Cayman Islands) which through its 100% ownership of Pacific Road Holdings N.V. owned 57.5% of the issued ordinary shares of Kula Gold Pty Ltd. (b) Directors The names of persons who were directors of the Company at any time during the financial period are as follows: D Frecker (appointed 16 September 2010) L Spencer J Watkins (appointed 16 September 2010) L Rozman P Bradford M Stowell (appointed 16 September 2010) A Vogel (resigned 16 September 2010) R Perkes (resigned 16 September 2010) M Faul (alternate director resigned 16 September 2010) G Dick (alternate director resigned 16 September 2010) 82 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 23 relateD party transactiOns (cOntinUeD) (c) subsidiaries Interests in subsidiary are set out in note 24. (d) key management personnel Disclosures relating to key management personnel are set out in note 19. (e) transactions with other related parties The following transactions occurred with related parties: Consulting fees paid to Capala Holdings Limited for services of R Perkes as a director of the parent entity $31,500 (2009: $42,000). Consulting fees paid to Goldkidz Pty Ltd for services of P Bradford as a director of the parent entity $39,500 (2009: $36,000). Fees paid / payable to Pacific Road Capital Management Pty Ltd for facilitation of share capital raisings $344,439 (2009: $204,948). Retainer and expenses paid to Pacific Road Corporate Finance Pty Ltd for advisory on IPO $2,131,850 (2009: $Nil). Fees paid / payable to RMB Resources for facilitation of share capital raisings $120,424 (2009: $74,677). Fees paid / payable to Meratus Minerals Limited for facilitation of share capital raisings $13,409 (2009: $9,990). Fees paid / payable to P and V Bradford for facilitation of share capital raisings $2,600 (2009: $1,996). Consulting fees paid to R. C. Spencer $Nil (2009: $5,000). 24 sUbsiDiary The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 1(b): NaMe oF eNtity CouNtry oF iNCorporatioN CLass oF shares equity hoLDiNg Woodlark Mining Limited Papua New Guinea Ordinary 2010 % 100 2009 % 100 25 events OccUrrinG aFter the repOrtinG periOD On 16 March 2011, 200,000 options were granted to Company employees under the Kula Gold Option Plan at an exercise price of $1.80. The options are exercisable on or before 5 years from the date of grant of the options. 2010 ANNUAL REPORT 83 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 26 recOnciliatiOn OF lOss aFter incOme tax tO net cash OUtFlOw FrOm OperatinG activities Loss for the year Depreciation and amortisation Non-cash employee benefits expense-share-based payments Net exchange differences Change in operating assets and liabilities, net of effects from purchase of controlled entity: Decrease (increase) in receivables (Increase) in inventories Decrease (increase) in deferred tax assets (Decrease) increase in trade and other payables (Decrease) increase in provision for income taxes payable Net cash inflow (outflow) from operating activities 27 earninGs per share (a) Basic earnings per share From continuing operations attributable to the ordinary equity holders of the company (b) Diluted earnings per share From continuing operations attributable to the ordinary equity holders of the company (c) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share * 2009 weighted average number of ordinary shares were subdivided on a 1 to 1300 basis. cOnsOliDateD 2010 $’000 (5,058) 11 29 (322) (789) (807) – 2,473 – (4,463) 2009 $’000 (1,849) 13 329 – 191 (234) 21 (903) (50) (2,482) cOnsOliDateD 2010 CeNts 2009 CeNts (6.40) (3.07) (6.40) (3.07) cOnsOliDateD 2010 2009* 79,083,830 60,218,705 79,083,830 60,218,705 84 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 27 earninGs per share (cOntinUeD) (d) information concerning the classification of securities (i) options Options granted to employees under the Options Plan and to Non-Executive Directors are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 28. 28 share baseD payments (a) i) employee option plan The Kula Gold Option Plan (Option Plan) is designed to provide long term incentives for executives (including Executive Directors) and senior employees to deliver long term shareholder returns. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options were granted under the plan for no consideration. Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of options is based on market value. Set out below are summaries of options granted under the plan: NaMe graNt Date expiry Date issue priCe assesseD Fair vaLue at Date oF graNt NuMBer oF optioNs graNteD Consolidated – 2010 L Spencer J Watkins Total Consolidated – 2009 L Spencer J Watkins R Perkes Total 01 Dec 2010 01 Dec 2015 01 Dec 2010 01 Dec 2015 $0.31 $0.31 $349,109 $174,555 $523,664 1,126,155 563,078 1,689,233 09 Dec 2008 7 Dec 2013 09 Dec 2008 29 Jan 2014 03 Apr 2009 7 Dec 2013 US$ 1,000 US$ 1,000 US$ 1,000 $348,844 $174,422 $41,216 $564,482 740 370 95 1,205 2010 ANNUAL REPORT 85 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 28 share baseD payments (cOntinUeD) (ii) options for Non-executive Directors Pursuant to the decision of the Board on 29 September 2010 a total of 400,000 options were granted to Kula Gold Non-executive Directors. Options were granted for no consideration. Options carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of options is based on market value. The options will only vest and become exercisable after either of the following events: a) the Company’s Woodlark Island Gold Project reaches commercial production as determined by the pour of the first gold from the Project or, b) there is a change of control of the Company. Set out below are summaries of options granted to Non-executive Directors: NaMe graNt Date expiry Date issue priCe assesseD Fair vaLue at Date oF graNt NuMBer oF optioNs graNteD Consolidated – 2010 D Frecker L Rozman P Bradford M Stowell Total 01 Dec 2010 01 Dec 2015 01 Dec 2010 01 Dec 2015 01 Dec 2010 01 Dec 2015 01 Dec 2010 01 Dec 2015 $0.41 $0.41 $0.41 $0.41 $41,000 $41,000 $41,000 $41,000 $164,000 100,000 100,000 100,000 100,000 400,000 graNt Date expiry Date exerCise priCe BaLaNCe at start oF the year NuMBer graNteD DuriNg the year exerCiseD DuriNg the year ForFeiteD DuriNg the year NuMBer NuMBer NuMBer BaLaNCe at eND oF the year NuMBer exerCisaBLe at eND oF the year NuMBer 2010 03 Apr 2009 07 Dec 2013 US$1,000 09 Dec 2008 07 Dec 2013 US$1,000 09 Dec 2008 29 Jan 2014 US$1,000 95 740 370 – – – 01 Dec 2010 01 Dec 2015 $1.80 – 2,089,233 Total 1,205 2,089,233 Weighted average exercise price US$1,000 $1.80 2009 9 Dec 2008 7 Dec 2013 US$1,000 9 Dec 2008 29 Jan 2014 US$1,000 3 Apr 2009 7 Dec 2013 US$1,000 Total 740 370 – 1,110 – – 95 95 – – – – – – – – – (95) (740) (370) – – – – 2,089,233 (1,205) 2,089,233 $1.80 740 370 95 – – – – – – – – – 740 185 95 1,205 1,020 Weighted average exercise price US$1,000 US$1,000 US$1,000 US$1,000 86 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 28 share baseD payments (cOntinUeD) No options expired during the period, however the above options were repurchased and cancelled. The weighted average remaining contractual life of share options outstanding at the end of the period was 5 years. Fair value of options granted The assessed fair value at grant date of options granted during the period ended 31 December 2010 was $0.33 (2009: $433) per option. The fair value at grant date is independently determined using a Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The following factors were used in determining the fair value of options granted during the year ended 31 December 2010: NaMe graNteD NuMBer expiry Date Fair vaLue per optioN exerCise priCe priCe oF shares oN graNt Date expeCteD voLatiLity iNterest rate D Frecker * 100,000 01 Dec 2015 L Spencer J Watkins 1,126,155 01 Dec 2015 563,078 01 Dec 2015 L Rozman * 100,000 01 Dec 2015 P Bradford * 100,000 01 Dec 2015 M Stowell * 100,000 01 Dec 2015 $0.41 $0.31 $0.31 $0.41 $0.41 $0.41 $1.80 $1.80 $1.80 $1.80 $1.80 $1.80 $1.68 $1.68 $1.68 $1.68 $1.68 $1.68 30% 30% 30% 30% 30% 30% 5.33% 5.33% 5.33% 5.33% 5.33% 5.33% The model inputs for options granted during the year ended 31 December 2010 included: (a) Options were granted for no consideration and vest based on terms agreed by Kula Gold Ltd. These options will vest on 16 November 2012. * Option granted to Non-Executive Directors will only vest and become exercisable after either of the following events: a) The Company’s Woodlark island gold project reaches commercial production, which assumes to be on 31 December 2013, as determined by the pour of the first gold from the project or, b) there is a change of control of the Company. (b) Exercise price: $1.80. (c) Grant date: 1 December 2010. (d) Expiry date: 1 December 2015. (e) Share price at grant date: $1.68. (f) Expected dividend yield: 0%. (g) Discount rate, government bonds 5 years at date of grant: 5.33%. Where options are issued to employees of subsidiaries within the Group, the subsidiaries compensate Kula Gold Limited for the amount recognised as expense in relation to these options. 