Metals X Limited
Annual Report 2011

Plain-text annual report

Registered Office Level 3, 123 Adelaide Terrace East Perth WA 6004 2011 A YEAR IN REVIEW METALS X GROUP CORPORATE DIRECTORY DIRECTORS Peter G Cook (Non-Executive Chairman) Warren S Hallam (Managing Director) Dean P Will Michael L Jefferies Sanlin Zhang Yimin Zhang (Alternate for Zhang Sanlin) COMPANY SECRETARY Fiona J Van Maanen KEY MANAGEMENT Ross Cook (GM – Bluestone Mines Tas JV) Registered Office Level 3, 123 Adelaide Terrace EAST PERTH WA 6004 Phone: 61-8-9220 5700 61-8-9220 5757 Fax: E-mail: reception@metalsx.com.au Website: www.metalsx.com.au POSTAL ADDRESS GPO Box 2606 PERTH WA 6001 SECURITIES EXCHANGE Listed on the Australian Securities Exchange Code: MLX SHARE REGISTRY Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Phone: 61-8-9315 2333 61-8-9315 2233 Fax: E-mail: registrar@securitytransfer.com.au DOMICILE AND COUNTRY OF INCORPORATION Australia CONT EN TS 01 COMPANY PROFILE 02 CHAIRMAN’S STATEMENT 03 OPERATIONAL REVIEW 21 DIRECTORS’ & FINACIAL REPORTS COMPANY PROFILE Metals X Limited (“Metals X” or “the Company”) is a diversified resource group with a considerable portfolio of growth projects. Metals X has a pipeline of assets at all stages of development, from exploration through to production with exposure to tin, nickel, gold, copper, zinc, phosphate, bauxite, uranium and lead. Metals X is Australia’s largest tin producer with its 50% owned Renison Tin Project producing approximately 2.5% of the global supply of tin. Metals X owns 100% of the world class Wingellina Nickel Project which hosts a total global resource of over 180Mt at 1% nickel including a mining reserve of 167 Million tonnes at 0.98% Ni, 0.08% Co and 47.3% Fe2O3. A project development feasibility study completed in mid-2008 concluded a robust project for the construction of a nickel and cobalt operation producing approximately 40,000tpa of nickel and 3,500tpa of cobalt for an initial mine life of 40 years. Benchmark operating costs were globally competitive at US$3.34 per pound of nickel after cobalt credits and the estimated capital cost was approximately $2.2 billion. Metals X continues to move the project towards development including recently signing a landmark native title mining agreement with the traditional owners enabling the project to be advanced and developed. The company is continuing to discuss its development options with potential participants and financiers and has recently signed a heads of agreement with China’s largest nickel producer, Jinchuan who will acquire a 20% direct interest in the project. Metals X makes strategic investments in projects that have been identified by its highly experienced mining and technical personnel that exhibit strong qualities for capital appreciation, which are not possible to acquire outright. Metals X actively provides technical and financial support to those companies and as a result of this strategy holds a number of strategic investments including: Westgold Resources Limited (“Westgold”) (25.02% interest) who holds resources of over 3 million ounces of gold within its Rover Project near Tennant Creek in the Northern Territory and Murchison goldfield in Western Australia; Independence Group NL (“Independence”) (3.23% interest)which is a diversified producer with nickel, zinc, copper and gold operations througout Australia; Mongolian Resource Corporation Limited (“MRC”) (16.97% interest) an Australian listed Mongolian focused resource company that is involved in the mining and exploration of gold, base metals, iron ore and coal; Aziana Limited (“Aziana”) (25% interest) an established gold and bauxite explorer with highly prospective projects in Madagascar. As of the 30 June 2011 the Market value of Metals X investments was $72M and the company held cash and working capital of $97.6M and has no debt. Metals X posted a full year after tax profit for the 2010/11 financial year was $62.3M 01 COMPANY PROFILE CHAIRMAN’S STATEMENT Dear Shareholders It is my pleasure to present you the Metals X Limited Annual Report for the period ending 30 June 2011. The past year has seen Metals X make steady progress on a number of fronts. Our Joint Venture tin operations in Tasmania maintained consistent and profitable performance, although the operations performance is currently at levels below our internal expectations. The increased focus on brownfields exploration was very successful in providing extension to the mining reserves and the overall resource base with the highlight being a number of bonanza tin results from the Area 4 zone within the Renison Mine. Suffice to say that the future of this mine has never been brighter throughout our seven years of ownership. The Company has also made considerable progress in advancing the Wingellina Nickel Project toward development. Most of the pre-development and logistical aspects required prior to development have been completed and a landmark native title agreement with the key stakeholders was signed during the year that paves the way for the development of this globally significant project. Discussions continue with potential participants and financiers to provide funding for the development of the Wingellina Nickel Project. An agreement was reached to swap Jinchuan’s 12.9% equity in Metals X for a direct 20% interest in the Central Musgrave Project which will occur under a selective share buy-back process to be voted on by shareholders and should complete by year end. Our strategy to make strategic investments in assets via equity participation in other companies has paid dividends with the partial divestment of our Jabiru Metals Limited stake into a takeover offer by Independence Group NL resulting in the crystallisation of a substantial profit for the Company. We still hold a significant shareholding in Independence and will do so until the Company believes its full market value is recognised. We continued this strategy and have made further investments in the frontier resource countries of Mongolia and Madagascar. In Mongolia we have acquired a 17% position in ASX-listed Mongolian Resource Company Limited. While in Madagascar we acquired a 25% interest in Aziana Limited, an unlisted explorer who is at the forefront of an exploration rush in Madagascar and we will assist this Company to list in the ensuing months. We supported the consolidation of our gold investments during the year with the takeover of Aragon Resources Limited by Westgold Resources Limited and we retain a 25% interest in the merged group. We believe that Westgold has excellent assets and the potential to build into a major participant in the Australian gold producer ranks. On the financial front, our Company is in a strong position with substantial cash and investments with no debt. The Company booked an after-tax profit for the year of $62.3m up 429% on the $12.5m for the previous year. Metals X continues to struggle to gain market recognition for the value of its diverse asset base as reflected in its share price. In the year forward, it is a major objective of the Board and I, to ensure this value is recognised. The previous year witnessed a significant turn-around in our fortunes and this has been further enhanced in the 2011 year. The sound footing on which the Company now stands is a direct outcome of strong and committed leadership of the Board coupled with the energy, drive and dedication of our executive team and their support staff. On behalf of all shareholders, I acknowledge and thank all our staff for their dedication. On behalf of my Board I thank all shareholders, internal and external stakeholders for their continued support and belief in the Company during the year past. Peter Cook Chairman 02 CHAIRMAN’S STATEMENT OPERATIONAL REVIEW STRATEGIC REVIEW During the previous twelve months Metals X has continued to advance its assets and we are pleased to be able to report a significant increase in profit after tax for the group of $62.8M ($12.6M for 2010). In addition the Company is now well positioned with cash and net receivables of $97.6M and investments in other listed entities of approximately $72M. The Renison Tin Project generated a profit for the group of $21.5M during the period. The Southern area of the mine is now well established and within the next year it is anticipated that the higher grade Northern area will reach full production resulting in a significant increase in tin output and reduced operating costs. Exploration within the mine has been extremely successful with some highly significant results being released during the year. Tin is still in short supply and is forecast to remain so for the medium term, with a deficit of approximately 10,000 tonnes for the 2011 financial year and a similar deficit expected for the succeding year. The price of tin reached a record high of A$33,255 in April this year and although it has dropped back, tin fundamentals remain strong. It is expected that higher tin prices will need to be achieved to encourage additional supply in order to address this current market deficit. Metals X has also achieved numerous milestones in relation to its globally significant Wingellina Nickel Project and is now advancing towards financing and development. During the year Metals X signed a landmark mining agreement with the traditional land owners of the project area, and in addition Jinchuan, China’s largest Nickel producer agreed to acquire a 20% direct interest in the project. Pending final water studies, environmental studies are complete and the majority of technical studies have been completed. Metals X through its experienced mining team is continually evaluating and assessing projects and investment opportunities. The impact and rewards of this approach was demonstrated in the substantial profit made from the partial divestment of Jabiru Metals Limited during the year. Metals X has further expanded its strategic investment with the acquisition of a 17% interest in Mongolian Resources Corporation Limited and a 25% interest in Aziana Limited, a gold and bauxite exploration company in Madagascar. Metals X believes these investments present an excellent opportunity as cornerstones into Mongolia and Madagascar both of which represent significant untapped resource potential. These acquisitions complement our investment in Westgold Resources Limited (25%) and Independence Group NL (3.2%). The company remains in a very strong position with an exceptional cash position, investments and world class assets including the Renison Tin Project and the Wingellina Nickel Project. With the continued support of our shareholders and stakeholders we look forward once again to the year ahead. Warren Hallam Managing Director 03 OPERATIONAL REVIEW OPERATING RESULTS The net profit from continuing operations after income tax of the Consolidated Entity for the period was $62,801,803 (2010: $12,601,084), an improvement of 398% as compared to the previous year. This result reflects an increase in operating profits from the Renison Tin Project, and profit on the sale of shares in Jabiru Metals Limited ($55,268,640), Aragon Resources Limited ($196,199) and Icon Resources Limited ($252,942). The Consolidated Entity’s net profit after income tax for the year was $62,296,608 (2010: $11,780,984), an improvement of 429% as compared to the previous financial year. NET PROFIT “IMPROVEMENT OF 398%” PROJECTS COLLINGWOOD CLAUDE HILLS MT DAVIES WINGELLINA RENISON INVESTMENTS MRC INDEPENDENCE AZIANA WESTGOLD 04 OPERATIONAL REVIEW NICKEL DIVISION The Company’s nickel strategy is built around the Central Musgrave Project (“CMP”) located in the Central Musgrave Ranges, straddling the triple-point of the WA/NT/SA borders. The project represents the Company’s key nickel assets and comprises the globally significant Wingellina deposit, the Claude Hills Nickel prospect and the Mt Davies exploration prospect. The project encompasses 1,957km2 of prospective exploration tenure encompassing the whole of the Wingellina layered intrusive sub-set of the Giles Complex. CENTRAL MUSGRAVE PROJECT The CMP consists of exploration titles in both Western Australia and South Australia, covering the Giles complex intrusives of the Musgrave block in central Australia. Key geological units are Giles Complex ultramafic and mafic layered intrusives, which are known to host nickel and copper sulphide mineralisation, and importantly, nickel and cobalt rich limonite ores. These ores are the product of deep weathering of the ultramafic lithologies within the project area. In particular, these weathering processes formed the Wingellina and Claude Hills nickeliferous ore bodies. During the year works at the Central Musgrave Project year focused on the following key areas: 1. Completing a mining agreement with the native title holders in order to establish the Company’s right to develop and mine the Wingellina Project; 2. Advancing financing and development options for the Wingellina Project; 3. Water exploration; 4. Finalising the statutory environmental approvals process, and undertaking additional field work necessary to complete approvals; and 5. Expanding the resource base within the Company’s South Australian tenements. Beadell NORTHERN TERRITORY ^_ E69/535 CLAUDE HILLS !( Irrunytju WINGELLINA E3555 North Scarface I A L A R T S U A N R E T S E W I A L A R T S U A H T U O S E3932 E3555 CALCRETE E3555 Scarface ^_ !( Kalka Pipalyatjara !( Greenwood ^_ ^_ ^_ Mt Davies Giles Complex Metasediments Basement Gneiss Resource Outlines ^_ Nickeliferous Laterite Occurence Fault 0 2.5 5 7.5 10 Kms Scale. 1:250,000 05 OPERATIONAL REVIEW WINGELLINA DEPOSIT The Wingellina Project, part of the CMP, is one of the largest undeveloped nickeliferous ‘Pure Oxide’ limonite accumulations in the world, consisting of over 180Mt of ore at 1% Nickel of which 167Mt is categorised as Probable Mining Reserves. The mineralogy of the Wingellina ore is a major strength of the project, being a “Nickel Limonite”, or “Pure Oxide Tropical Laterite (POTL)” ore. Unlike most Australian nickel laterite projects, Wingellina ore has characteristics perfectly suited to High Pressure Acid Leaching (“HPAL”), with high iron grades (resource average 47% Fe2O3) and a very low concentration of magnesium (resource average 1.6% Mg). There are many examples of high iron, low magnesium lateritic nickel deposits which have successfully and profitably produced nickel and cobalt in metal or concentrate form. The characteristics of the Wingellina ore are similar to that of Moa Bay in Cuba and Ambatovy in Madagascar. The former began production using HPAL in 1959, and is still operating today. Moa Bay, Ambatovy and the Wingellina deposits all have similar metallurgical characteristics which result in relatively low acid consumption. Acid consumption has the largest impact on operating costs in the HPAL process and as such is an important consideration in adopting the HPAL technology. The Wingellina Identified Mineral Resource estimate defines an ore body containing approximately 1.8Mt of contained nickel metal and 139Kt of Cobalt metal. Significantly, over 92% of the resource is defined as a Probable Mining Reserve in accordance with the JORC code, and resource confidence is high. WINGELLINA “APPROXIMATELY 1.8Mt NICKEL RESOURCE” Class Measured Indicated Inferred Total Class Proven Probable Total Total Identified Mineral Resource Estimate as at 30 June 2011 0.5% Ni (cut-off) Tonnes (Kt) 68,847 98,623 15,727 183,197 Ni 1.00 0.97 0.97 0.98 Co 0.08 0.08 0.07 0.08 Mining Reserve Estimate as at 30 June 2011 Tonnes (Kt) - 167,470 167,470 Ni - 0.98 0.98 Co - 0.08 0.08 Fe2O3 48.71 46.39 42.73 46.95 Fe2O3 - 47.34 47.34 Wingellina is only one of many known nickeliferous limonites areas within the CMP and is the only one to date to have been extensively drilled out. During the year Metals X completed a drilling program at it’s Claude Hill Prospect located approximately 25kms to the East of Wingellina where it has defined a JORC compliant Inferred Resource of 33 million tonnes grading 0.81%Ni, 0.07% Co and 39% Fe2O3. * Wingellina will be a simple mining operation with free-digging limonite ore existing in a number of pits over a strike length of approximately 10 kms and widths of up to 500m. Average waste to ore strip ratios over the mine life are 1.1:1 and 0.50:1 for the first 20 years. Mine sequencing in early years will take advantage of the favourable orebody geometry, which allows mining to progress with a strategy to mine higher grade ores early in the project life to maximize early cash flow. Average mined grades for the first 20 years are approximately 1.1% Ni and 0.09% Co. The favourable mining conditions result in very low mining costs with low risk. Mining represents less than 5% of the overall operating cost for the project. Ore processing is planned with an annualized treatment rate of 4.3 million tonnes of ore per annum. Product is planned to be a mixed nickel- cobalt hydroxide concentrate of 32%-38% purity, which is to be sold and shipped off site for refining to nickel and cobalt metal products. The feasibility study demonstrated the ability to profitably operate a mine in the Central Musgrave Region notwithstanding the previously perceived issues of location and isolation. The project is capital intensive with an estimated construction cost of $2.2 billion (plus EPCM and contingency). Operating costs will be maintained as low as possible through the use of piped natural gas for power supply, locally sourced calcrete for neutralisation and local sourcing of good quality process water. The Company has completed the bulk of its baseline environmental studies required for environmental approvals for the project. All works required for the submission of the Public Environmental Review document are now complete except for detailed definition of the proposed water sources, and associated baseline studies for supporting infrastructure corridors. * For full details, please refer to the Claude Hills section on page 9. 07 OPERATIONAL REVIEW Water exploration has been focused on the known aquifer within 69/12 that is located approximately 100Km South West of Wingellina. Drilling has intercepted a significant aquifer at approximately 140m below surface, with drilling unable to progress deeper than 230m due to substantial water pressure from within the aquifer. Data from historical oil exploration (Vines#1 hole) and hydrological modelling suggests that the aquifer extends to 300m below surface. Further drilling and modelling is continuing. Metals X held encouraging discussions with the Northern Territory and South Australian authorities relating to the use of rail and port infrastructure as suitable options for the project during the year. Representatives from both states have expressed interest in supporting use of road, rail and port networks, and discussions to finalise transport options will be undertaken in the ensuing year. WINGELLINA FINANCING AND DEVELOPMENT The Company has significantly advanced the Wingellina Project and is now reviewing options for finance and development. The Company has held discussions with potential equity participants and financiers with a focus on those international entities that are capable of providing both technical expertise and funding. During the year the Company announced that it had signed an Agreement with China’s largest nickel producer Jinchuan Group Limited (“Jinchuan”) to sell to Jinchuan a 20% direct interest in the CMP as a part of the projects advancement towards future production. Under the terms of the agreement the Company will selectively buy-back Jinchuan’s 12.89% shareholding (176 million ordinary fully paid shares) in the Company in exchange for the 20% direct interest in the CMP. The transaction is subject to a number of conditions precedent including Metals X shareholder approval, Jinchuan board approval, completion of due diligence and Australian federal and state government approvals. Both parties are working to complete the transaction in the near future. On completion the parties will form an unincorporated Joint Venture (“JV”) over the CMP, with the Company having an 80% interest and Jinchuan having a 20%. Metals X will retain management of the project. The Agreement with Jinchuan is an important and significant first step in bringing together a consortium to advance the project to production and the company is confident that other partners will commit to the project in the near future. 08 OPERATIONAL REVIEW WINGELLINA MINING AGREEMENT In July 2010 Metals X signed a mining agreement (“the Agreement”) with the traditional owners and granted native title holders of the Wingellina Project area through their representative bodies being the Yarnangu Ngaanyatjarraku Parna Aboriginal Corporation, the Ngaanyatjarra Land Council (Aboriginal Corporation), and the Ngaanyatjarra Council (Aboriginal Corporation). The Agreement provides consent for the grant of a Mining lease, and subsequent mining operations over the project, which subject to other regulatory approvals allows Wingellina to be developed. In addition the agreement allows for the granting of additional project titles for water, pipelines, roads and other infrastructure over an area in excess of 19,000 km2. The landmark agreement was the first, and remains the only mining agreement to be successfully negotiated in the Ngaanyatjarra Lands and the associated Aboriginal Reserves. Whilst the detail of the Agreement remains confidential, the agreement includes reasonable and appropriate cash payments as project milestones are met, a gross royalty interest in line with current Western Australian and national industry standards, and employment and training initiatives for the local people. The finalization of the Agreement was a major milestone in the development of Wingellina and an important focus for financial and social development within the Ngaanyatjarra lands. The Agreement reflects a willingness by the Ngaanyatjarra people to work together with mining companies in the development of resource projects providing commercial and financial benefits to all stakeholders, whilst maintaining the respect of cultures, beliefs and traditions of the traditional owners. CLAUDE HILLS PROSPECT Claude Hills is located approximately 25kms to the East of Wingellina and is one of a number of areas within the Company's exploration titles where outcropping nickeliferous limonite similar to Wingellina is known. Metals X completed an extensive drilling campaign at the Claude Hills prospect to complement the drilling campaign carried out in late 2008 and has defined an Inferred Resource as follows: Cut-off (% Ni) 0.5% 0.7% Total Identified Mineral Resource Estimate as at 30 June 2011 Ni (%) Million Tonnes 0.81% 33.3 0.96% 19.2 Co (%) 0.07% 0.08% Fe2O3 (%) 39% 44% A total of 264 holes (16,514m) have been drilled by Metals X to date over a strike length of approximately 11.5km. The Claude Hills resource straddles the wholly owned tenement EL4751 and the Mt Davies JV tenement EL3932, of which approximately 50% of the resource is located within EL4751 and the remainder in EL3932. Mineralisation extends over a 5km strike length with widths of 50 to 250m and ore thicknesses of 12 to 60m, and lies below a remobilised cover of 5-20m. The grades obtained are similar to Wingellina for nickel, cobalt and magnesium, but the aluminium content is considerably lower. It is anticipated that the metallurgical behaviour of the ore will be as favourable as Wingellina as a result of the low magnesium and alumina grades. The presence of well developed nickeliferous limonite at Claude Hills is an exciting development in the understanding of the Giles Complex, and the Company will continue to explore for additional resources to complement the Wingellina Project. The likelihood of further developing additional resources outside of the Wingellina deposit is considered to be high. CLAUDE HILLS “AN ADDITIONAL 33.3 Mt @ 0.81% Ni” 09 OPERATIONAL REVIEW MT DAVIES JOINT VENTURE Metals X through its wholly owned subsidiary Austral Nickel Pty Ltd (“Austral”) entered into a farm-in agreement with Rio Tinto Exploration Pty Ltd (“Rio Tinto”) in July 2009 to earn an initial 51% interest in the South Australian exploration license E3932 (Mt Davies). This tenement is encapsulated within Metals X’s 100% owned tenement E3555, which is adjacent to the Wingellina deposit and hosts part of the Claude Hills deposit. Austral can increase its interest to 70% ownership by sole funding exploration and development expenditure to the completion of a pre-feasibility study. Rio Tinto can elect to contribute following the earn-in phase to retain a 49% interest and can elect to earn-back up to 70% ownership within 60 business days after the delivery by Austral of the pre-feasibility study, through the sole funding of a feasibility study. To date only a small percentage of the mineralisation system has been tested and there are numerous other limonite occurrences known to exist within the Mt Davies license. In addition there is also significant potential for the discovery of nickel and copper sulphides within the area. COMMUNITY INVOLVEMENT The CMP is located in a relatively remote part of Australia, where mutual respect, assistance, and understanding are key factors in successfully achieving our goals. Our Western Australian leases lie within Aboriginal Reserve 17614, an area that is subject to a 99 year lease to the Ngaanyatjarra Land Council. Our South Australian lease lies on a freehold aboriginal land granted to the Anangu Pitjantjatjara Yankunytjatjara (“APY”). Metals X has maintained a full time presence at the project since 2005 and has been welcomed into the region by members of the various communities, as evidenced by the completion of the mining agreement for Wingellina. The Community support that the Company has attained on the Aboriginal lands has been born out of the open and mutually beneficial relationship that has been developed since 2005. Metals X has directly employed many local people in all on ground exploration and feasibility activities undertaken in the area, and sees the training of local people as a critical factor in the future development of the Wingellina operation. Metals X has made its exploration camp available to accommodate service personnel working in the local communities, and continues to support local community development initiatives. 10 OPERATIONAL REVIEW TIN DIVISION Metals X is Australia’s largest tin producer through its 50% ownership of the Bluestone Mines Tasmania Joint Venture (“BMTJV”). The key asset of BMTJV is the Renison Tin Project, which consists of the world class Renison Tin Mine, a 680,000tpa tin concentrator and the proposed Renison Expansion Project (Rentails) which involves the construction of a tailings re-treatment concentrator and tin fuming plant. RENISON TIN PROJECT The Renison Tin Project is located approximately 15km NE of Zeehan in the mineral-rich west coast region of Tasmania. The Mt Bischoff open pit mine is located approximately 80km north of the Renison Tin Project. The annual net operating profit after income tax for the Renison Tin Project was $21,506,342 compared to $5,054,230 for the previous year. Metals X’s share of revenue from tin concentrate sales from the Renison Tin Project for the financial year was $69,015,638 (2010: $95,686,783). The revenue in the current year is lower than the previous year due to the sale of 50% of the Tin Project in the previous year. Metals X Entity’s interest for the Renison Tin Project is summarised below: Mining Renison Underground Ore Hoisted (tonnes) Grade (%Sn) Mt Bischoff Open Pit Ore Mined (tonnes) Grade (%Sn) Tin Concentration Tonnes Processed (tonnes) Grade (%Sn) Recovery (%) Concentrate Grade (%Sn) Copper Metal Produced (tonnes) Tin Metal Produced (tonnes) Tin Metal Sales (tonnes) 2011 236,038 1.61 3,345 0.99 236,038 1.56 66 56 94 2,701 2,788 2010 333,441 1.70 186,639 1.31 535,239 1.56 67 55 - 5,340 5,129 * Note that in the 2010 year, Metals X held 100% of the project for 9 months, and 50% of the project for 3 months. The Company has held 50% of the project for the entirety of 2011. The current operating costs average of approximately A$15,700 per tonne allow for a solid operating margin. In the period since the mine was brought back to production in 2008, mining has been constrained to the South Renison area whilst mine de-watering and rehabilitation of the flooded North Renison decline and other associated ore zones were re-established. At year end de-watering and refurbishment of the Northern zone had advance to a point that allowed access to the upper levels of the Zeehan ore body and subsequent to year end has now advanced to deepest point in the North Renison Decline. Rehabilitation has now commenced on the cross cuts and draw points of the Zeehan, Bruny, and Huon ore bodies with production expected to commence towards the end of calendar year 2011. 11 OPERATIONAL REVIEW Renison Mine Mine Development Schematic Longitudinal Projection South Bassett Deep Federal South Envelopes Deeps Lower Federal Deep Federal Envelope Mid Federal Wedge Waratah Schouten Deep Federal North North Bassett Cascade, King, Dundas North King Mawson’s Bruny 1430 Nth HW Drill Drive Huon Zeehan Rendeep North Deep Huon Area 4 Area 4 Down Plunge Granite Dolomite 1 Crimson Creek Formation Dolomite 2 Dalcoath Member Dolomite 3 Mined Out Area Remaining Ore Reserve (Stratabound Mineralisations) Remaining Ore Reserve (Fault Mineralisations) Recent / Highlight Drillhole Resource Fault Decline BMT Drillhole Pre 2008 Drillhole 0 M 100 M 200 M 300 M 400 M South North It is expected that once the higher grade production from the North Renison area commences, operating costs will further decline as a result of the higher tin production. The company expects to achieve its targeted mine productivity of 60,000 tonnes of ore per month and 8,000 tonnes of tin in concentrates per annum when mining fronts are fully established in both the North and South Renison declines in early 2012. Another major milestone in the tin concentrator was the commissioning of the copper circuit enabling copper to be recovered as a co-product from the tin concentration process. Approximately 94 tonnes of copper was produced for the year and the circuit has now been fully commissioned. Copper in concentrate is now being output at a rate of approximately 500 tpa and is expected to increase further as higher grade coincident copper areas are mined. During the year a core focus of BMTJV was on mine exploration. Two diamond drills continuously focussed on the task of upgrading and extending the Resources and Reserves of the mine. A third diamond drill rig operated on the surface with a focus on open pittable surface targets within the mining lease. Over 33,000m of diamond drilling was completed during the year. The exploration outcomes resulted in an increase in the Total Identified Mineral Resource Estimate (as of 30 June 2011) to 8.35Mt @ 1.63%Sn containing 135,3790 tonnes of tin and underground mining reserves alone were increased to 2.61Mt at 1.43%Sn containing 37,202 tonnes of tin. Renison Mine Area 4 Recent Results Granite Dolomite 1 Crimson Creek Formation Dolomite 2 Dalcoath Member Dolomite 3 Mined Out Area Mineralisation Resource Fault Decline BMT Drill Hole Pre 2008 Drillhole Previously mined U4264 7.21m @ 6.52% Sn from 121.81m U4229 3m @ 2.53% Sn Zeehan Zone Huon Zone Waratah/Schouten Zone U4244 8.27m @ 2.17% Sn U4238 6.87m @ 5.78% Sn U4232 3.81m @ 3.17% Sn & 3.18m @ 6.85% Sn Open and to be tested U4233 7.22m @ 3.09% Sn & 8.78m @ 6.10% Sn U4239 2.5m @ 3.63% Sn U4227 1.88m @ 3.00% Sn U4246 5.18m @ 1.08% Sn U4240 2.77m @ 3.23% Sn & 5m @ 2.07% Sn U4247B 7.3m @ 2.89% Sn and 3.6m @ 1.89% Sn U4234 1.84m @ 5.17% Sn and 9.68m @ 1.61% Sn Current Reserve U4272 4.18m @ 13.87% Sn U4228 4m @ 2.23% Sn Zone of Demonstrated Potential U4242 6.02m @ 2.46% Sn U4249 8.73m @ 2.41% Sn Ore Reserve Recent Drill Hole To Federal mining zone 400m of untested strike South North Area 4 Down Plunge Open and to be tested Current Resource U4256 6.88m @ 6.53% Sn from 226m, and 7.94m @ 5.63% Sn from 273.1m. 12 OPERATIONAL REVIEW Cross Section66500mNCross Section65700mN2000mRL66000mN67200mN1500mRL1000mRL66400 N66500 N66300 N66600 N66700 N66400 N66500 N66600 N66700 N1200 RL1300 RL1200 RL1300 RLThe highlight was Area 4 were over 12,000m of drilling was completed and resulted in a significant increase in the total resource of the Area 4 Zone to 1.33 Mt @ 1.9% Sn. Importantly, Area 4 is located approximately 150m from the main North Renison decline allowing for easy access. It is expected that production from Area 4 will commence within the fourth quarter of the 2012 financial year. Drilling in Area 4 also returned numerous bonanza intercepts, including U4251 14.0m @ 8.11% Sn, U4233 8.78m @ 6.10% Sn and U4238 8.27m @ 5.78% Sn. The mineralisation remains open to the south and down plunge. Of significance was the drilling of a step out hole approximately 100m out from the current resource boundary returning an intercept of 4.18m @ 13.87% Sn & 0.36% Cu in hole U4272 providing clear evidence of the growth opportunities that are still to be realised from this part of the overall ore system. Other significant exploration success was achieved from the Lower and Upper Federal and the newly defined Mawson’s lode in the north of the mine located below the Dundas and King Resource areas that has continued to return significant high grade results including 5.01m @ 6.39% Sn & 0.20% Cu in hole U4449 and 12.41m @ 3.62% Sn & 0.76% Cu in hole U4456. MOUNT BISCHOFF Mount Bischoff is a significant deposit in its own right producing in excess of 60,000t of tin metal since the late 1800’s. Although a resource remains at Mount Bischoff, the last of the ore from the current open pit was mined in July 2010. The remaining Mount Bischoff ore stockpiles were depleted by the end of 2010 as production from the Renison underground was advanced to provide the entire feed for the Renison Tin Concentrator. The current strategy for the Mount Bischoff project is to remain in care and maintenance in the short term whilst options for further underground and open pit mining are evaluated. In addition, the BMTJV partners are undertaking a tenement scale geophysical review at Mount Bischoff to generate further exploration targets. AREA 4 “A SIGNIFICANT INCREASE TO 1.33 Mt @ 1.9% Sn” 13 OPERATIONAL REVIEW RENISON EXPANSION PROJECT (RENTAILS) The Renison Expansion Project's (“Rentails”) objective is to reprocess and recover tin and copper from an estimated 18.95 Mt of tailings output from the historical processing of tin ores at the Renison Bell mine since 1965. The tailings have an average grade of 0.44% Tin and 0.20% Copper and represent one of the largest single resources of tin available in Australia today. Metals X completed a Definitive Feasibility Study into mining and re- processing of tailings for the recovery of tin and copper at Rentails in 2009. Financial outcomes estimated an average total cash cost of production of $11,875 per tonne of tin after copper credits, assuming a copper price of A$6,250 (current copper price A$8,300). Capital costs were estimated to be AUD$ 194 million +/- 15%. The study outcomes demonstrate that it remains exposed to upside from tin and copper prices . The proposed process route uses proven technology and has developed a robust circuit for the recovery of both tin and copper. In addition, the project would allow for the treatment of other tin sulphide (stannite) ore bodies within the region, which are not currently viable under conventional tin processing routes, as they require tin fuming. The Rentails flowsheet comprises the reclaiming of tailings from the historical dams at a rate of 2Mt per annum, producing approximately 5,300t of tin and 2,000t of copper in concentrate per annum. The tailings ore is finely ground to increase the liberation of the tin bearing minerals before removing the gangue sulphides by flotation. The sulphide flotation tails which contain the fine tin is then processed through classification, gravity recovery and tin flotation circuits. Flotation produces a 10% tin concentrate that will be smelted to produce a tin fume product assaying in excess of 68% tin. A by-product from the fuming process will be a saleable copper matte assaying 70% copper. Metals X is currently working with its BMTJV partners to validate the feasibility study in preparation to committing to the project development. RENTAILS “ONE OF THE LARGEST SINGLE RESOURCES OF TIN IN AUSTRALIA” 14 OPERATIONAL REVIEW COLLINGWOOD TIN PROJECT The Company’s Collingwood Tin Project is located in Far North Queensland approximately 30km south of Cooktown. The Company has decided to dispose these assets and is currently actively marketing the project for sale. In the meantime the project will remain under care and maintenance. There was no production from the project for the reporting period. The net operating loss after income tax for the Collingwood Project for the financial year was $505,195 (2010: $820,100). There was no impairment of property, plant and equipment during the year (2010: $500,000). There was no revenue from tin concentrate sales for the year. TIN MARKET The LME Australian dollar tin price increased from approximately A$20,000/t at the commencement of the year and reached an historical high of A$33,255/t in April 2011 before receding to approximately A$24,000/t by the end of the year. The demand for tin returned to levels prior to the global financial crisis of approximately 360,000 tonnes per annum while production remained relatively flat at approximately 350,000 tonnes resulting in a deficit of approximately 10,000 tonnes for the 2011 financial year. The supply of tin continues to remain extremely tight as production from China, Indonesia and Peru which together supplies 75% of global tin-in-concentrate, continue to show signs of decline. Limited additional global production capacity is currently being seen in the short to medium term. It is estimated that the supply deficit for the 2012 financial year will be similar to 2011 financial year of approximately 10,000 tonnes. In the current period of substantial market volatility, the tin price has tended to trade in line with general market sentiment for base metals without cognisance of its specific supply-demand fundamentals. We expect price volatility in the current market but anticipate that the solid underlying supply pressures will ultimately prevail and create stronger pricing through 2012. USD Tin Price and Stocks $35,000 $30,000 $25,000 $20,000 $15,000 $10,000 0 1 / 8 0 / 0 1 0 1 / 7 0 / 1 2 0 1 / 8 0 / 0 3 0 1 / 9 0 / 9 1 0 1 / 0 1 / 9 0 1 / 0 1 / 9 2 0 1 / 1 1 / 8 1 0 1 / 2 1 / 8 0 1 / 2 1 / 8 2 0 1 / 2 1 / 7 1 1 1 / 2 0 / 6 1 1 / 2 0 / 6 2 1 1 / 3 0 / 8 1 1 1 / 4 0 / 7 1 1 / 4 0 / 7 2 1 1 / 5 0 / 7 1 1 1 / 6 0 / 6 1 1 / 6 0 / 6 2 1 1 / 7 0 / 6 1 1 1 / 8 0 / 5 1 1 / 8 0 / 5 2 26,000 24,000 22,000 20,000 18,000 16,000 14,000 12,000 10,000 INVESTMENTS Metals X has operated a strategy over the past few years to build a diverse portfolio of metal and industrial mineral interests. It is not always possible to acquire assets outright and when opportunities are identified our strategy is to invest directly within the publicly listed or unlisted entity that owns the assets. We consider this provides us with both the flexibility to fund and finance the exploration and development activities in a dedicated manner without the competition for capital from our operations. Metals X looks to take significant shareholdings and Board representation in these entities such as: 1. Westgold Resources Limited 25.02% (2010: 31.99%); 2. Independence Group NL 3.23% (2010: Nil); 3. Mongolian Resource Company Limited 16.97% (2010: Nil); and 4. Aziana Limited 25.00% (2010: Nil). This strategy proved successful during the year as the Company crystallised a $55.2M profit from the partial sale of its investment in Jabiru Metals Limited (now Independence Group). WESTGOLD RESOURCES LIMITED Westgold Resources Limited (“Westgold”) is an ASX listed (ASX:WGR) gold and base metals exploration company. Its principal focus is on exploring and developing a new gold field at its Rover project near Tennant Creek in the Northern Territory and the commencement of gold production from its large tenement holding in the Murchison Goldfields of Western Australia. Westgold currently holds a combined resource of over 3.2 million ounces gold equivalent within these two main projects and is aspiring to become Australia next 200,000 ounce per annum gold equivalent producer. Central Murchison Gold Project The Central Murchison Project is located in the Murchison gold fields of Western Australia south of Cue. The project includes the historical production areas of Big Bell, Day Dawn and Cuddingwarra that have collectively produced over 5Moz. During the year exploration programs continue to progress towards development and production. A successful underground mining study was undertaken which envisages an 800,000 tpa processing facility to produce approximately 100,000 oz pa. An open pit mining study is also in progress to supplement the underground ore feed. The strategy is to build a centralised processing plant to re-commence mining and production from as early as 2012. A current Total Identified Resource estimate of 2Moz has currently been identified. Rover Project The Rover project is located approximately 100kms SW of Tennant Creek in the Northern Territory. Westgold has been targeting high grade gold and copper deposits similar to the historical mines of the Tennant Creek Goldfield renowned for their exceptional high grade gold and copper mines which produced over 5M ounces of gold and around 0.5Mt of copper metal between the 1930’s to late 1990’s. The large portfolio of highly prospective tenements within the Rover field contains a number of coincident magnetic and gravity anomalies that are interpreted to signify iron oxide copper gold (“IOCG”) bodies under varying thicknesses (60m-250m) of un-conforming cover rocks. To date Westgold has focussed most of its attention on two of these targets which have both resulted in the discovery of significant ore bodies referred to as Rover 1 and Explorer 108. During the year Westgold announced an updated resource at Rover 1 to 6.8 million tonnes at an equivalent gold grade of 5.57g/t for 1.22 million ounces of gold equivalent. Within the Rover field there are also several other exciting targets that have very similar magnetic and gravity signatures of similar size. It is anticipated that several of the these targets will be drilled over the proceeding year which could add significantly to the economics of the high quality Rover 1 discovery and to the development of a new Australian gold field. 16 OPERATIONAL REVIEW Explorer 108 is a large alteration system, mineralised throughout with broad (100m+) intervals grading 2 to 5% Zn + Pb, but importantly contains a number of high grade lenses up to 60m thick containing grades over 7% Zn + Pb. The most significant of these discovered to date occurs in the base of dolomite sequence directly above the contact with the underlying acid volcanic sequence. Westgold announced a maiden identified mineral resource estimate for Explorer 108 in 2008 as follows: 8.7Mt @ 5.7% (Zn + Pb) using a 2.5% Zn+Pb lower cut-off; or 4.0Mt @ 8.2% (Zn + Pb) using a 5.0% Zn + Pb lower cut-off During the year Westgold successfully completed the off market takeover of Aragon Resources Limited (“Aragon”). Metals X Limited participated in the takeover of Aragon by accepting Westgold’s offer to acquire the Company’s 8.70% interest in Aragon for shares in Westgold. The Company received 20,271,858 Westgold shares as consideration for its 8.70% interest in Aragon. The Aragon share sale resulted in a profit of $196,199 for Metals X. As a result of the takeover Metals X percentage holding in Westgold was decreased from 31.99% to approximately 24.5%. Metals X acquired an additional 10,457,150 Westgold shares subsequent to the takeover and currently holds 25.02% of Wesgold’s issued capital. INDEPENDENCE GROUP NL Independence is an ASX listed (ASX:IGO) Australian diversified explorer, developer and producer. Operations include the Long Nickel mine and the high grade Jaguar VMS copper, zinc, and silver mine in Western Australia. Independence also owns 30% of the 3.9Moz Tropicana gold project currently being developed and holds various exploration projects within Australia including the Stockman Copper, Zinc and silver project and the Karlawinda gold project. During the year Independence successfully completed the off market takeover of Jabiru Metals Limited (“Jabiru”). Metals X Limited participated in the takeover of Jabiru by signing a pre-bid agreement with Independence to sell its 19.99% interest in Jabiru for cash and shares in Independence. The Company received $48,089,540 in cash and 6,558,571 Independence shares as consideration for its 19.99% interest in Jabiru. The Jabiru share sale has resulted in a profit of $55,268,640 for the Company. MONGOLIAN RESOURCES CORPORATION LIMITED MRC is an Australian listed Mongolian resource company. MRC's main two gold projects include the high grade Kargana (Blue Eyes) Gold Project (85%) and the Sujigtei Gold Project (90%) which are located 7 kms apart within the North Khentei gold belt of Mongolia. The Blue Eyes deposit has been mined for over 80 years by artisanal miners and currently contains an existing operation which is advancing over three levels. Sujigtei was actively explored and developed on five levels over 150 vertical meters in the 1960’s by the East German Geological Department and has been worked in recent times by artisanal miners. 17 OPERATIONAL REVIEW MRC is currently targeting a maiden resource at the Blue Eyes and Sujigtei Gold Deposits located. The North Khentei gold belt includes several historical mines and deposits including the Boroo and Gatsuurt gold mines, Bumbat, Erren, Khargant and Sujigetei gold deposits. Feasibility studies have commenced on the development of these high grade gold deposits, two mining licenses have been granted and the statutory approvals are at an advanced state to recommence mining activities. MRC advised that sampling for near surface open pittable gold from outcropping quartz stockworks near Blue Eyes has returned an average of 1.0g/t from 319 samples. Rock chip samples have further highlighted the potential for open pit mineralization returning gold assays of 18.8g/t, 17.9g/t, 9.0g/t and 7.8g/t. MRC also holds exploration permits covering the Barglit Iron Ore Prospect (100%), the Doshin Thermal Coal Prospect (100%) and various alluvial gold projects at Berleg, Selenge, Ovorhangay, Omnogovi and Bulgan. 40 E AZIANA LIMITED Aziana is an unlisted gold and bauxite explorer in Madagascar which currently undergoing preparations to become a publicly listed company on the ASX. The gold exploration activities are focused on the Central Madagascar Gold Belt (CMGB), Beforona Gold Belt (BGB) and Vohilava-Ampasary Gold Belt (VAGB). Aziana’s gold prospects include large areas where substantial artisanal mining and gold production have occurred and Aziana is the first company to systematically sample, drill and explore these highly prospective gold targets. 