2010 ANNUAL REPORT 87 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 28 share baseD payments (cOntinUeD) The expected volatility reflects the assumption that the current volatility during the time of issue is indicative of further trends, which may not necessarily be the actual outcome. (b) expenses arising from share based payment transactions Options issued under option plan cOnsOliDateD 2010 $’000 29 29 2009 $’000 329 329 29 parent entity Financial inFOrmatiOn (a) summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non current assets total assets Current liabilities Non current liabilities total liabilities Net assets shareholders’ equity Contributed equity Reserves Accumulated losses total equity Loss for the year total comprehensive loss parent entity 2010 $’000 2009 $’000 57,656 72,024 129,680 506 – 506 1,763 61,662 63,425 889 – 889 129,174 62,536 134,792 62,964 (859) (4,759) 129,174 (3,773) (3,773) 558 (986) 62,536 (826) (826) 88 KULA GOLD LImITED ACN 126 741 259 nOtes tO the cOnsOliDateD Financial statements 31 December 2010 29 parent entity Financial inFOrmatiOn (cOntinUeD) (b) guarantees entered into by the parent entity The parent entity has provided an unconditional bank guarantee to the lessor in respect of a lease agreement amounting to $107,286 (2009 $nil). (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 31 December 2010 (31 December 2009 – nil). For information about guarantees given by the parent entity, please see above. (d) Contractual commitments for the acquisition of property, plant or equipment As at 31 December 2010, the parent entity had no contractual commitments for the acquisition of property, plant or equipment. 2010 ANNUAL REPORT 89 DirectOrs’ DeclaratiOn In the directors’ opinion: (a) the financial statements and notes set out on pages 44 to 89 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 and its performance for the financial year ended on that date, (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. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. David Frecker Chairman Sydney, 25 March 201 Lee spencer Director 90 KULA GOLD LImITED ACN 126 741 259 inDepenDent aUDitOr’s repOrt tO the members OF kUla GOlD pricewaterhousecoopers abn 52 780 433 757 darling Park Tower 2 201 Sussex Street gPO BOX 2650 SYdneY nSW 1171 dX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999 report on the financial report We have audited the accompanying financial report of Kula Gold Limited (the company), which comprises the balance sheet as at 31 December 2010, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for the Kula Gold Limited group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Liability limited by a scheme approved under Professional Standards Legislation. 2010 ANNUAL REPORT 91 inDepenDent aUDitOr’s repOrt tO the members OF kUla GOlD (cOntinUeD) Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of Kula Gold Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the remuneration report included in pages 25 to 32 of the directors’ report for the year ended 31 December 2010. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s opinion In our opinion, the remuneration report of Kula Gold Limited for the year ended 31 December 2010, complies with section 300A of the Corporations Act 2001. PricewaterhouseCoopers Peter Buchholz Partner Sydney 25 March 2011 92 KULA GOLD LImITED ACN 126 741 259 aDDitiOnal inFOrmatiOn Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows: In accordance with ASX listing rule 4.10.19 the Company confirms that it has used the cash and assets in a form readily convertible to cash that it had at the time of admission to the ASX in a way consistent with its business objectives. the sharehOlDer inFOrmatiOn set OUt belOw was applicable as at 21 march 2011 ordinary share Capital - The issued capital comprised of 91,876,382 ordinary fully paid shares (quoted) and 20,739,141 ordinary fully paid shares (not quoted) held by 14 holders. Distribution of equity securities - Analysis of numbers of equity security holders by size of holding: holding 1 to 1,000 1,001 to 5000 5,001 to 10,000 10,001 to 100,000 100,000 and over OrDinary shares OptiOns NuMBer oF hoLDers NuMBer oF shares NuMBer oF hoLDers NuMBer oF optioNs 36 122 55 120 42 375 21,250 318,286 405,682 3,677,289 108,193,016 112,615,523 – – – 7 2 9 – – – 600,000 1,689,233 2,289,233 There were 8 holders of less than a marketable parcel of ordinary shares. restricted securities - The Company had the following number and class of restricted securities on issue. Class Fully paid ordinary shares Fully paid ordinary shares NuMBer oF orDiNary shares Date esCroW perioD eNDs 324,325 31-Mar-11 20,414,816 16-Nov-12 20,739,141 unquoted options - The Company had the following unquoted options on issue: a) employee option plan - There were 1,889,223 unquoted options on issue held by five employees. b) other unlisted options optionholder D C Frecker & J M Frecker ATF The GEO Superannuation Fund Pacific Road Capital Management Holdings Pty Ltd Merchant Holdings Pty Ltd ATF The Zulu Family Trust P Bradford & V Bradford NuMBer oF optioNs perCeNtage 100,000 100,000 100,000 100,000 25.00 25.00 25.00 25.00 400,000 100.00 2010 ANNUAL REPORT 93 aDDitiOnal inFOrmatiOn twenty largest holders of quoted equity securities shareholder Pacific Road Holding NV RMB Resources Limited HSBC Custody Nominees (Australia) Limited National Nominees Limited Pacific Road Capital A Pty Ltd Pacific Road Capital B Pty Ltd JP Morgan Nominees Australia Limited USB Nominees Pty Ltd CS