300km 15 S 150km 15 S 40 E 40 E 0 45 E 15 S In addition, Aziana is also the 99% beneficial owner of the exciting Manantenina Bauxite Prospect in southern Madagascar where exploration to date has shown significant potential for large tonnages of high grade bauxite/gibbsite development. ANTANANARIVO (Head Office) 20 S 20 S 20 S 25 S ANTANDROKAZO (GOLD) Aziana has been an active explorer in Madagascar since 2006 and now holds a leading position in gold exploration. In the past 5 years, Aziana has systematically reviewed the 10 main gold belts in the country, completed reconnaissance field works and selectively reduced its tenement portfolio from over 16,000km2 to focus on the current core area of 950km2 of highly prospective gold tenure. Early stage fieldwork has returned highly promising results and Aziana continues to intensify its exploration activities on its core projects. TOLIARA 25 S 25 S PROTEROZOIC AGE Ambatolampy Group, Mica schist, amphibolite, quartzite The CMGB sits within the Ambatolampy Group of rocks and includes approximately half of Madagascar’s known artisanal gold mining sites and Aziana’s key Alakamisy, Antandrokazo and Antakasina gold projects. The BGB lies north-east of the capital and hosts Aziana’s Grigri gold project while the VAGB lies south-east of the capital and hosts Aziana’s Sakaleone gold field. Manampotsy Group, Gneiss, granite ALAKAMISY (GOLD) (Field Office) MORONDAVA 40 E 45 E 45 E 50 E ANTSIRANANA 50 E ANTSIRANANA 0 150km 300km 45 E 0 150km 300km 50 E 0 150km MAHAJANGA 50 E 15 S 300km ANTSIRANANA ANTALAHA MAHAJANGA ANTSIRANANA MAROVATO (GOLD) ANTALAHA ANTALAHA MAROVATO (GOLD) MAHAJANGA ANTANANARIVO (Head Office) ALAKAMISY (GOLD) (Field Office) MAHAJANGA ANTANDROKAZO (GOLD) ANTANANARIVO (Head Office) ALAKAMISY (GOLD) (Field Office) ANTANDROKAZO (GOLD) MAJOR FAULT MORONDAVA GRIGRI (GOLD) VHMS Ag-Pb-Cu ANTANANARIVO GRIGRI (GOLD) (Head Office) VHMS Ag-Pb-Cu MAROVATO (GOLD) GRIGRI (GOLD) VHMS Ag-Pb-Cu ANTAKASINA (GOLD) ANTAKASINA (GOLD) ANTALAHA ALAKAMISY (GOLD) (Field Office) ANTANDROKAZO (GOLD) MAROVATO (GOLD) 20 S MORONDAVA SAKALEONE (GOLD) MORONDAVA GRIGRI (GOLD) ANOSIVOLO VHMS Ag-Pb-Cu (GOLD, COPPER, SILVER) ANTAKASINA (GOLD) SAKALEONE (GOLD) MAJOR FAULT TOLIARA ANTAKASINA (GOLD) ANOSIVOLO TOLIARA (GOLD, COPPER, SILVER) MANANTENINA (BAUXITE) (Field Office) TOLAGNARO SAKALEONE (GOLD) TOLAGNARO 25 S MAJOR FAULT ANOSIVOLO (GOLD, COPPER, SILVER) TOLIARA SAKALEONE (GOLD) ANOSIVOLO (GOLD, COPPER, SILVER) MANANTENINA (BAUXITE) (Field Office) PROTEROZOIC AGE MAJOR FAULT Ambatolampy Group, Mica schist, amphibolite, quartzite TOLAGNARO Ambatolampy Group, Greenstone Belt, Mica schist, amphibolite, quartzite Gneiss, amphibolite, gabbro Active Project Greenstone Belt, Gneiss, amphibolite, gabbro PROTEROZOIC AGE ARCHAEAN AGE MANANTENINA (BAUXITE) (Field Office) ARCHAEAN AGE Manampotsy Group, Gneiss, granite TOLAGNARO PROTEROZOIC AGE MANANTENINA (BAUXITE) (Field Office) ARCHAEAN AGE Manampotsy Group, Tana Block, Gneiss, granite Gneiss, migmatite Ambatolampy Group, Mica schist, amphibolite, quartzite Greenstone Belt, Gneiss, amphibolite, gabbro Manampotsy Group, Gneiss, granite ARCHAEAN AGE Greenstone Belt, Gneiss, amphibolite, gabbro Tana Block, Gneiss, migmatite Tana Block, Gneiss, migmatite Active Project Other Gold Projects Pan-African thrust Other Gold Projects Tana Block, Gneiss, migmatite Pan-African thrust Active Project Other Gold Projects Pan-African thrust Active Project Other Gold Projects Pan-African thrust Metals X believes Aziana is a well-established gold and Bauxite explorer in one of the world’s most untapped mineral provinces. 18 OPERATIONAL REVIEW IDENTIFIED MINERAL RESOURCES & MINING RESERVE ESTIMATES IDENTIFIED MINERAL RESOURCE – CONSOLIDATED AS AT 30 JUNE 2011 TIN DIVISION PROJECT Measured Renison Bell Mt Bischoff Rentails Collingwood Indicated Renison Bell Mt Bischoff Rentails Collingwood Inferred Renison Bell Mt Bischoff Rentails Collingwood TOTALS Renison Bell Mt Bischoff Rentails Collingwood TIN Tonnes (Kt) Grade (%Sn) Sn Metal (t) COPPER Tonnes (Kt) Grade (%Cu) Cu Metal (t) 917 2.01 18,473 479 19,505 0.44 86,594 19,505 Sub-total 20,422 0.51 105,067 19,985 0.28 0.21 0.21 1,321 41,353 42,673 Sub-total Sub-total 4,260 968 - 652 5,879 3,177 699 - 51 3,927 8,354 1,667 19,505 702 30,229 1.52 0.59 - 1.29 1.34 1.66 0.47 - 1.12 1.44 1.63 0.54 0.44 1.28 0.80 64,585 5,681 - 8,436 78,702 2,732 3,300 - 570 56,602 135,790 8,981 86,594 9,006 240,370 2,995 0.39 11,737 2,995 0.39 11,737 1,242 0.36 4,426 1,242 0.36 4,426 4,716 19,505 0.37 0.21 17,484 41,353 24,221 0.24 58,837 Total I.M.R NICKEL DIVISION Wingellina Measured Indicated Inferred Total I.M.R Cut Off (%Ni) 0.5 0.5 0.5 0.5 Tonnes(Mt) 68.8 98.6 15.7 183.2 Ni (%) 1.00 0.97 0.97 0.98 Co (%) 0.078 0.075 0.069 0.076 Fe203(%) 48.7 46.4 42.7 47.0 Claude Hills* Inferred Inferred * Approximately 50% of the Claude Hills Resource is located within EL4751 and the remainder within the Mt Davies JV lease EL3932. Cut-off (% Ni) 0.5 0.7 Tonnes (Mt) 33.3 19.2 Fe2O3 (%) 39 44 Co (%) 0.07 0.08 Ni (%) 0.81 0.96 19 OPERATIONAL REVIEW MINING RESERVE ESTIMATE – CONSOLIDATED AS AT 30 JUNE 2011 TIN DIVISION PROJECT TIN COPPER Cut-off % Tonnes (Kt) Grade (%Sn) Sn Metal (t) Tonnes (Kt) Grade (%Cu) Cu Metal (t) Proved Reserves Renison Bell Mt Bischoff Rentails Collingwood 0.80% 0.50% 0.00% 0.70% 378 1.67 6,313 376 0.13% 492 - - - - - - Sub-total 378 1.67 6,313 376 0.13% 492 Probable Reserves Renison Bell Mt Bischoff Rentails Collingwood 0.80% 0.50% 0.00% 0.70% Sub-total Total Mining Reserves Renison Bell Mt Bischoff Rentails Collingwood Total Reserves 0.80% 0.50% 0.00% 0.70% NICKEL DIVISION 2,230 1.39 30,890 1,541 0.29 4,481 18,664 - 20,894 0.44 - 0.54 82,553 18,664 0.21 39,409 - 113,442 20,206 0.22 43,890 2,608 1.43 37,202 1,918 0.26 4,973 18,664 - 21,272 0.44 - 0.56 82,553 18,664 0.21 39,409 - 119,755 20,582 0.22 44,383 Class Proven Probable Total Mining Reserve Estimate as at 30 June 2011 Tonnes (Kt) - 167,470 167,470 Ni - 0.98 0.98 Co - 0.08 0.08 Fe2O3 - 47.34 47.34 *Reserves are a sub-set of the IMR estimate COMPETENT PERSONS STATEMENT The information in this report that relates to Exploration Results is compiled by Metals X technical employees under the supervision of Mr Peter Cook (BSc (Applied Geology) (MSc (Min. Econ) MAusIMM). Mr Cook is not a full-time employee of the company. Mr Cook is an advisor to Metals X and the Non-Executive Chairman of Metals X. Mr Cook has sufficient experience which is relevant to the styles of mineralisation and types of deposit under consideration and to the activities which they are 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 Cook consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. 20 OPERATIONAL REVIEW DIRECTORS’ AND FINANCIAL REPORT 22 DIRECTORS’ REPORT 38 AUDITOR’S INDEPENDENCE DECLARATION 39 CORPORATE GOVERNANCE STATEMENT 49 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011 50 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 51 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011 52 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 116 DIRECTORS’ DECLARATION 117 INDEPENDENT AUDIT REPORT 119 SECURITY HOLDER INFORMATION AS AT 21 SEPTEMBER 2011 121 SUMMARY OF MINING TENEMENTS DIRECTORS’ REPORT The Directors submit their report together with the financial report of Metals X Limited (“Metals X” or “the Company”) and of the Consolidated Entity, being the Company and its controlled entities, for the year ended 30 June 2011. DIRECTORS The names and details of the Company’s Directors in office during the financial period and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES Peter Gerard Cook - Non-Executive Chairman Mr Cook is a Geologist (BSc (Applied Geology)) and a Mineral Economist (MSc (Min. Econ), MAusIMM). In recent years he has been the Managing Director of Hill 50 Limited, the Chief Executive Officer of Harmony Gold Australia Pty Ltd, Managing Director of Abelle Limited and Chairman of both Metals Exploration Limited and Aragon Resources Limited. He has considerable experience in the fields of exploration and project and corporate management of mining companies. He is also a director of Westgold Resources Limited and Kingsrose Mining Limited and the Chairman of Pacific Niugini Limited. Mr Cook also serves on the Company’s Audit and Remuneration Committees. During the past three years he has served as a director of the following public listed companies: • Westgold Resources Limited* (Appointed 19 March 2007); • Aragon Resources Limited* (Appointed 18 May 2007); • Pacific Niugini Limited* (Appointed 31 August 2009); and • Kingsrose Mining Limited* (Appointed 10 October 2010). Warren Shaye Hallam - Managing Director Mr Hallam is a Metallurgist (B. App Sci (Metallurgy)) and a Mineral Economist (MSc (Min. Econ)) and holds a Graduate Diploma in finance. He has considerable technical and commercial experience within the resources industry. He is also a director of Westgold Resources Limited. In recent times he was the Managing Director of Metals Exploration Limited. During the past three years he has served as a director of the following public listed company: • Westgold Resources Limited* (Appointed 18 March 2010). Michael Leslie Jefferies - Non-Executive Director Mr Jefferies has been an executive of Guinness Peat Group (“GPG”) for the past 19 years and has extensive experience in finance and investment. He is a chartered accountant and holds a B. Comm. Mr Jefferies also serves on the Company’s Audit and Remuneration Committees. During the past three years he has served as a director of the following public listed companies: • Tower Australia Group Limited (Appointed 8 August 2006 – Resigned 8 August 2008); • Tower Limited* (Appointed 14 December 2006); • Ozgrowth Limited* (Appointed 31 October 2007); • Clearview Wealth Limited* (Appointed 4 November 2008); and • Capral Limited* (Appointed 6 November 2008). 22 DIRECTORS’ REPORT Dean Patrick Will - Executive Director (Appointed 12 July 2011) Mr Will is a Mining Engineer (BEng) with a Master’s degree in Business Administration. Mr Will has over 26 years’ experience and has numerous senior and executive roles across a diversity of companies. For the past nine years he has been the Chief Mining Engineer with Mincor Resources NL where he has been responsible for mining engineering, project evaluations, assisting business development, evaluations and contract management and successfully played a key role in Mincor’s nickel expansion strategy. Mr Will has held no other public company directorships in the past three years. Scott James Huffadine - Executive Director (Resigned 1 June 2011) Mr Huffadine is a Geologist (BSc (Hons)) with broad experience in the resources industry, specifically in geology and mining project management. Prior to joining the Company Mr Huffadine was employed by Harmony Gold Australia Pty Ltd as the General Manager of the Hill 50 Gold Project for 4 years. His previous roles include Chief Geologist for both Harmony and Hill 50 Gold (Mt Magnet Project). He has also held Underground, Open Pit and Exploration Geology positions with WMC Resources at Mt Magnet WA, Dominion Mining at Mt Morgan’s WA and Werrie Gold NSW. During the past three years he has served as a director of the following public listed company: • Westgold Resources Limited* (Appointed 1 June 2011). Sanlin Zhang - Non-Executive Director Mr Zhang is a Vice President of Jinchuan Group Limited and is responsible for international investments, legal council and community infrastructure. He is also the Non-Executive Chairman of Albidon Limited. During the past three years he has served as a director of the following public listed company: • Albidon Limited* (Appointed 31 August 2010). Yimin Zhang - Alternate Non-Executive Director Mr Zhang joined the Board to act as an alternate director for Sanlin Zhang. Mr Zhang is the Chief Representative for Jinchuan Australia and is also an Executive Director of Sino Nickel Pty Limited and Albidon Limited. Mr Zhang has worked for Jinchuan since 1981 and has been posted to several overseas positions to which he has been involved in numerous Jinchuan co-operative ventures. Mr Zhang holds a Diploma from the Metallurgical and Architectural Institute of Chung Chan. During the past three years he has served as a director of the following public listed company: • Albidon Limited* (Appointed 9 September 2009). * Denotes current directorship 23 DIRECTORS’ REPORT INTERESTS IN THE SHARES OF THE COMPANY As at the date of this report, the interests of the Directors in the shares and options of Metals X Limited were: Director P G Cook W S Hallam M L Jefferies D P Will S Zhang (1) Y Zhang (Alt Director) Total Fully Paid Ordinary Shares Options expiring on 30 November 2012 exercisable at $0.14 68,440,200 6,350,000 2,700,000 - 176,000,000 - 253,490,200 - 1,500,000 - - - - 1,500,000 (1) Mr Zhang is a director of Jinchuan Group Limited which holds 176,000,000 fully paid ordinary shares in the Company. COMPANY SECRETARY Fiona Van Maanen - Company Secretary Mrs Van Maanen is a CPA, holds a Bachelor of Business (Accounting) degree and a Graduate Diploma in Company Secretarial Practice. She has many years of accounting and financial management experience in the mining and resources industry and has been with the Company since incorporation. DIVIDENDS No dividends have been paid or declared by the Company during the financial period or up to the date of this report. Refer to note 10 for available franking credits. PRINCIPAL ACTIVITIES The principal activities during the year of entities within the Consolidated Entity were: • exploration for and the mining, processing, production and marketing of tin concentrate in Australia; • exploration for nickel in Australia; • exploration for phosphate in Australia; • development of nickel projects; and • exploration and mining for precious and base metals through significant shareholdings in Westgold Resources Limited, Independence Group NL, Mongolian Resource Corporation Limited and Aziana Exploration Corporation. There have been no significant changes in the nature of these activities during the year. EMPLOYEES The Consolidated Entity employed 87 employees at 30 June 2011 (2010: 81). OPERATING AND FINANCIAL REVIEW A full review of the operations of the Consolidated Entity during the year ended 30 June 2011 is included on pages 3 to 20. 24 DIRECTORS’ REPORT OPERATING RESULTS The net profit from continuing operations after income tax of the Consolidated Entity for the period was $62,801,803 (2010: $12,601,084), an improvement of 398% as compared to the previous year. This result reflects an increase in operating profits from the Renison Tin Project, profit on the sale of shares in Jabiru Metals Limited ($55,268,640), Aragon Resources Limited ($196,199) and Icon Resources Limited ($252,942). The Consolidated Entity’s net profit after income tax for the year was $62,296,608 (2010: $11,780,984), an improvement of 429% as compared to the previous financial year. REVIEW OF FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES The consolidated statement of cash flows illustrates that there was an increase in cash and cash equivalents in the year ended 30 June 2011 of $46,486,707 (2010: $22,547,138). The increase in cash inflow in comparison with the prior year was due to the factors detailed below. There has been an increase in the amount of cash generated from operating activities to $23,976,007 (2010: $4,437,180), which is largely due to a decrease in operating costs at the Renison Tin Project. There has been an increase in the amount of cash generated from investing activities to $22,502,060 (2010: $8,665,319), which was mainly attributable to the sale of the Jabiru Metals Limited and Icon Resources Limited shares for $48,579,912. This increase in cash flows was partly offset by the acquisition of shares in Mongolian Resources Corporation Limited, Westgold Resources Limited and Aziana Exploration Corporation for a total of $10,558,620. Financing activities resulted in $8,640 (2010: $9,444,639) of net cash inflows. The increase in the previous year was due to the placement of 178,000,000 shares to APAC Resources Limited for a total of $15,986,833 after capital raising costs. The Consolidated Entity’s debt has decreased by $1,675,890 (2010: $7,219,019) over the last year due repayment of finance leases secured by mobile plant and equipment at the Renison Tin Project. Of the Consolidated Entity’s debt, 81% ($941,788) is repayable within one year of 30 June 2011, compared to 76% ($2,153,380) in the previous year. CAPITAL EXPENDITURE There has been a decrease in cash used to purchase property, plant and equipment in 2011 to $2,252,369 from $2,700,248 for the year ended 30 June 2010. Capital commitments of $115,023 existed at the reporting date, principally relating to the purchase of maintenance plant and equipment and a tailings dam lift for the Renison Tin Project. SHARE ISSUES DURING THE YEAR Share Placements There were no share placements during the financial year. Option Conversions No options were converted during the financial year. 25 DIRECTORS’ REPORT CORPORATE INFORMATION CORPORATE STRUCTURE BLUESTONE AUSTRALIA PTY LTD ACN 108 490 820 100% BLUESTONE NOMINEES PTY LTD ACN 092 257 013 Collingwood Tin Project 100% 75% MAD METALS PTY LTD ACN 149 449 169 100% 100% 100% CHINGGIS METALS PTY LTD ACN 149 449 150 AGATON PHOSPHATE PTY LTD ACN 129 901 097 METALS EXPLORATION PTY LTD ACN 005 483 009 100% METEX NICKEL PTY LTD ACN 108 243 358 Central Musgrave Project Exploration Project HINCKLEY RANGE PTY LTD ACN 052 098 496 Wingellina Nickel Exploration Project AUSTRAL NICKEL PTY LTD ACN 092 816 558 Claude Hills Nickel BLUESTONE MINES TASMANIA PTY LTD ACN 108 492 628 50% of Bluestone Mines Tasmania Venture Project 50% BLUESTONE MINES TASMANIA JOINT VENTURE PTY LTD ACN 141 265 974 Manager of Unincorporated Bluestone Mines Tasmania Joint Venture 26 DIRECTORS’ REPORT SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Total consolidated equity increased to $263,953,921 from $201,866,069, an increase of $62,087,853. The movement was largely as a result of the increase in profits from the Renison Tin Project and the sale of Jabiru Metals Limited and Aragon Resources Limited shares. SIGNIFICANT EVENTS AFTER THE BALANCE DATE On 16 June 2011 the Company announced its intention to conduct an on-market buy-back of up to 10% of its issued capital over a twelve month period commencing on 1 July 2011. As at the date of this report the Company had acquired 25,208,407 shares for a total value of $5,740,356.48 and an average price of $0.228 per share. LIKELY DEVELOPMENTS AND EXPECTED RESULTS It is expected that the Consolidated Entity will continue its exploration, mining, processing, production and marketing of tin concentrate in Australia, and will continue its exploration and development of its nickel and phosphate projects. These are described in more detail in the Review of Operations above. Further information regarding likely developments in the operations of the Consolidated Entity and the expected results from those operations in future financial years has not been included in this report because, in the opinion of your directors, its disclosure would prejudice the interests of the Consolidated Entity. ENVIRONMENTAL REGULATION AND PERFORMANCE The Consolidated Entity’s activities are subject to the relevant environmental protection legislation (Commonwealth and State legislation) at its projects. The Consolidated Entity believes that sound environmental practice is not only a management obligation but the responsibility of every employee and contractor. During the period our achievements in the environmental area included: • Continued focus on environmental management; and • Continuous review and improvement of our environmental management systems across all projects. No fines were imposed and no prosecutions were instituted by a regulatory body during the period. SHARE OPTIONS Unissued shares As at the date of this report, there were 7,575,000 unissued ordinary shares under option (8,275,000 at reporting date), refer to note 29(e) for further details. There are no participating rights or entitlements inherent in the options and option holders are not entitled to participate in new issues of capital or bonus issues offered or made to shareholders during the currency of the options. Shares issued as a result of exercising options No options were exercised during the financial year. 27 DIRECTORS’ REPORT INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the financial year, the Company paid a premium in respect to a contract of insurance to insure Directors and officers of the Company and related bodies corporate against those liabilities for which insurance is permitted under section 199B of the Corporations Act 2001. Disclosure of the nature of the liabilities and the amount of the premium is prohibited under the conditions of the contract of insurance. DIRECTORS’ MEETINGS The number of meetings of Directors’ (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director was as follows: Directors Meetings Audit Remuneration No of meetings held: No of meetings attended: P G Cook W S Hallam S J Huffadine M L Jefferies S Zhang Y Zhang (Alt Director) 6 6 6 5 6 1 1 4 4 - - 4 - - 1 1 - - 1 - - All Directors were eligible to attend all meetings held, except for Mr S Huffadine who was eligible to attend 5 meetings. COMMITTEE MEMBERSHIP As at the date of this report, the Company had an Audit Committee and a Remuneration Committee of the Board of Directors. Members acting on the committees of the Board during the year were: Audit P G Cook * M L Jefferies F J Van Maanen ** Remuneration P G Cook * M L Jefferies Notes: * Designates the Chairman of the Committee. ** Mrs Van Maanen is the Company Secretary and is not a Director. 28 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) This remuneration report for the year ended 30 June 2011 outlines the remuneration arrangements of the Company and the Consolidated Entity in accordance with the requirements of the Corporations Act 2001 (“the Act”) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for Key Management Personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Consolidated Entity, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes the five executives in the parent and the Consolidated Entity receiving the highest remuneration. For the purposes of this remuneration report, the term ‘executive’ includes the Managing Director, executive directors, senior executives, general managers and secretary of the parent and the Consolidated Entity. THE REMUNERATION REPORT IS PRESENTED UNDER THE FOLLOWING SECTIONS: 1. Individual key management personnel disclosures 2. Board oversight of remuneration 3. Non-executive Director remuneration arrangements 4. Executive remuneration arrangements 5. Company performance and the link to remuneration 6. Executive contractual arrangements 7. Equity instruments disclosures 1. INDIVIDUAL KEY MANAGEMENT PERSONNEL DISCLOSURES Details of KMP including the top five remunerated executives of the Parent and Consolidated Entity are set out below: KEY MANAGEMENT PERSONNEL Name Directors P G Cook W S Hallam S J Huffadine M L Jefferies D P Will S Zhang Y Zhang Executives P M Cmrlec R D Cook Position Date of appointment Date of resignation Non-Executive Chairman Managing Director Executive Director Non-Executive Director Executive Director Non-Executive Director Alternate Non-Executive Director for S Zhang 23 Jul 2004 1 Mar 2005 17 Jun 2009 29 Dec 2006 12 July 2011 9 Nov 2009 3 Oct 2007 - - 1 Jun 2011 - - - - General Manager – Central Musgrave Project 19 Nov 2007 1 Jun 2011 F J Van Maanen Company Secretary General Manager - Renison 22 Apr 2010 1 Jul 2005 - - Other than the appointment of D. Will as shown above, there were no other changes to key management personnel after reporting date and before the date the financial report was authorised for issue. 29 DIRECTORS’ REPORT 2. BOARD OVERSIGHT OF REMUNERATION REMUNERATION COMMITTEE The Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for non-executive directors and executives. The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of non- executive directors and executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing director and executive team. REMUNERATION APPROVAL PROCESS The Board approves the remuneration arrangements of the Managing Director and executives and all awards made under the long-term incentive plan, following recommendations from the remuneration committee. The Board also sets the aggregate remuneration of non-executive directors which is then subject to shareholder approval. The remuneration committee approves, having regard to the recommendations made by the Managing Director, the level of the Consolidated Entity’s short-term incentive pool. REMUNERATION STRATEGY The Company’s remuneration strategy is designed to attract, motivate and retain employees and non-executive directors by identifying and rewarding high performers and recognising the contribution of each employee to the continued growth and success of the Consolidated Entity. To this end, the company embodies the following principles in its remuneration framework: retention and motivation of key executives; • • attraction of quality management to the Company; and • performance incentives which allow executives to share the rewards of the success of the Company. REMUNERATION STRUCTURE In accordance with best practice corporate governance, the structure of non-executive director and senior executive remuneration is separate and distinct. 3. NON-EXECUTIVE DIRECTOR REMUNERATION ARRANGEMENTS REMUNERATION POLICY The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed annually against fees paid to non-executive directors of comparable companies. The Board considers advice from external consultants as well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review process. The Company’s constitution and the ASX listing rules specify that the non-executive director fee pool shall be determined from time to time by a general meeting. The last determination was at the annual general meeting held on 24 November 2009 when shareholders approved an aggregate fee pool of $200,000 per year. The board will not seek any increase for the non-executive director pool at the 2011 annual general meeting. 30 DIRECTORS’ REPORT Structure The remuneration of non-executive directors consists of director’s fees. Non-executives are entitled to receive retirement benefits and to participate in any incentive programs. There are currently no specific incentive programs. The non-executive Chairman receives a base fee of $60,000 and each other non-executive director receives a base fee of $40,000 for being a director of the Consolidated Entity. There are no additional fees for serving on any board committees. Mr Cook who is a non-executive director receives $215 per hour for each hour worked on behalf of the company. These consultant fees are exclusive of non-executive directors fees. Non-executive directors have long been encouraged by the Board to hold shares in the Company. The shares are purchased by the directors at the prevailing market share price. The remuneration report for the non-executive Directors for the year ending 30 June 2011 and 30 June 2010 is detailed in Table 1 and Table 2 respectively of this report. 4. EXECUTIVE REMUNERATION ARRANGEMENTS REMUNERATION POLICY The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The current remuneration policy adopted is that no element of any executive package be directly related to the Company’s financial performance. Indeed there are no elements of any executive remuneration that are dependent upon the satisfaction of any specific condition. Remuneration is not linked to the performance of the Company but rather to the ability to attract and retain executives of the highest calibre. The overall remuneration policy framework however is structured in an endeavour to advance/ create shareholder wealth. STRUCTURE In determining the level and make-up of executive remuneration, the Remuneration Committee engages external consultants as needed to provide independent advice. Remuneration consists of the following key elements: • Fixed remuneration (base salary and superannuation); and • Variable remuneration (share options). The proportion of fixed remuneration and variable remuneration for each executive for the period ending 30 June 2011 and 30 June 2010 are set out in Table 1 and Table 2. FIXED REMUNERATION Executive contracts of employment do not include any guaranteed base pay increase. Fixed remuneration is reviewed annually by the remuneration committee. The process consists of a review of the Company, business unit and individual performance, relevant comparative remuneration internally and externally and, where appropriate, external advice independent of management. Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. The fixed remuneration component for executives for the period ending 30 June 2011 and 30 June 2010 are set out in Table 1 and Table 2. 31 DIRECTORS’ REPORT VARIABLE REMUNERATION – LONG TERM INCENTIVE (LTI) The objective of the LTI plan is to reward executives in a manner that aligns remuneration with the creation of shareholder wealth. LTI – Share options Structure LTI awards to executives are made under the Metals X Limited Employee Option Scheme and are delivered in the form of shares options. The number of options issued is determined by the policy set by the remuneration committee and is based on each executive’s role and position with the Consolidated Entity. The share options will vest after one year or as determined by the Board of Directors and executives are able to exercise the share options for up to three years after vesting before the options lapse. Where a participant ceases employment prior to the vesting of their share options, the share options are forfeited. Where a participant ceases employment after the vesting of their share options, the share options automatically lapse after six months of ceasing employment. Table 3 provides details of LTI options granted and the value of options granted, exercised and lapsed during the year. Hedging of equity awards The Company does not have a policy to prohibit executives from entering into arrangements to protect the value of unvested LTI awards. 5. COMPANY PERFORMANCE AND THE LINK TO REMUNERATION Remuneration is not linked to the performance of the Company but rather on the ability to attract and retain executives of the highest calibre. The overall remuneration policy framework however is structured in an endeavour to advance/create shareholder wealth. The Metals X Limited Employee Option Scheme has no direct performance requirements but has specified time restrictions on the exercise of options. The granting of options is in substance a performance incentive which allows executives to share the rewards of the success of the Company. The Consolidated Entity’s performance is reflected in the following table: 30 June 2007 30 June 2008 30 June 2009 30 June 2010 30 June 2011 Closing share price Profit/(loss) per share (cents) Net tangible assets per share Total Shareholder Return $0.39 -0.44 $0.18 90% $0.41 -0.76 $0.20 4% $0.11 -4.82 $0.15 -73% $0.10 0.92 $0.15 -13% $0.26 4.56 $0.19 166% 32 DIRECTORS’ REPORT 6. EXECUTIVE CONTRACTUAL ARRANGEMENTS Remuneration arrangements for KMP are formalised in employment agreements. Details of these contracts are provided below: MANAGING DIRECTOR The Managing Director, Mr Hallam is employed under an annual salary employment contract. The current employment contract commenced on 17 June 2009. Under the terms of the present contract: • Mr Hallam receives a fixed remuneration of $381,500 (including superannuation) per annum. • Mr Hallam may resign from his position and thus terminate this contract by giving three months written notice. On resignation any unvested options will be forfeited. • The Company may terminate this employment agreement by providing three months written notice or providing payment in lieu of notice period (based on the fixed component of Mr Hallam’s remuneration). On termination on notice by the Company, any LTI options that have vested or that will vest during the notice period will be released. LTI options that have not yet vested will be forfeited. • The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs the Managing Director is only entitled to that portion of remuneration that is fixed, and only up to the date of termination. On termination with cause by the Company, any LTI options that have vested will be released. LTI options that have not yet vested will be forfeited. OTHER EXECUTIVE DIRECTORS Mr Huffadine was employed under an annual salary employment contract and receives a fixed remuneration of $348,800 (including superannuation) per annum. The other terms of the employment contracts are: • Executive Directors may resign from their position and thus terminate their contract by giving three months written notice. On resignation any unvested options will be forfeited. • The Company may terminate the employment agreement by providing three months written notice or providing payment in lieu of notice period (based on the fixed component of the executive director’s remuneration). On termination on notice by the Company, any LTI options that have vested or that will vest during the notice period will be released. LTI options that have not yet vested will be forfeited. • The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs the executive director is only entitled to that portion of remuneration that is fixed, and only up to the date of termination. On termination with cause by the Company, any LTI options that have vested will be released. LTI options that have not yet vested will be forfeited. OTHER KMP All other executives have standard employment contracts. The other terms of the employment contracts are: • Executives may resign from their position and thus terminate their contract by giving one month written notice. On resignation any unvested options will be forfeited. • The Company may terminate the employment agreement by providing one month written notice or providing payment in lieu of notice period (based on the fixed component of the executive’s remuneration). On termination on notice by the Company, any LTI options that have vested or that will vest during the notice period will be released. LTI options that have not yet vested will be forfeited. 33 DIRECTORS’ REPORT • The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with cause occurs the executive is only entitled to that portion of remuneration that is fixed, and only up to the date of termination. On termination with cause by the Company, any LTI options that have vested will be released. LTI options that have not yet vested will be forfeited. Remuneration of key management personnel and the five highest paid executives of the Company and the Consolidated Entity Table 1: Remuneration for the year ended 30 June 2011 Short Term Salary and Fees Non monetary benefits Post employ- ment Superan- nuation Long term benefits Share- based Payment Total Long service leave Options % Perfor- mance related % of remunera- tion that consists of options Non-executive Directors P G Cook M L Jefferies S Zhang Y Zhang (Alt Director) Executive Directors W S Hallam S J Huffadine* Other key management personnel R D Cook P M Cmrlec* F J Van Maanen 172,230 40,000 - - 212,230 - - - - - 5,400 - - - 5,400 - - - - - 323,013 420,645 4,636 4,456 20,487 40,372 23,778 - 133,490 170,884 130,655 - 11,700 1,895 4,533 4,121 13,813 - 11,309 26,607 1,178,687 17,746 81,087 68,874 Totals 1,390,917 17,746 86,487 68,874 * SJ Huffadine and CM Cmrlec both resigned on 1 June 2011. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 177,630 40,000 - - 217,630 388,508 448,879 147,085 189,230 172,692 1,346,394 1,564,024 34 DIRECTORS’ REPORT Remuneration of key management personnel and the five highest paid executives of the Company and the Consolidated Entity Table 2: Remuneration for the year ended 30 June 2010 Short Term Salary and Fees Non monetary benefits Post employ- ment Superan- nuation Long term benefits Share- based Payment Total Long service leave Options % Perfor- mance related % of remunera- tion that consists of options Non-executive Directors P G Cook M L Jefferies P J Newton * W Wei * S Zhang Y Zhang (Alt Director) Executive Directors W S Hallam S J Huffadine Other key management personnel R D Cook ** P M Cmrlec D J Coutts * T De Vries ** 210,364 40,000 15,978 - - - 266,343 - - - - - - - 3,600 - 1,438 - - - 5,038 - - - - - - - - - - - - - - 213,964 40,000 17,416 - - - 271,381 315,659 300,000 4,572 4,024 28,409 13,189 71,659 433,488 27,000 4,527 47,773 383,324 167,025 224,971 99,963 205,115 - 14,573 4,572 1,625 - 20,247 3,288 17,784 2,464 2,868 - - - 184,062 37,398 290,056 - - 104,876 222,899 F J Van Maanen 112,828 5,583 10,155 8,722 24,932 162,220 1,425,561 20,376 121,456 31,770 181,762 1,780,925 Totals 1,691,904 20,376 126,494 31,770 181,762 2,052,306 - - - - - - - - - - - - - - - - - - - 17.24 12.75 - 13.23 - - 16.86 * PJ Newton resigned on 29 November 2009. W Wei resigned on 9 November 2009. DJ Coutts resigned on 14 August 2009. ** T DeVries resigned on 22 April 2010 and RD Cook was appointed on the same day. 35 DIRECTORS’ REPORT 7. EQUITY INSTRUMENTS Table 3: Options awarded and vested during the year (Consolidated) 30 June 2011 Granted Terms and conditions for each Grant Vested Granted options Grant Date Fair value per option at grant date ˆ Exercise price per option Expiry date First exercise date Last exercise date Vested number of options % of options vested Executives P M Cmrlec F J Van Maanen Total - - - - - - - - - - - - - - - 750,000 500,000 1,250,000 100% 100% ˆ For details on valuation of the options, including models and assumptions used, please refer to note 33. Table 4: Value of options awarded, exercised and lapsed during the yearˆ Value of options granted during the year $ Value of options exercised during the year $ Value of options lapsed during the year $ Total value of options granted, exercised and lapsed during the year $ Executives S J Huffadine * - - - - ˆ For details on valuation of the options, including models and assumptions used, please refer to note 33. * During the period 1,000,000 options issued to Mr S Huffadine lapsed unexercised and were subsequently forfeited. The value of the options at the date of forfeiture was nil as the exercise price of the options was greater than the market value of the underlying shares. There were no alterations to the terms and conditions of options granted as remuneration since their grant date. The maximum grant, which will be payable is equal to the number of options granted multiplied by the fair value at the grant date. The minimum grant payable if the options lapse is zero. There were no shares issued on exercise of compensation options during the year. End of Audited Remuneration Report. 36 DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE AND NON-AUDIT SERVICES AUDITOR INDEPENDENCE The Directors’ received the Independence Declaration, as set out on page 38, from Ernst & Young. NON-AUDIT SERVICES The following non-audit services were provided by the entity’s auditor, Ernst & Young. The directors are satisfied that the provision of non-audit is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Ernst & Young received or are due to receive the following amounts for the provision of non-audit services: Tax compliance services Signed in accordance with a resolution of the Directors. $ 79,450 WS Hallam Managing Director Perth, 29 September 2011 37 DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION Auditor’s Independence Declaration to the Directors of Metals X Limited In relation to our audit of the financial report of Metals X Limited for the financial year ended 30 June 2011 to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young D S Lewsen Partner Perth 29 September 2011 DL:VP:METALSX:008 Liability limited by a scheme approved under Professional Standards Legislation 38 AUDITOR’S INDEPENDENCE DECLARATION CORPORATE GOVERNANCE STATEMENT The Board of Directors of Metals X Limited is responsible for the corporate governance of the Consolidated Entity. The Board guides and monitors the business and affairs of Metals X Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Metals X Limited’s key governance principles and practices. 1. COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS The Company, as a listed entity, must comply with the Corporations Act 2001 and the Australian Securities Exchange (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Recommendations published by the ASX Corporate Governance Council (ASXCGC). Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure. For further information on corporate governance policies adopted by the Company, refer to the corporate governance section of our website: www.metalsx.com.au The table below summaries the Company’s compliance with the Corporate Governance Council’s Recommendations: Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 1 Lay solid foundations for management and oversight 1.1 1.2 1.3 Establish the functions reserved to the board and those delegated to senior executives and disclose those functions. Disclose the process for evaluating the performance of senior executives. Provide the information indicated in the Guide to reporting on principle 1. Principle 2 Structure the Board to add value A majority of the board should be independent directors. The chair should be an independent director. 2(a) 2(h), 3(b), Remunera- tion Report 2(a), 2(h), 3(b), Re- muneration Report 2(e) 2(c), 2(e) The roles of chair and chief executive officer should not be exercised by the same individual. 2(b), 2(c) The board should establish a nomination committee. Disclose the process for evaluating the performance of the board, its committees and individual directors. Provide the information indicated in the Guide to reporting on principle 2. 2(d) 2(h) 2(b), 2(c), 2(d), 2(e), 2(h) 2.1 2.2 2.3 2.4 2.5 2.6 Yes Yes Yes No No Yes No Yes Yes Principle 3 Promote ethical and responsible decision-making 3.1 Establish a code of conduct and disclose the code or a summary as to: 4(a) Yes • the practices necessary to maintain confidence in the company’s integrity; • the practices necessary to take into account the company’s legal obligations and the reasonable expectations of its stakeholders; and • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 39 CORPORATE GOVERNANCE STATEMENT Principle # ASX Corporate Governance Council Recommendations (continued) Reference Comply 3.2 3.3 Establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy or a summary. 4(b) Provide the information indicated in the Guide to reporting on principle 3. 4(a), 4(b) Principle 4 Safeguard integrity in financial reporting 4.1 4.2 4.3 4.4 The board should establish an audit committee. 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; and • has at least three members. The audit committee should have a formal charter Provide the information indicated in the Guide to reporting on principle 4. Principle 5 Make timely and balanced disclosure 5.1 5.2 Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies. Provide the information indicated in the Guide to reporting on principle 5. Principle 6 Respect the rights of shareholders 6.1 6.2 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose the policy or a summary of that policy. Provide the information indicated in the Guide to reporting on principle 6. Principle 7 Recognise and manage risk 3(a) 3(a) 3(a) 3(a) 5(a), 5(b) 5(a), 5(b) 5(a), 5(b) 5(a), 5(b) Yes Yes Yes No Yes Yes Yes Yes Yes Yes Establish policies for the oversight and management of material business risks and disclose a summary of those policies. 6(a) Yes 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 should disclose whether it had 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. Provide the information indicated in the Guide to reporting on principle 7. Principle 8 Remunerate fairly and responsibly 8.1 8.2 8.3 The board should establish a remuneration committee. Clearly distinguish the structure on non-executive directors’ remuneration from that of executive directors and senior executives. Provide the information indicated in the Guide to reporting on principle 8. 6(a), 6(b), 6(d) Yes 6(c) Yes 6(a), 6(b), 6(c), 6(d) 3(b) 3(b), Re- muneration Report 3(b) Yes Yes Yes Yes 7.1 7.2 7.3 7.4 40 CORPORATE GOVERNANCE STATEMENT 2. THE BOARD OF DIRECTORS 2(a) Roles and Responsibilities of the Board The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position. The Board is responsible for: • Appointing, evaluating, rewarding and if necessary the removal of the Managing Director (“MD”) and senior management; • Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; • Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; • Overseeing the management of business risks, safety and occupational health, environmental issues and community development; • Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; • Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately; • Approving and monitoring financial and other reporting; • Assuring itself that appropriate audit arrangements are in place; • Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and • Reporting to and advising shareholders. Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s business activities is delegated to the Managing Director and Executive Management. 2(b) Board Composition The Directors determine the composition of the Board employing the following principles: • the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors; • the roles of the Chairman of the Board and of the Managing Director should be exercised by different individuals; • the majority of the Board should comprise Directors who are non-executive; • the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and • the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions. The Board is currently comprised of three non-executive Directors and two executive Directors. Details of the members of the Board, their experience, expertise, qualifications, terms of office and independent status are set out in the Directors’ Report of the Annual Report under the heading “Directors”. 41 CORPORATE GOVERNANCE STATEMENT The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in office since their last election. Where Directors have served for equal periods, they may agree amongst themselves or determine by lot who will retire. A Director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election. A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they may be re-elected. The Managing Director is not subject to retirement by rotation and, along with any Director appointed as an additional or casual Director, is not to be taken into account in determining the number of Directors required to retire by rotation. 