Fourth Nominees Pty Limited Citicorp Nominees Pty Limited AMP Life Limited Brispot Nominees Pty Ltd < House Head Nominee No 1 A/C> Escor Investments Pty Ltd JP Morgan Nominees Australia LimitedMr Stanislaw Antoni Zychewicz Pan Australian Nominees Pty Limited Charles Edward Watson Chalmsbury Nominees Pty Ltd < Black A/C> HSBC Custody Nominees (Australia) Limited – A/C 2 Merrill Lynch (Australia) Nominees Pty Limited Total unquoted ordinary shares shareholder Pacific Road Holdings NV Other holders of unquoted shares total unquoted ordinary shares substantial holders - Substantial holders in the company are set out below: Name of substantial shareholder Pacific Road Holdings NV RMB Resource Limited Westpac Banking Corporate (& its related bodies corporate) UBS AG (& its related bodies corporate) OrDinary shares NuMBer heLD perCeNtage oF quoteD shares 19,406,573 16,469,293 10,627,134 10,181,197 4,794,364 4,794,364 3,905,481 2,964,829 1,814,463 1,567,144 1,187,575 1,111,111 800,000 771,275 555,000 500,000 403,427 375,000 333,316 325,000 21.12 17.93 11.57 11.08 5.22 5.22 4.25 3.23 1.97 1.71 1.29 1.21 0.87 0.84 0.60 0.54 0.44 0.41 0.36 0.35 82,886,546 90.22 NuMBer oF shares perCeNtage oF uNquoteD shares 19,750,088 989,053 20,739,141 95.23 4.77 100.00 NuMBer oF shares heLD perCeNtage oF issueD shares 48,859,833 46,663,253 7,408,889 5,640,084 43.40 14.80 6.58 5.01 94 KULA GOLD LImITED ACN 126 741 259 aDDitiOnal inFOrmatiOn voting rights The voting rights attaching to each class of equity securities are set out below: (a) Ordinary shares - On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. (b) Options - No voting rights. interest in Mining tenements Current interest in tenements held by Kula Gold Limited and its subsidiaries as at 21 March 2011 are listed below: cOUntry / lOcatiOn Papua New Guinea / Woodlark Island Papua New Guinea / Woodlark Island Papua New Guinea / Woodlark Island tenement interest EL 1172 EL 1279 EL 1465 100% 100% 100% FOrwarD lOOkinG statements All statements other than statements of historical fact included in this report including, without limitation, statements regarding future plans and objectives of Kula Gold Limited (Kula Gold) are forward-looking statements. When used in this report, forward-looking statements can be identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’ or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this report, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the company, its directors and management of Kula Gold that could cause Kula Gold’s actual results to differ materially from the results expressed or anticipated in these statements. The company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this report will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. Kula Gold does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this report, except where required by applicable law and stock exchange listing requirements. cOmpetent persOns statements The information in this report that relates to Exploration Results is based on information compiled by Lee Spencer. Lee Spencer is the CEO of Kula Gold Limited. Mr. Spencer is a Member of The Australasian Institute of Mining and Metallurgy and 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 Exploration Results, Mineral Resources and Ore Reserves’.Mr. Spencer consents to the inclusion in the report of these matters based on information in the form and context in which it appears. The information in this report that relates to the in-situ Mineral Resource estimates for Kulumadau, Busai and Boniavat is based on information compiled by Mr. John Doepel, Principal Geologist for Continental Resource Management Pty Limited (Resource Report, Woodlark Island, June 2010). CRM has acted as independent consulting geologist to WML since 2005 and has undertaken several visits to the island and to the sample preparation facilities. Mr. Doepel is a Member of The Australasian Institute of Mining and Metallurgy and 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 Exploration Results, Mineral Resources and Ore Reserves’. Mr. Doepel consents to the inclusion in this report of these matters based on information in the form and context in which it appears. The information in this report that relates to Ore Reserves for the Busai open pit and Kulumadau open pit is based on information compiled by Mr. Linton Putland, Principal of LJ Putland & Associates and a consultant to Woodlark Mining Limited. Mr. Putland is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity for which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr. Putland consents to the inclusion in this report of these matters based on information in the form and context in which it appears. 2010 ANNUAL REPORT 95 SUITe 2, leVel 15 1 YORK STReeT SYdneY nSW 2000 T: +61 2 9262 5651 F: +61 2 9262 5680 e: info@kulagold.com.au www.kulagold.com.au