2(c) Chairman and Managing Director The Chairman is responsible for: leadership of the Board; • • the efficient organisation and conduct of the Board’s functions; • the promotion of constructive and respectful relations between Board members and between the Board and management; • contributing to the briefing of Directors in relation to issues arising at Board meetings; • • committing the time necessary to effectively discharge the role of the Chairman. facilitating the effective contribution of all Board members; and The Board does not comply with the ASX Recommendation 2.2 in that the Chairman, whilst a non-executive, is not an independent Director due to his substantial interest in the Company (refer to 2(e) Independent Directors). The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company. The Managing Director is responsible for: implementing the Company’s strategies and policies; and • • the day-to-day management of the Consolidated Entity’s business activities The Board specifies that the roles of the Chairman and the Managing Director are separate roles to be undertaken by separate people. 2(d) Nomination Committee The Company does not comply with ASX Recommendation 2.4. The Company is not of a relevant size to consider formation of a nomination committee to deal with the selection and appointment of new Directors and as such a nomination committee has not been formed. Nominations of new Directors are considered by the full Board in accordance with the Company’s “Selection of New Directors Policy”. 2(e) Independent Directors The Company recognises that independent directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment. 42 CORPORATE GOVERNANCE STATEMENT 2. THE BOARD OF DIRECTORS (CONTINUED) Directors of Metals X Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a Director: • • is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; is employed, or has previously been employed in an executive capacity by the Company or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the Board; • has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided; • is a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or • has a material contractual relationship with the Company or another group member other than as a Director. The Company does not comply with ASX Recommendation 2.1, there is a majority of non-executive Directors but there is not a majority of independent Directors on the Board. In accordance with the definition of independence above, none of the Directors of the Company are considered to be independent. The Board believes that the Company is not of sufficient size to warrant the inclusion of more independent non- executive Directors in order to meet the ASX recommendation of maintaining a majority of independent non- executive Directors. The Company maintains a mix of Directors from different backgrounds with complementary skills and experience. In recognition of the importance of independent views and the Board’s role in supervising the activities of management the Chairman must be a non-executive director. 2(f) Avoidance of conflicts of interest by a Director In order to ensure that any interests of a Director in a particular matter to be considered by the Board are known by each Director, each Director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they may have an interest. 2(g) Board access to information and independent advice Directors are able to access members of the management team at any time to request relevant information. There are procedures in place, agreed by the board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense. 2(h) Review of Board performance The performance of the board and each of its committees is reviewed regularly by the Chairman. The Chairman conducts performance evaluations which involve an assessment of each board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Metals X Limited. Directors whose performance is consistently unsatisfactory may be asked to retire. The performance of each committee is against the requirements of their respective charters. 43 CORPORATE GOVERNANCE STATEMENT 3. BOARD COMMITTEES To assist the Board in fulfilling its duties and responsibilities, it has established the following committees: • Audit Committee; and • Remuneration Committee. 3(a) Audit Committee The Board has established an Audit Committee that has three members, comprising two non-executive directors and the Company Secretary. The Audit Committee is governed by its charter, as approved by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated responsibility for establishing and maintaining a framework of internal control and ethical standards to the Audit Committee. The Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in financial report. The Audit Committee’s main responsibilities include: • approval of the scope and plan for the external audit; • • • review of the independence and performance of the external auditor; review of significant accounting policies and practices; and review and recommendation to the Board for the adoption of the Consolidated Entity’s half- year and annual financial statements. The Audit Committee does not comply with ASX Recommendation 4.2 as only two of the three members are non- executive Directors and none are considered to be independent Directors (refer 2(e)). The Company believes that the committee has appropriate financial expertise, all members are financially literate and have an appropriate understanding of the Company’s activities. The Audit Committee is comprised of: Name P G Cook (Chairman) M L Jefferies F J Van Maanen Position Non-executive Chairman Non-executive Director Company Secretary The qualifications of the committee are set out in the Directors’ Report of the Annual Report under the heading “Directors”. The number of times the Audit Committee has formerly met and the number of meetings attended by directors during the financial year are reported in Directors’ Report of the Annual Report under the heading “Directors’ Meetings”. External Auditors The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. It is Ernst & Young’s policy to rotate engagement partners on listed companies at least every five years. An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the notes to the financial statements in the Annual Report. 44 CORPORATE GOVERNANCE STATEMENT 3. BOARD COMMITTEES (CONTINUED) There is no indemnity provided by the company to the auditor in respect of any potential liability to third parties. The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and preparation and content of the audit report. The directors are satisfied that the provision of non-audit services during the year by the auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act. The directors are satisfied that the provision of the non-audit services did not compromise the auditor’s independence requirements of the Corporations Act because the services were provided by persons who were not involved in the audit and the decision as to whether or not to accept the tax planning advice was made by management. 3(b) Remuneration Committee The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the Managing Director and executive team. The Board has established a Remuneration Committee, comprising two non-executives. The Remuneration Committee is governed by its charter, as approved by the Board. Members of the Remuneration Committee are: Name P G Cook (Chairman) M L Jefferies Position Non-executive Chairman Non-executive Director The Remuneration Committee advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, senior executives and non-executive directors. Executive remuneration and other terms of employment are reviewed annually by the Committee having regard to personal and corporate performance contribution to long-term growth, relevant comparative information and independent expert advice. Each member of the senior executive team signs a formal employment contract at the time of their appointment covering a range of matters including their duties, rights and responsibilities. As well as base salary, remuneration packages may include superannuation and retirement and termination entitlements. There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors. The remuneration received by directors and executives in the current period is contained in the “Remuneration Report” within the Directors’ Report of the Annual Report. The number of times the Remuneration Committee has formally met and the number of meetings attended by directors during the financial year are reported in the Directors’ Report of the Annual Report under the heading “Directors’ Meetings”. 4. ETHICAL AND RESPONSIBLE DECISION MAKING 4(a) Code of Ethics and Conduct The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people to adopt in their daily business activities. All Directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the Code of Conduct. 45 CORPORATE GOVERNANCE STATEMENT All Directors, officers and employees are expected to: • comply with the law; • act in the best interests of the Company; • be responsible and accountable for their actions; and • observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential conflicts. 4(b) Policy concerning trading in Company securities The Company’s “Dealings in Company Shares and Options Policy” applies to all Directors, officers and employees. This policy sets out the restrictions on dealing in securities by people who work for, or are associated with the Company and is intended to assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The policy stipulates that the only appropriate time for a Director, officer or employee to deal in the Company’s securities is when they are not in possession of price sensitive information that is not generally available to the market. As a matter of practice, Company shares may only be dealt with by Directors and officers of the Company under the following guidelines: • No trading is permitted in the period of 21 days prior to the announcement to the ASX of the Company’s full year and half year results; • Guidelines are to be considered complementary to and not replace the various sections of the Corporations Act 2001 dealing with insider trading; and • Prior approval of the Chairman, or in his absence, the approval of two directors is required prior to any trading being undertaken. 5. TIMELY AND BALANCED DISCLOSURE 5(a) Shareholder communication The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance. The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring that Company announcements: • be factual and subject to internal vetting and authorisation before issue; • be made in a timely manner; • not omit material information; • be expressed in a clear and objective manner to allow investors to assess the impact of the information when making investment decisions; • be in compliance with ASX Listing Rules continuous disclosure requirements; and • be placed on the Company’s website promptly following release. Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman or Managing Director are disclosed to the market and posted on the Company’s website. The Company’s external auditor attends the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit. 46 CORPORATE GOVERNANCE STATEMENT 5. TIMELY AND BALANCED DISCLOSURE (CONTINUED) 5(b) Continuous disclosure policy The Company is committed to ensuring that shareholders and the market are provided with full and timely information and that all stakeholders have equal opportunities to receive externally available information issued by the Company. The Company’s “ASX Disclosure Policy” described in 5(a) reinforces the Company’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance. The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX. 6. RECOGNISING AND MANAGING RISK The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. A written policy in relation to risk oversight and management has been established (“Risk Management and Internal Control Policy”). Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn responsibilities. 6(a) Board oversight of the risk management system The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least annually, the effectiveness of the implementation of the risk management controls and procedures. The principle aim of the system of internal control is the management of business risks, with a view to enhancing the value of shareholders’ investments and safeguarding assets. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to meet the Company’s specific needs and the risks to which it is exposed. Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an acceptable level. The Board is also responsible for identifying and monitoring areas of significant business risk. Internal control measures currently adopted by the Board include: • monthly reporting to the Board in respect of operations and the Company’s financial position, with a comparison of actual results against budget; and • regular reports to the Board by appropriate members of the management team and/or independent advisers, outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate those risks. 47 CORPORATE GOVERNANCE STATEMENT 6(b) Risk management roles and responsibilities The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Executive management is responsible for implementing the Board approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company’s activities. The board is responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control. 6(c) Managing Director and Chief Financial Officer Certification The Managing Director and Chief Financial Officer (or equivalent) provide to the Board written certification that in all material respects: • The Company’s financial statements present a true and fair view of the Company’s financial condition and operational results and are in accordance with relevant accounting standards; • The statement given to the Board on the integrity of the Company’s financial statements is founded on a sound system of risk management and internal compliance and controls which implement the policies adopted by the Board; and • The Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. 6(d) Internal review and risk evaluation Assurance is provided to the Board by executive management on the adequacy and effectiveness of management controls for risk on a regular basis. 48 CORPORATE GOVERNANCE STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011 Continuing operations Revenue Cost of sales Gross profit/(loss) Other income Other expenses Fair value change in financial instruments Share of loss of associate Impairment loss on investment in associates Exploration and evaluation expenditure written off Profit from continuing operations before income tax and finance costs Finance costs Profit before income tax Income tax benefit/(expense) Net profit after tax Discontinued Operations Loss from discontinued operations after income tax Net profit after tax Other comprehensive income Share of change in equity of associate Net fair value gains on available-for-sale financial assets Income tax on items of other comprehensive income Other comprehensive income for the period, net of tax Total comprehensive income for the period Profit for the period is attributable to: Owners of the parent Non-controlling interest Total comprehensive income for the period is attributable to: Owners of the parent Non-controlling interest Notes 2011 2010 5 7(a) 6 7(b) 7(c) 19 19 23 7(d) 8 72,307,659 (57,984,022) 14,323,637 70,665,220 97,413,807 (99,783,417) (2,369,610) 21,052,629 (3,637,636) (3,050,362) (57,464) 221,092 (17,358,674) (1,151,466) 63,004,709 (394,920) 62,609,789 192,014 (57,464) (127,475) - (254,475) 15,193,243 (1,145,058) 14,048,185 (1,447,101) 62,801,803 12,601,084 11 (505,195) (820,100) 62,296,608 11,780,984 (980,165) 1,076,551 (322,966) (226,580) 62,070,028 316,512 (4,069,739) 1,220,922 (2,532,305) 9,248,679 62,442,848 (146,240) 62,296,608 11,840,789 (59,805) 11,780,984 62,216,268 (146,240) 62,070,028 9,308,484 (59,805) 9,248,679 Earnings per share for profit from continuing operations attributable to the ordinary equity holders of the company - basic for profit for the year (cents) - diluted for profit for the year (cents) Earnings per share for profit attributable to the ordinary equity holders of the company - basic for profit for the year (cents) - diluted for profit for the year (cents) 9 9 9 9 4.61 4.60 4.57 4.57 0.98 0.97 0.92 0.91 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 49 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 Notes 2011 2010 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other assets Other financial assets Assets of disposal group classified as held for sale Total current assets NON-CURRENT ASSETS Available-for-sale financial assets Derivative financial instruments Investment in associates Property, plant and equipment Mine properties and development costs Intangible assets Exploration and evaluation expenditure Deferred tax assets Total non-current assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing loans and borrowings Provisions Liabilities directly associated with the assets classified as held for sale Total current liabilities NON-CURRENT LIABILITIES Provisions Interest bearing loans and borrowings Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Accumulated losses Option premium reserve Other reserves Parent interests Minority interests TOTAL EQUITY 12 13 14 15 16 11 17 18 19 20 21 22 23 8 24 25 26 11 27 28 29 30 31 31 32 75,983,334 12,470,596 13,168,960 146,177 3,320,730 105,089,797 1,476,212 106,566,009 49,004,755 228,269 22,801,822 15,062,434 77,888,899 2,648,484 827,947 - 168,462,610 275,028,619 29,496,627 14,910,209 14,821,577 874,561 5,005,260 65,108,234 1,491,219 66,599,453 34,064,803 57,464 22,525,913 18,651,376 20,774,615 2,648,484 53,353,863 - 152,076,518 218,675,971 5,679,553 941,788 819,678 7,441,019 886,260 8,327,279 9,947,691 2,153,380 789,757 12,890,828 886,260 13,777,088 2,530,378 217,041 2,747,419 11,074,698 263,953,921 2,351,475 681,339 3,032,814 16,809,902 201,866,069 290,056,226 (41,680,191) 18,326,178 (2,729,920) 290,141,787 (104,123,039) 18,222,793 (2,503,340) 263,972,293 201,738,201 (18,372) 263,953,921 127,868 201,866,069 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 50 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Interest received Other income Payments to suppliers and employees Interest paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Payments for mine properties and development Payments for exploration and evaluation Payments for research and development Proceeds from sale of property, plant and equipment - Tasmanian tin assets 38(c) Proceeds from sale of property, plant and equipment - other Proceeds from sale of intangible assets Payments for available-for-sale financial assets Proceeds from sales of available-for-sale financial assets Payments for investment in associates Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of shares Payment of share issue costs Proceeds from borrowings Repayment of borrowings Advance from customers Payment of finance lease liabilities Proceeds from performance bond facility Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Notes 2011 2010 72,977,803 94,334,494 1,904,148 624,118 1,081,219 709,283 (51,225,232) (90,687,810) (304,830) (1,000,006) 12(i) 23,976,007 4,437,180 (2,252,369) (2,700,248) (8,607,433) (8,264,256) (4,858,324) (3,384,694) - - 198,894 (56,149) 51,091,067 142,908 - 19,750,000 (7,150,000) (37,762,112) 48,579,912 61,605 (3,408,620) (10,212,802) 22,502,060 8,665,319 - - - - - 16,020,000 (33,167) 20,000,000 (20,000,000) (2,644,230) (1,675,890) (3,897,964) 1,684,530 - 8,640 9,444,639 46,486,707 29,496,627 22,547,138 6,949,489 Cash and cash equivalents at the end of the period 12 75,983,334 29,496,627 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 51 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011 Issued capital $ Accumulated losses $ Option premium reserve $ Other reserves $ Owners of the parent $ Non- controlling interest $ Total Equity $ 2010 At 1 July 2009 274,280,247 (115,963,773) 17,907,652 28,965 176,253,091 187,618 176,440,709 - - - Proft for the year Other comprehensive income, net of tax Total comprehensive income and expense for the year net of tax Transactions with owners in their capacity as owners Issue share capital 16,020,000 Share-based payment - (33,167) (125,293) Share issue costs Tax effect of share issue costs At 30 June 2010 2011 11,840,734 - - - - 11,840,734 (59,750) 11,780,984 (2,532,305) (2,532,305) - (2,532,305) 11,840,734 - (2,532,305) 9,308,429 (59,750) 9,248,679 - - - - - 315,141 - - - - - - 16,020,000 315,141 (33,167) (125,293) - - - - 16,020,000 315,141 (33,167) (125,293) 290,141,787 (104,123,039) 18,222,793 (2,503,340) 201,738,201 127,868 201,866,069 At 1 July 2010 290,141,787 (104,123,039 ) 18,222,793 (2,503,340) 201,738,201 127,868 201,866,069 Profit for the year Other comprehensive income, net of tax Total comprehensive income and expense for the year net of tax Transactions with owners in their capacity as owners Issue share capital Share-based payment Share issue costs Tax effect of share issue costs At 30 June 2011 - - - - - - (85,561) 62,442,848 - 62,442,848 - - - - - - - - 103,385 - - - 62,442,848 (146,240) 62,296,608 (226,580) (226,580) - (226,580) (226,580) 62,216,268 (146,240) 62,070,028 - - - - - 103,385 - (85,561) - - - - - 103,385 - (85,561) 290,056,226 (41,680,191) 18,326,178 (2,729,920) 263,972,293 (18,372) 263,953,921 52 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 1. CORPORATE INFORMATION The financial report of Metals X Limited for the year ended 30 June 2011 was authorised for issue in accordance with a resolution of the Directors on 13 September 2011. Metals X Limited (“the Parent”) is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’ Report. The address of the registered office is Level 3 Hyatt Centre, 123 Adelaide Terrace, East Perth, WA 6004. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) BASIS OF PREPARATION The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards and other authorative pronouncements of the Australian Accounting Standards Board. The financial report has been prepared on a historical cost basis, except for derivative financial instruments and available-for-sale investments, which have been measured at fair value. The financial report is presented in Australian dollars. (B) STATEMENT OF COMPLIANCE The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board which include International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Adoption of new accounting standards In the current year, the Consolidated Entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for annual reporting periods beginning on 1 July 2010. The adoption of these new and revised Standards and Interpretations did not have any effect on the financial position or performance of the Consolidated Entity. The Australian Standards and Interpretations mandatory for reporting periods beginning on or after 1 July 2010, adopted include: • AASB 2009-5 Amendments to Australian Accounting arising from the Annual Improvements Project; • AASB 2009-8 Amendments to Australian Accounting - Group Cash-settled Share-based Payment Transactions (AASB 2); and • AASB 2010-3 Amendments to Australian Accounting arising from the Annual Improvements Project. Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Consolidated Entity for the annual reporting period ending 30 June 2011. A full assessment has not yet been completed of the impact of all the new or amended Accounting Standards and interpretations issued but not effective. These are outlined in the table below: 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Reference Title Summary Application date of standard* Application date for Group* AASB 9 includes requirements for the classification and measurement of financial assets resulting from the first part of Phase 1 of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement (AASB 139 Financial Instruments: Recognition and Measurement). These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes from AASB 139 are described below. (a) Financial assets are classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows. This replaces the numerous categories of financial assets in AASB 139, each of which had its own classification criteria. (b) AASB 9 allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. (c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. These amendments arise from the issuance of AASB 9 Financial Instruments that sets out requirements for the classification and measurement of financial assets. The requirements in AASB 9 form part of the first phase of the International Accounting Standards Board’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. This Standard shall be applied when AASB 9 is applied. The revised AASB 124 simplifies the definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the definition, including: (a) The definition now identifies a subsidiary and an associate with the same investor as related parties of each other (b) Entities significantly influenced by one person and entities significantly influenced by a close member of the family of that person are no longer related parties of each other (c) The definition now identifies that, whenever a person or entity has both joint control over a second entity and joint control or significant influence over a third party, the second and third entities are related to each other A partial exemption is also provided from the disclosure requirements for government-related entities. Entities that are related by virtue of being controlled by the same government can provide reduced related party disclosures. 1 January 2013 1 July 2013 1 January 2013 1 July 2013 1 January 2011 1 July 2011 AASB 9 Financial Instruments AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] AASB 124 (Revised) Related Party Disclosures (December 2009) 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Reference Title Summary Application date of standard* Application date for Group* AASB 2009-12 Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] AASB 1053 Application of Tiers of Australian Accounting Standards AASB 1054 Australian Additional Disclosures This amendment makes numerous editorial changes to a range of Australian Accounting Standards and Interpretations. In particular, it amends AASB 8 Operating Segments to require an entity to exercise judgement in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. It also makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB. This Standard establishes a differential financial reporting framework consisting of two Tiers of reporting requirements for preparing general purpose financial statements: (a) Tier 1: Australian Accounting Standards (b) Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and substantially reduced disclosures corresponding to those requirements. The following entities apply Tier 1 requirements in preparing general purpose financial statements: (a) For-profit entities in the private sector that have public accountability (as defined in this Standard) (b) The Australian Government and State, Territory and Local Governments The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose financial statements: (a) For-profit private sector entities that do not have public accountability (b) All not-for-profit private sector entities Public sector entities other than the Australian Government and State, Territory and Local Governments This standard is as a consequence of phase 1 of the joint Trans-Tasman Convergence project of the AASB and FRSB. This standard relocates all Australian specific disclosures from other standards to one place and revises disclosures in the following areas: (a) Compliance with Australian Accounting Standards (b) The statutory basis or reporting framework for financial statements (c) Whether the financial statements are general purpose or special purpose (d) Audit fees (e) Imputation credits 1 January 2011 1 July 2011 1 July 2013 1 July 2013 1 July 2011 1 July 2011 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Reference Title Summary Application date of standard* Application date for Group* Emphasises the interaction between quantitative and qualitative AASB 7 disclosures and the nature and extent of risks associated with financial instruments. Clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. Provides guidance to illustrate how to apply disclosure principles in AASB 134 for significant events and transactions. Clarifies that when the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme, is to be taken into account. This Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRS by the IASB. These amendments have no major impact on the requirements of the amended pronouncements. The amendments increase the disclosure requirements for transactions involving transfers of financial assets. Disclosures require enhancements to the existing disclosures in IFRS 7 where an asset is transferred but is not derecognised and introduce new disclosures for assets that are derecognised but the entity continues to have a continuing exposure to the asset after the sale. The requirements for classifying and measuring financial liabilities were added to AASB 9. The existing requirements for the classification of financial liabilities and the ability to use the fair value option have been retained. However, where the fair value option is used for financial liabilities the change in fair value is accounted for as follows: The change attributable to changes in credit risk are presented in other comprehensive income (OCI) The remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. 1 January 2011 1 July 2011 1 January 2011 1 July 2011 1 July 2011 1 July 2011 1 January 2013 1 July 2013 This Standard amendments many Australian Accounting Standards, removing the disclosures which have been relocated to AASB 1054. 1 July 2011 1 July 2011 AASB 2010-4 AASB 2010-5 AASB 2010-6 AASB 2010-7 AASB 2011-1 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101, AASB 134 and Interpretation 13] Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127, 132 & 1042] Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets [AASB 1 & AASB 7] Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023, & 1038 and interpretations 2, 5, 10, 12, 19 & 127] Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence project [AASB 1, AASB 5, AASB 101, AASB 107, AASB 108, AASB 121, AASB 128, AASB 132, AASB 134, Interpretation 2, Interpretation 112, Interpretation 113] 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Reference Title Summary Application date of standard* Application date for Group* AASB 13 Fair Value Measurement AASB 2011-7 AASB 2011-9 Amendments to Australian Accounting Standards arising from the Fair Value Measurement Standard Amendments to Australian Accounting Standards -Presentation of Items of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049] AASB 11 Joint Arrangements AASB 12 Disclosure of Interests in Other Entities AASB 13 establishes a single source of guidance under Australian Accounting Standards for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value under Australian Accounting Standards when fair value is required or permitted by Australian Accounting Standards. Application of this definition may result in different fair values being determined for the relevant assets. AASB 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. 1 January 2013 1 July 2013 Consequential amendments to existing Australian Accounting Standards as a result of the adoption of AASB 13 Fair Value Measurement. 1 January 2013 1 July 2013 The main change resulting from the amendments relates to the Statement of Comprehensive Income and the requirement for entities to group items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not remove the option to present profit or loss and other comprehensive income in two statements. The amendments do not change the option to present items of OCI either before tax or net of tax. However, if the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified to profit or loss and those that will not be reclassified) must be shown separately. AASB 11 replaces AASB 131 Interests in Joint Ventures and Interpretation 113 Jointly- controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition AASB 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. This may result in a change in the accounting for the joint arrangements held by the group. AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgements made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests. 1 July 2012 1 July 2012 1 January 2013 1 July 2013 1 January 2013 1 July 2013 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Reference Title Summary Application date of standard* Application date for Group* AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangement Standards Consequential amendments to AASB 127 Separate Financial Statements and AASB 128 Investments in Associates as a result of the adoption of AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements and AASB 12 Disclosure of Interests in Other Entities. 1 January 2013 1 July 2013 AASB 119 (revised) Employee Benefits **** Consolidated Financial Statements **** Joint Arrangements The main amendments to the standard relating to defined benefit plans are as follows :- • Elimination of the option to defer the recognition of actuarial gains and losses (the ‘corridor method’); • Remeasurements (essentially actuarial gains and losses) to be presented in other comprehensive income; • Past service cost will be expensed when the plan amendments occur regardless of whether or not they are vested; and • Enhanced disclosures for Tier 1 entities. The distinction between short-term and other long-term employee benefits under the revised standard is now based on expected timing of settlement rather than employee entitlement. The revised standard also requires termination benefits (outside of a wider restructuring) to be recognised only when the offer becomes legally binding and cannot be withdrawn. IFRS 10 establishes a new control model that applies to all entities. It replaces parts of IAS 27 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statements and SIC- 12 Consolidation – Special Purpose Entities. The new control model broadens the situations when an entity is considered to be controlled by another entity and includes new guidance for applying the model to specific situations, including when acting as a manager may give control, the impact of potential voting rights and when holding less than a majority voting rights may give control. This is likely to lead to more entities being consolidated into the group. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly- controlled Entities – Non-monetary Contributions by Ventures. IFRS 11 uses the principle of control in IFRS 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Joint operations that give the venturers a right to the underlying assets and obligations themselves is accounted for by recognising the share of those assets and obligations. Joint ventures that give the venturers a right to the net assets is accounted for using the equity method. This may result in a change in the accounting for the joint arrangements held by the group. 1 January 2013 1 January 2013 1 January 2013 1 July 2013 1 January 2013 1 July 2013 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Reference Title Summary Application date of standard* Application date for Group* **** Disclosure of Interests in Other Entities **** Fair Value Measurement IFRS 12 includes all disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structures entities. New disclosures have been introduced about the judgements made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests. IFRS 13 establishes a single source of guidance under IFRS for determining the fair value of assets and liabilities. IFRS 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value under IFRS when fair value is required or permitted by IFRS. Application of this definition may result in different fair values being determined for the relevant assets. IFRS 13 also expands the disclosure requirements for all assets or liabilities carried at fair value. This includes information about the assumptions made and the qualitative impact of those assumptions on the fair value determined. 1 January 2013 1 July 2013 1 January 2013 1 July 2013 Designates the beginning of the applicable annual reporting period unless otherwise stated. * ** Only applicable to not-for-profit/public sector entities. *** Only applicable to entities that would fit in Tier 2 (Reduced Disclosure Requirements) category. **** The AASB has not issued this standard, which was finalised by the IASB in May 2011. (C) CHANGES IN ACCOUNTING POLICY The accounting policies used in the preparation of these financial statements are consistent with those used in previous years. (D) BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the parent entity and its subsidiaries (‘the Consolidated Entity’) as at 30 June each year. Subsidiaries are all those entities over which the Consolidated Entity has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a consolidated entity controls another entity. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions, have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by the Consolidated Entity and cease to be consolidated from the date on which control is transferred out of the Consolidated Entity. Where there is loss of control of a controlled entity, the consolidated financial statements include the results for the part of the reporting period during which the Company has control. Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. Changes in ownership interest of a subsidiary (without a change in control) is accounted for as a transaction with owners in their capacity as owners. 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (E) FOREIGN CURRENCY TRANSLATION (i) Functional and presentation currency Both the functional and presentation currency of the Company and its Australian subsidiaries is Australian dollars (A$). (ii) Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the reporting date. All exchange differences in the consolidated financial report are taken to the statement of comprehensive income. (F) OPERATING SEGMENTS An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. The Consolidated Entity aggregates two or more operating segments when they have similar economic characteristics. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”. (G) CASH AND CASH EQUIVALENTS Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short- term deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are included within interest bearing loans and borrowings in the current liabilities on the statement of financial position. (H) TRADE AND OTHER RECEIVABLES Trade and other receivables, which generally have 30-60 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less an allowance for impairment. Collectibility of trade and other receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment allowance is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (I) INVENTORIES Inventories are valued at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring and bringing the inventories to their existing condition and location and is determined using the weighted average cost method. (J) DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING The Consolidated Entity uses derivative financial instruments to manage commodity price exposures. Such derivative financial instruments are initially recorded at fair value on the date on which the derivative contract is entered into and are subsequently remeasured to fair value. Certain derivative instruments are also held for trading for the purpose of making short term gains. None of the derivatives qualify for hedge accounting and changes in fair value are recognised immediately in profit or loss in other revenue and expenses. Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. (K) INTEREST IN JOINTLY CONTROLLED ASSETS The Consolidated Entity recognises its share of the assets, classified as property, plant and equipment, mine properties and development, intangible assets and exploration and evaluation expenditure. In addition, the Consolidated Entity recognises it share of assets, liabilities, expenses and income from the use and output of the jointly controlled assets. (L) AVAILABLE-FOR-SALE INVESTMENTS All available-for-sale investments are initially recognised at fair value plus directly attributable transaction costs. Available-for-sale investments are those non-derivative financial assets, principally equity securities that are designated as available-for-sale. Investments are designated as available for sale if they do not have fixed maturities and fixed and determinable payments and management intends to hold them for the medium to long term. After initial recognition, available-for-sale investments are measured at fair value. Gains or losses are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the statement of comprehensive income. The fair value of investments that are actively traded in organised markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments with no active market, fair value is determined using valuation techniques. Such valuation techniques include using recent arm’s length transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models. Where fair value cannot be reliably measured for certain unquoted investments, these investments are measured at cost. (M) INVESTMENTS IN ASSOCIATES The Consolidated Entity’s investment in its associates is accounted for using the equity method of accounting in the consolidated financial statements. The associates are entities over which the Consolidated Entity has significant influence and that are neither subsidiaries nor joint ventures. The Consolidated Entity generally deems it has significant influence if it has over 20% of the voting rights. Under the equity method, investments in the associates are carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Consolidated Entity’s share of net assets of the associates. 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. After application of the equity method, the Consolidated Entity determines whether it is necessary to recognise any impairment loss with respect to the Consolidated Entity’s net investment in associates. Goodwill included in the carrying amount of the investment in associate is not tested separately, rather the entire carrying amount of the investment is tested for impairment as a single asset. If an impairment is recognised, the amount is not allocated to the goodwill of the associate. The Consolidated Entity’s share of its associates’ post-acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates reduce the carrying amount of the investment. When the Consolidated Entity’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables and loans, the Consolidated Entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The reporting dates of the associates and the Consolidated Entity are identical and the associates’ accounting policies conform to those used by the Consolidated Entity for like transactions and events in similar. (N) BUSINESS COMBINATIONS Subsequent to 1 July 2009 Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition- date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the appropriate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. When the Consolidated Entity acquires a business, it assess the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Consolidated Entity’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in the host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or in other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured. Prior to 1 July 2009 Business combinations were accounted for using the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree’s identifiable net assets. Business combinations achieved in stages were accounted for in separate steps. Any additional interest in the acquiree acquired did not affect previously recognised goodwill. The goodwill amounts calculated at each step acquisition were accumulated. When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree were not reassessed on acquisition unless the business combination resulted in a change in the terms of the contract that significantly modified the cash flows that otherwise would have been required under the contract. Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were adjusted against goodwill. 62 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (O) PROPERTY, PLANT AND EQUIPMENT Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Capital work-in-progress is stated at cost and comprises all costs directly attributable to bringing the assets under construction ready to their intended use. Capital work-in-progress is transferred to property, plant and equipment at cost on completion. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset, or where appropriate, over the estimated life of the mine. Major depreciation periods are: - Mine specific plant and equipment is depreciated using – the shorter of life of mine or useful life. Useful life ranges from 2 to 10 years. - Mine Buildings – the shorter of life of mine or useful life. Useful life ranges from 5 to 10 years. - Office Plant and equipment is depreciated at 33% per annum for computers and office machines and 20% per annum for other office equipment and furniture. Impairment The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. Derecognition An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the period the item is derecognised. (P) EXPLORATION AND EVALUATION EXPENDITURE Expenditure on acquisition, exploration and evaluation relating to an area of interest is carried forward at cost where rights to tenure of the area of interest are current and; i) it is expected that expenditure will be recouped through successful development and exploitation of the area of interest or alternatively by its sale and/or; ii) exploration and evaluation activities are continuing in an area of interest but at balance date have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where uncertainty exists as to the future viability of certain areas, the value of the area of interest is written off to the statement of comprehensive income or provided against. 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Impairment The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive income. (Q) MINE PROPERTIES AND DEVELOPMENT Expenditure on the acquisition and development of mine properties within an area of interest are carried forward at cost separately for each area of interest. Accumulated expenditure is amortised over the life of the area of interest to which such costs relate on a production output basis. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Impairment The carrying value of capitalised mine properties and development expenditure is assessed for impairment whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount of capitalised mine properties and development expenditure is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value. An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive income. (R) NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE AND DISCONTINUED OPERATIONS Non-current assets and disposal groups are classified as held for sale and measured at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction. They are not depreciated or amortised. For an asset or disposal group to be classified as held for sale it must be available for immediate sale in its present condition and its sale must be highly probable. An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but is not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised as the date of derecognition. A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of comprehensive income and the assets and liabilities are presented separately on the face of the statement of financial position. 64 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (S) INTANGIBLES Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated assets, excluding capitalised development costs, are not capitalised and expenditure is charged against profits or losses in the year the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis. Research and development costs Research costs are expensed as incurred. An asset arising from development expenditure on an internal project is recognised only when the Consolidated Entity can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, or its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related project. The carrying value of an asset arising from development expenditure is tested for impairment annually when the asset is not yet available for use, or more frequently when an indication of impairment arises during the reporting period. A summary of policies applied to the Consolidated Entity’s intangible assets is as follows: Royalty Assets • Useful Lives Finite. Development Costs • Useful Lives Finite. • Amortisation method used • Amortisation method used Amortised over the period of expected future benefit from the related project on a unit of production basis. Amortised over the period of expected future benefit from the related project on a straight-line basis. • Internally generated or acquired • Internally generated or acquired Acquired. • Impairment testing Internally generated. • Impairment testing Annually and more frequently when an indication of impairment exists. The amortisation method is reviewed at each financial period end. Annually for assets not yet available for use and more frequently when an indication of impairment exists. The amortisation method is reviewed at each financial period. 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (T) REHABILITATION COSTS The Group is required to decommission and rehabilitate mines and processing sites at the end of their producing lives to a condition acceptable to the relevant authorities. The expected cost of any approved decommissioning or rehabilitation programme, discounted to its net present value, is provided when the related environmental disturbance occurs. The cost is capitalised when it gives rise to future benefits, whether the rehabilitation activity is expected to occur over the life of the operation or at the time of closure. The capitalised cost is amortised over the life of the operation and the increase in the net present value of the provision for the expected cost is included in financing expenses. Expected decommissioning and rehabilitation costs are based on the discounted value of the estimated future cost of detailed plans prepared for each site. Where there is a change in the expected decommissioning and restoration costs, the value of the provision and any related asset are adjusted and the effect is recognised in profit or loss on a prospective basis over the remaining life of the operation. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by potential proceeds from the sale of assets or from plant clean up at closure. (U) RECOVERABLE AMOUNT OF ASSETS At each reporting date, the Consolidated Entity assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Consolidated Entity makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. The recoverable amount of plant and equipment, mine properties and development and exploration and evaluation expenditure is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the assets belongs, unless the asset’s value in use can be estimated to be close to its fair value. An assessment is also made at each reporting date as to whether there is any indication that a previously recognised impairment loss may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. 66 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (V) TRADE AND OTHER PAYABLES Trade payables and other payables are carried at amortised cost and due to their short-term nature they are not discounted. They represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year that are unpaid and arise when the Consolidated Entity becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition. (W) INTEREST-BEARING LOANS AND BORROWINGS All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Borrowings are classified as current liabilities unless the Consolidated Entity has the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (X) BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalised as part of the cost of that asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. (Y) PROVISIONS Provisions are recognised when the Consolidated Entity has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 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 resulting from the passage of time is recognised in finance costs. (Z) LEASES Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. (i) Operating Leases The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense in the statement of comprehensive income on a straight-line basis over the lease term. Contingent rentals are recognised as an expense in the financial year in which they are incurred. (ii) Finance Leases Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the Consolidated Entity are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. 67 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of comprehensive income. Capitalised leased assets are depreciated over the estimated useful life of the asset or where appropriate, over the estimated life of the mine. The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter. (AA) ISSUED CAPITAL Issued and paid up capital is recognised at the fair value of the consideration received by the Consolidated Entity. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction in the proceeds received. (AB) REVENUE Revenue is measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Consolidated Entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Tin sales Revenue from tin production is recognised when the significant risks and rewards of ownership in the product has passed to the buyer pursuant to a sales contract. For tin concentrate sales, the sales price is determined on a provisional basis at the date of delivery. Adjustments to the sale price occur based on movements in the metal price up to the date of final pricing. Final pricing is determined within 45 days of delivery. Interest income Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Nickel royalty revenue Revenue from nickel royalties is recognised on an accruals basis in accordance with the substance of the relevant agreement. (AC) SHARE-BASED PAYMENT TRANSACTIONS The Consolidated Entity provides benefits to employees (including Directors) in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The Consolidated Entity has one plan in place that provides these benefits. It is the Employee Share Option Plan (“ESOP”) which provides benefits to all employees including Directors. The scheme has no direct performance requirements but has specified time restrictions on the exercise of options. The share options will vest after one year or as determined by the Board of Directors and employees and Directors are able to exercise the share options for up to three years after vesting before the options lapse. Where a participant ceases employment prior to the vesting of their share options, the share options are forfeited. Where a participant ceases employment after the vesting of their share options, the share options automatically lapse after six months of ceasing employment. The Company does not have a policy to prohibit executives from entering into arrangements to protect the value of unvested LTI awards. The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using a Black & Scholes model. Further details of which are given in note 33. 68 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (AC) SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED) In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of Metals X Limited (market conditions) if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date). At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of (i) the grant date fair value of the award; (ii) the current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The charge to the statement of comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding credit to equity. Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest irrespective of whether or not the market condition is fulfilled, provided that all other conditions are satisfied. If a non-vesting condition is within the control of the Consolidated Entity, Company or the employee, the failure to satisfy the condition is treated as a cancellation. If a non-vesting condition within the control of neither the Consolidated Entity, Company nor employee is not satisfied during the vesting period, any expense for the award not previously recognised is recognised over the remaining vesting period, unless the award is forfeited. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share. (AD) EMPLOYEE BENEFITS (i) Wages, salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. (ii) Long service leave The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date 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 reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. 69 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (iii) Superannuation Contributions made by the Consolidated Entity to employee superannuation funds, which are defined contribution plans, are charged as an expense when incurred. (AE) INCOME TAX The Consolidated Entity entered into a tax consolidated group as of 1 July 2004. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: • when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and • when the taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and • when the deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised income taxes are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive income. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Tax consolidation legislation Metals X Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2004. The head entity, Metals X Limited and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Consolidated Entity has applied the group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. 70 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (AF) OTHER TAXES Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables, which are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of amounts of GST recoverable from, or payable to, the taxation authority. (AG) EARNINGS PER SHARE Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent adjusted for: • cost of servicing equity (other than dividends) and preference share dividends; • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discriminatory changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements. 71 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (i) Significant accounting judgments • Determination of mineral resources and ore reserves The determination of reserves impacts the accounting for asset carrying values, depreciation and amortisation rates and provisions for mine rehabilitation. Metals X Limited estimates its mineral resource and reserves in accordance with the Australian code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 (the “JORC code”). The information on mineral resources and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC code. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. • Impairment of available-for-sale-investments In determining the amount of impairment of financial assets, the Consolidated Entity has made judgements in identifying financial assets whose decline in fair value below cost is considered “significant” or “prolonged”. A significant decline is assessed based on the historical volatility of the share price. The higher the historical volatility, the greater the decline in fair value required before it is likely to be regarded as significant. A prolonged decline is based on the length of time over which the share price has been depressed below cost. A sudden decline followed by immediate recovery is less likely to be considered prolonged compared to a sustained fall of the same magnitude over a longer period. The Consolidated Entity considers a less than a 10% decline in fair value is unlikely to be considered significant for investments actively traded in a liquid market, whereas a decline in fair value of greater than 20% will often be considered significant. For less liquid investments that have historically been volatile (standard deviation greater than 25%), a decline of greater than 30% is usually considered significant. Generally, the Consolidated Entity does not consider a decline over a period of less than three months to be prolonged. However, where the decline in fair value is greater than six months for liquid investments and 12 months for illiquid investments, it is usually considered prolonged. • Classification of assets and liabilities as held for sale The Consolidated Entity classifies assets and liabilities as held for sale when the carrying amount will be recovered through a sale transaction. The assets and liabilities must be available for immediate sale and the Consolidated Entity must be committed to selling the assets either through the entering into a contractual sale agreement or the activation and commitment to a program to locate a buyer and dispose of the assets and liabilities. (ii) Significant accounting estimates and assumptions • Mine rehabilitation provision The Consolidated Entity assesses its mine rehabilitation provision on an annual basis in accordance with the accounting policy stated in note 2(t). Significant judgement is required in determining the provision for mine rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mine site. Factors that will affect this liability include future development, changes in technology and changes in interest rates. When these factors change or become known in the future, such difference will impact the mine rehabilitation provision in the period in which they change or become known. 72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED) (ii) Significant accounting estimates and assumptions (Continued) • Classification of and valuation of investments The Consolidated Entity has decided to classify investments in listed securities as “available-for-sale” investments and movements in fair value are recognised directly in equity. The fair value of listed shares has been determined by reference to published price quotations on an active market. • Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Consolidated Entity decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made. • • Impairment of capitalised mine development expenditure The future recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable and inferred mineral resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. Impairment of property, plant and equipment Property, plant and equipment is reviewed for impairment if there is any indication that the carrying amount may not be recoverable. Where a review for impairment is conducted, the recoverable amount is assessed by reference to the higher of “value in use” (being net present value of expected future cash flows of the relevant cash generating unit) and “fair value less costs to sell”. In determining the value in use, future cash flows are based on: • estimates of the quantities of ore reserves and mineral resources for which there is a high degree of • • • confidence of economic extraction; future production levels; future commodity prices; and future cash costs of production and capital expenditure. Variations to the expected cash flows, and the timing thereof, could result in significant changes to any impairment losses recognised, if any, which in turn could impact future financial results. 73 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 • Life of mine method of amortisation and depreciation The Consolidated Entity applies the life of mine method of amortisation and depreciation to its mine specific plant and to mine properties and development based on ore tonnes mined. These calculations require the use of estimates and assumptions. Significant judgement is required in assessing the available reserves and the production capacity of the plants to be depreciated under this method. Factors that are considered in determining reserves and resources and production capacity are the Consolidated Entity’s history of converting resources to reserves and the relevant time frames, the complexity of metallurgy, markets and future developments. When these factors change or become known in the future, such differences will impact pre tax profit and carrying values of assets. During the year there was a decrease in the available reserves, which has had an impact on assets being amortised using the unit of production amortisation method resulting in an increase in the amortisation expense for the period. • Share-based payment transactions The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black & Scholes model, using the assumptions as discussed in note 33. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities in the next annual reporting period but may impact expenses and equity. 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Consolidated Entity’s principal financial instruments comprise receivables, payables, unsecured loans, finance lease and hire purchase contracts, cash and short-term deposits and derivatives. Risk exposures and responses The Consolidated Entity manages its exposure to key financial risks, including interest rate risk and currency risk in accordance with the Consolidated Entity’s financial risk management policy. The objective of the policy is to support the delivery of the Consolidated Entity’s financial targets while protecting future financial security. The Consolidated Entity enters into derivative transactions, principally zero cost collar put and call options. The purpose is to manage the commodity price risks arising from the Consolidated Entity’s operations. These derivatives provide economic hedges, but do not qualify for hedge accounting and are based on limits set by the board. The main risks arising from the Consolidated Entity’s financial instruments are interest rate risk, foreign currency risk, commodity risk, credit risk, equity price risk and liquidity risk. The Consolidated Entity uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate, foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Ageing analysis of and monitoring of receivables are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts. The board reviews and agrees policies for managing each of these risks as summarised below. Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below, including for interest rate risk, credit allowances and cash flow forecast projections. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements. The Consolidated Entity’s principal financial instruments include investments in cash, equities, payables, interest bearing liabilities and derivatives. The accounting classification of each category of financial instruments as defined in note 2, and their carrying amounts, are set out below: 74 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Note Cash and cash equivalents Loans and receivables Financial assets held for trading Financial liabilities at amortised cost Available-for- sale financial assets Total carrying amount 2011 Financial assets Cash and cash equivalents Trade and other receivables (current) Other financial assets Available-for-sale financial assets (non-current) Derivatives (non-current) Financial liabilities Trade and other payables (current) Interest bearing loans (current) Interest bearing loans (non-current) Net 2010 Financial assets Cash and cash equivalents Trade and other receivables (current) Other financial assets Available-for-sale financial assets (non-current) Derivatives (non-current) Financial liabilities Trade and other payables (current) Interest bearing loans (current) Interest bearing loans (non-current) 10 13 16 17 18 24 25 28 10 13 16 17 18 24 25 28 75,983,334 - - - - - 12,470,596 3,320,730 - - 75,983,334 15,791,326 - - - - 228,269 228,269 - - - - - - - - - 75,983,334 12,470,596 3,320,730 49,004,755 49,004,755 - 228,269 49,004,755 141,007,684 - - - - - - - - - - - - (5,679,553) (941,788) (217,041) (6,838,382) - - - - (5,679,553) (941,788) (217,041) (6,838,382) 75,983,334 15,791,326 228,269 (6,838,382) 49,004,755 134,169,302 29,496,627 - - - - - 14,910,209 5,005,260 - - 29,496,627 19,915,469 - - - - 57,464 57,464 - - - - - - - - - 29,496,627 14,910,209 5,005,260 34,064,803 34,064,803 - 57,464 34,064,803 83,534,363 - - - - - - - - - - - - (9,947,691) (2,153,380) (681,339) (12,782,410) - - - - (9,947,691) (2,153,380) (681,339) (12,782,410) Net 29,496,627 19,915,469 57,464 (12,782,410) 34,064,803 70,751,953 75 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (a) Interest rate risk The Consolidated Entity’s exposure to risks of changes in market interest rates relate primarily to the Consolidated Entity’s long term debt obligations and cash balances. The level of debt is disclosed in notes 25 and 28. The Consolidated Entity’s policy is to manage its interest cost using fixed rate debt. Therefore the Consolidated Entity does not have any variable interest rate risk on its debt. The Consolidated Entity constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing positions and the mix of fixed and variable interest rates. The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date. The sensitivity analysis is based on the variable position. At 30 June 2011, if interest rates had moved by a reasonably possible 1%, as illustrated in the table below, with all other variables held constant, post tax losses and equity would have been affected as follows: Post tax profit higher/(lower) Other Comprehensive Income higher/(lower) 2011 2010 2011 2010 Judgements of reasonably possible movements: + 1.0% (100 basis points) - 1.0% (100 basis points) 65,823 (65,823) 70,261 (70,261) - - - - A sensitivity of +%1 or -1% has been selected as this is considered reasonable given the current level of short-term and long-term Australian dollar interest rates. The movements in profit are due to possible higher or lower interest income from variable rate cash balances. The sensitivity is lower in 2011 than 2010 because of cash backed performance bond funds being converted from floating interest rates to fixed interest term deposits in 2011. At the reporting date the Consolidated Entity’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and financial liabilities is set out below. 2011 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Interest bearing liabilities Net financial assets/(liabilities) Floating interest rate Fixed interest Non-Interest bearing Total carrying amount 9,403,323 66,580,011 - - 9,403,323 - 2,570,730 69,150,741 - 12,470,596 750,000 13,220,596 - - - - (5,679,553) (1,158,829) (1,158,829) - (5,679,553) 75,983,334 12,470,596 3,320,730 91,774,660 (5,679,553) (1,158,829) (6,838,382) 84,936,278 76 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) 2010 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Interest bearing liabilities Net financial assets/(liabilities) (b) Credit risk Floating interest rate Fixed interest Non-Interest bearing Total carrying amount 5,782,053 23,714,574 - 4,255,260 10,037,313 - - 23,714,574 - 14,910,209 750,000 15,660,209 6,949,489 3,733,658 4,255,260 14,938,407 - - - - (9,947,691) (14,437,589) (2,834,719) (2,834,719) - (10,053,738) (9,947,691) (24,491,327) (9,552,920) Credit risk arises from the financial assets of the Consolidated Entity, which comprises cash and cash equivalents, trade and other receivables, available-for-sale financial assets, other financial assets held as security and derivative instruments. Cash and cash equivalents are held with National Australia Bank which is an Australian Bank with an AA credit rating (Standard & Poor’s). The Consolidated Entity’s exposure to credit risk arises from potential default of the counter party, with the maximum exposure equal to the carrying amount of the financial assets (as outlined in each applicable note) as well as $3,320,730 (2010: $5,005,260) in relation to financial guarantees granted and security deposits (refer to note 16). The Consolidated Entity does not hold any credit derivatives to offset its credit exposure. The Consolidated Entity trades only with recognised, creditworthy third parties and as such collateral is not requested nor is it the Consolidated Entity’s policy to securitise its trade and other receivables. Receivable balances are monitored on an ongoing basis with the result that the Consolidated Entity does not have a significant exposure to bad debts. There are no significant concentrations of credit risk within the Consolidated Entity. (c) Price risk Commodity Price Risk The Consolidated Entity’s revenues are exposed to commodity price fluctuations, in particular tin prices. Periodically the Consolidated Entity enters into derivatives contracts to manage commodity price exposure. In the 2011 financial year the Consolidated utilised derivatives to manage commodity price exposure however, these contracts were minor and there were no contracts outstanding at the year end. A summary of the Consolidated Entity’s assets subject to commodity risk is set out below: Current assets Trade receivables 2011 2010 1,962,509 4,930,361 77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 At 30 June 2011, if commodity prices had moved by a reasonably possible 5%, as illustrated in the table below, with all other variables held constant, post tax losses and equity would have been affected as follows: Post tax profit higher/(lower) Other Comprehensive Income higher/(lower) 2011 2010 2011 2010 Judgements of reasonably possible movements: Price + 5% Price - 5% 68,688 (68,688) 172,563 (172,563) - - - - A sensitivity of +5% or -5% has been selected as this is considered reasonable given recent fluctuations in tin commodity prices and management’s expectations of future movements. The movements in commodity prices are due to possible higher or lower commodity prices from tin sales that are classified as trade receivables (refer to note 2(h)). The sensitivity in 2011 is lower due to a lower trade receivables balance at 30 June 2011 due to the sale of 50% of the Renison Tin Project in the previous financial year. Equity Security Price Risk The Consolidated Entity’s revenues are exposed to equity security price fluctuations arising from investments in equity securities. At 30 June 2011, if equity security prices had moved by a reasonably possible 10%, as illustrated in the table below, with all other variables held constant, post tax losses and equity would have been affected as follows: Post tax profit higher/(lower) Other Comprehensive Income higher/(lower) 2011 2010 2011 2010 Judgements of reasonably possible movements: Price + 10% Price - 10% 15,979 (15,979) 30,055 3,430,333 2,358,504 (30,055) (3,430,333) (2,358,504) A sensitivity of +10% or -10% has been selected as this is considered reasonable given recent fluctuations in equity prices and management’s expectations of future movements. The movements in other comprehensive income are due to possible higher or lower equity security prices from investments in equity securities that are classified as available-for-sale financial assets (refer to note 2(l)). The overall sensitivity for post tax losses and equity in 2011 is higher due to increases in the market value of the underlying securities during the financial year and the increased equity investments in Mongolian Resource Corporation Limited, Independence Group NL, Westgold Resources Limited and Aziana Exploration Corporation (refer to notes 17 and 19). (d) Foreign Currency Risk Exposure As a result of sales receipts being denominated in Malaysian Ringgit and US dollars, the Consolidated Entity’s cash flows can be affected by movements in the Malaysian Ringgit/Australian dollar and US dollar /Australian dollar exchange rates. The Consolidated Entity’s exposure to foreign currency is however not considered to be significant. (e) Liquidity Risk Liquidity risk arises from the financial liabilities of the Consolidated Entity and the subsequent ability to meet the obligations to repay the financial liabilities as and when they fall due. The Consolidated Entity’s objective is to maintain a balance between continuity of funding and flexibility through the use of finance and hire purchase leases. 78 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) The table below reflects all contractually fixed payables and receivables for settlement, repayment and interest resulting from recognised financial assets and liabilities, including derivative financial instruments as of 30 June 2011. For derivative financial instruments the market value is presented, whereas for the other obligations the respective undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing as 30 June. The remaining contractual maturities of the Consolidated Entity’s financial liabilities are: 2011 2010 6 months or less 6 - 12 months 1 - 5 years Over 5 years 6,518,430 141,399 235,665 - 6,895,494 11,014,823 1,361,401 697,478 - 13,073,702 Maturity analysis of financial assets and liabilities based on management’s expectation. The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Leasing obligations, trade payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations such as property, plant, equipment and investments of working capital e.g. inventories and trade receivables. To monitor existing financial assets and liabilities as well as to enable effective controlling of future risks, management monitors its Consolidated Entity’s expected settlement of financial assets and liabilities on an ongoing basis. 2011 Financial assets Cash and equivalents Trade and other receivables Available-for-sale financial assets Derivatives-held for trading Other financial assets Financial liabilities Trade and other payables Interest bearing loans Net inflow/(outflow) <6 months 6-12 months 1-5 years >5 years Total 9,927,557 70,291,841 12,470,596 - 228,269 3,320,730 - - - - 25,947,152 70,291,841 - - - - - - - - 80,219,398 12,470,596 49,004,755 49,004,755 - - 228,269 3,320,730 49,004,755 145,243,748 (5,679,553) (838,877) (6,518,430) 19,428,722 - (141,399) (141,399) 70,150,442 - (235,665) (235,665) (235,665) - - - 49,004,755 (5,679,553) (1,215,941) (6,895,494) 138,348,254 79 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 2010 Financial assets Cash and equivalents Trade and other receivables Available-for-sale financial assets Derivatives-held for trading Other financial assets <6 months 6-12 months 1-5 years >5 years Total 5,977,616 24,516,659 14,910,209 - 57,464 5,005,260 - - - - 25,950,549 24,516,659 - - - - - - - - 30,494,275 14,910,209 34,064,803 34,064,803 - - 57,464 5,005,260 34,064,803 84,532,011 Financial liabilities Trade and other payables Interest bearing loans Net inflow/(outflow) (f) Fair Values (9,947,691) (1,067,132) (11,014,823) 14,935,726 - (1,361,401) (1,361,401) 23,155,258 - (697,478) (697,478) (697,478) - - - 34,064,803 (9,947,691) (3,126,011) (13,073,702) 71,458,309 All financial assets and liabilities recognised in the statement of financial position, due to their short term nature, carrying amount approximates fair value unless otherwise stated in the applicable notes. The methods for estimating fair value are outlined in the relevant notes to the financial statements. The Consolidated Entity uses various methods in estimating the fair value of a financial instrument. The methods comprise: Level 1 - the fair value is calculated using quoted prices in active markets. Level 2 - the fair value is estimated using inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from price). Level 3 - the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below. Quoted market price (Level 1) 2011 Valuation technique market observable inputs (Level 2) Valuation technique non market observable inputs (Level 3) Total Quoted market price (Level 1) 2010 Valuation technique non market observable inputs (Level 3) Total Financial Assets Available-for-sale financial assets Listed investments Unlisted investments Derivatives Listed investments Unlisted investments 47,004,755 - - - - 2,000,000 - - - - - 2,000,000 - 228,269 228,269 47,004,755 34,064,803 - 34,064,803 - - - - - 57,464 57,464 - - 47,004,755 2,000,000 228,269 49,233,024 34,064,803 57,464 34,122,267 80 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) Quoted market price represents the fair value determined based on quoted prices on active markets as at the reporting date without any deduction for transaction costs. The fair value of the listed equity investments are based on quoted market prices. For financial instruments not quoted in active markets, the Consolidated Entity uses valuation techniques such as present value techniques, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants. These valuation techniques use both observable and unobservable market inputs. Financial instruments that use valuation techniques with only observable market inputs or unobservable inputs that are not significant to the overall valuation include interest rate swaps, forward commodity contracts and foreign exchange contracts not traded on a recognised exchange. The fair value of unlisted debt and equity securities, as well as other investments that do not have an active market, are based on valuation techniques using market data that is not observable. Where the impact of credit risk on the fair value of a derivative is significant, and the inputs on credit risk (e.g., CDS spreads) are not observable, the derivative would be classified as based on non observable market inputs (Level 3). Certain long dated forward commodity contracts where there are no observable forward prices in the market are classified as Level 2 as the unobservable inputs are not considered significant to the overall value of the contract. Transfer between categories There were no transfers between Level 1 and Level 2 during the year. 5. REVENUE Revenue from sale of tin concentrate Revenue from nickel royalties Interest received - other corporations Total revenue 6. OTHER INCOME Net (loss)/gain on sale of assets Net gain on share investments (Loss)/gain on deemed disposal of associate Other income Total other income 7. EXPENSES (a) Cost of sales Salaries, wages expense and other employee benefits Superannuation expense Other cash costs Reversal of write-down in value of inventories to estimated net realisable value Royalty 2011 2010 69,015,638 95,686,783 - 3,292,021 599,859 1,127,165 72,307,659 97,413,807 2011 (463,516) 55,717,781 14,788,837 622,118 2010 19,101,536 34,035 1,207,775 709,283 70,665,220 21,052,629 2011 2010 6,383,364 16,020,872 532,393 1,413,621 38,136,610 55,042,363 (1,832,571) (2,967,314) 2,158,215 1,900,994 81 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Depreciation and amortisation expense Depreciation of non-current assets Property, plant and equipment Buildings Amortisation of non-current assets Mine, properties and development costs Intangible assets Total cost of sales (b) Other expenses Administration expenses Employee benefits expense Salaries and wages expense Directors’ fees and other benefits Superannuation expense Other employee benefits Share-based payments Other administration expenses Consulting expenses Travel and accommodation expenses Administration costs Operating lease costs Depreciation expense Depreciation of non-current assets Property plant and equipment Total Administration expenses Other expenses Care and maintenance costs Foreign exchange (profit)/loss Total other expenses (c) Fair value change in financial instruments Fair value change in derivatives Gain on derivatives Total fair value change in financial instruments (d) Finance costs Interest Unwinding of rehabilitation provision discount Total finance costs 2011 2010 3,661,459 251,364 6,299,690 392,789 8,693,188 21,295,433 - 384,969 57,984,022 99,783,417 1,965,882 1,638,753 105,400 175,507 23,993 103,385 101,895 178,818 16,321 315,141 2,374,167 2,250,928 452,880 228,602 525,194 121,668 397,123 199,688 688,090 39,525 1,328,344 1,324,426 204,976 219,328 3,907,487 3,794,682 - (269,851) (269,851) 3,637,636 - (744,320) (744,320) 3,050,362 57,464 - 57,464 57,464 - 57,464 330,970 63,950 394,920 1,000,006 145,052 1,145,058 82 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 8. INCOME TAX (a) Major components of income tax expense: Income Statement Current income tax expense Current income tax benefit Recognition/derecognition of carry forward losses and other temporary differences Adjustments in respect of current income tax of previous years Deferred income tax Relating to recoupment of carry forward tax losses in current year Relating to origination and reversal of temporary differences in current year Adjustments in respect of current income tax of previous years Income tax (benefit)/expense reported in the statement of comprehensive income (b) Amounts charged or credited directly to equity Deferred income tax related to items charged or credited directly to equity Unrealised (gain)/loss on available-for-sale investments Share issue costs Income tax (benefit)/expense reported in equity (c) A reconciliation of income tax benefit and the product of accounting loss before income tax multiplied by the Consolidated Entity’s applicable income tax rate is as follows: 2011 2010 - (14,698,290) (4,261,697) - 3,484,319 (435,558) 8,236,339 9,251,277 10,375,231 (11,397,637) (60,109) (408,526) 193,228 1,095,629 (322,965) (85,561) (408,526) 1,220,922 (125,293) 1,095,629 Accounting profit before tax from continuing operations Loss before tax from discontinued operations Total accounting profit before income tax 62,609,789 14,048,185 (721,707) (1,171,572) 61,888,082 12,876,613 At statutory income tax rate of 30% (2010: 30%) 18,566,425 3,862,984 Non-assessable items Non-deductible items Deductible items Prior year tax benefits Unrecognised tax losses and other temporary differences Income tax (benefit)/expense reported in income the statement of comprehensive income - (5,925,000) 130,706 (85,561) (4,321,806) (14,698,290) 97,471 (181,815) (242,330) 3,484,319 (408,526) 1,095,629 Effective income tax rate -0.7% 8.5% 83 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (d) Deferred income tax at 30 June relates to the following: Statement of financial position Statement of comprehensive income 2011 2010 2011 2010 Deferred tax liabilities Intangible assets Exploration Deferred mining - - - (16,365,494) (15,983,715) (381,781) (4,796,171) (3,513,503) (1,282,668) Mine site establishment and refurbishment (2,150,246) (2,694,073) 543,827 Research and development Available-for-sale financial assets Interest receivable Inventories Diesel rebate Gross deferred tax liabilities Deferred tax assets (794,545) (7,246,353) (430,145) (738,210) (4,397) (794,545) - - (7,246,353) (13,784) (668,750) (927) (416,361) (69,460) (3,470) (32,525,561) (23,669,297) 7,208,313 (594,178) 3,746,015 5,025,762 777,701 - (13,784) 953,446 13,793 Accelerated depreciation for tax purposes 3,136,644 3,713,210 (576,565) (932,202) Accelerated amortisation for tax purposes Investment in associates Derivative held for trading Inventories Borrowing costs Equity raising costs Accrued expenses Provision for employee entitlements Provision for fringe benefits tax Provision for rehabilitation Recognised tax losses Gross deferred tax assets Net deferred tax liabilities Deferred tax income benefit - 5,778 - 114,407 - 37,775 37,650 353,659 3,521 933,196 - 256,843 146,878 664,178 13,288 123,336 35,955 279,329 3,343 930,688 - (2,747,828) (251,065) (146,878) (342,030) 17,239 (549,771) (1,044,039) (13,288) (1,798) - 1,695 74,330 178 2,508 - (1,545) (221,718) 2,637 (641,375) 27,902,931 17,502,249 32,525,561 23,669,297 - - (10,315,122) 11,204,409 (e) (f) Tax Consolidation The Company and its 100% owned subsidiaries are a tax consolidated group with effect from 1 July 2004. Metals X Limited is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payments obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. Tax effect accounting by members of the tax consolidated group Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated group. Deferred taxes are allocated to members of the tax consolidated group in accordance with a group allocation approach which is consistent with the principles of AASB 112 ‘Income Taxes’. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the controlled entities intercompany accounts with the tax consolidated group head company, Metals X Limited. The nature of the tax funding agreement is such that no tax consolidation contributions by or distributions to equity participants are required. (g) Unrecognised Losses At 30 June 2011, there are unrecognised losses of $7,862,244 for the Consolidated Entity (2010: $22,237,568). 84 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 9. EARNINGS PER SHARE The following reflects the income used in the basic and diluted earnings per share computations. (a) Earnings used in calculating earnings per share For basic earnings per share: Net profit from continuing operations attributable to ordinary equity holders of the parent 62,948,043 12,660,889 2011 2010 Loss attributable to discontinued operations Net profit attributable to ordinary equity holders of the parent Basic earnings per share (cents) For diluted earnings per share: Net profit from continuing operations attributable to ordinary equity holders of the parent (from basic EPS) Loss attributable to discontinued operations Net profit attributable to ordinary equity holders of the parent Fully diluted earnings per share (cents) (505,195) (820,100) 62,442,848 11,840,789 4.57 0.92 62,948,043 12,660,889 (505,195) (820,100) 62,442,848 11,840,789 4.57 0.91 (b) Weighted average number of shares Weighted average number of ordinary shares for basic earnings per share 1,365,661,782 1,290,072,741 Effect of Dilution: Share Options 1,787,500 15,275,000 Weighted average number of ordinary shares adjusted for the effect of dilution 1,367,449,282 1,305,347,741 There are no instruments (e.g. share options) excluded from the calculation of diluted earnings per share that could potentially dilute basic earnings per share in the future because they are antidilutive for either of the periods presented. The Company commenced an on market buy-back of its ordinary shares on 1 July 2011. As at the date of this report the Company had acquired 25,208,407 shares resulting in a reduction of the Company’s ordinary shares. There have been no transactions involving ordinary shares or potential ordinary shares since that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and before the completion of these financial statements. 10. DIVIDENDS PAID AND PROPOSED 2011 2010 No dividends have been paid or declared by the Company during the financial period or up to the date of this report. The amount of franking credits available for the subsequent financial year are: • franking account balance as at the end of the financial year 5,930,931 5,930,931 at 30% (2010: 30%) • franking credits that will arise from the payment of income tax payable as at the end of the financial year The amount of franking credits available for future reporting years - - 5,930,931 5,930,931 The franking credits were transferred to the Consolidated Entity on the acquisition of the Metals Exploration Limited Group. 85 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 11. DISCONTINUED OPERATIONS (a) Details of operations held for sale: In 2009 the board of directors decided to dispose of Bluestone Nominees Pty Ltd, the company that owns the Collingwood Tin Project. The Company publicly announced this decision in February 2009 and is currently pursuing a suitable acquirer for the project. (b) Financial performance of operations held for sale The results of the discontinued operations for the year are presented below: Revenue Expenses Gross loss Other income Finance costs Impairment loss on property, plant and equipment Exploration and evaluation expenditure written off Loss before tax from discontinued operations Income tax benefit: - related to pre-tax profit/(loss) Loss for the year from discontinued operations Loss per share - cents per share - basic from discontinued operations - diluted from discontinued operations (c) Assets and liabilities - held for sale operations 2011 2010 - (685,454) (685,454) 2,000 - - (38,253) (721,707) - (639,446) (639,446) 9,219 - (500,000) (41,345) (1,171,572) 216,512 351,472 (505,195) (820,100) (0.04) (0.04) (0.06) (0.06) The major classes of assets and liabilities of Bluestone Nominees Pty Ltd at 30 June 2011 are as follows: Assets Property, plant and equipment Liabilities Provisions Net assets attributable to discontinued operations (d) Cash flow information - held for sale operations Operating activities Investing activities Net cash flow 1,476,212 1,476,212 1,491,219 1,491,219 (886,260) (886,260) 589,952 (886,260) (886,260) 604,959 (675,177) (36,253) (711,430) 84,436 (23,345) 61,091 86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 12. CASH AND CASH EQUIVALENTS Cash at bank and in hand Short-term deposits Total Reconciliation to statement of cash flows For the purposes of the cash flows, cash and cash equivalents comprise the following at 30 June: Cash at bank and in hand Short-term deposits STATEMENT OF CASH FLOWS RECONCILIATION Reconciliation of net profit/(loss) after income tax to net cash flows from operating activities Net profit after income tax Income tax (benefit)/expense Amortisation and depreciation Impairment losses Gain on deemed disposal of associate Share based payments Unwinding of rehabilitation provision discount Fair value change in financial instruments Exploration and evaluation expenditure written off Profit on disposal of available-for-sale financial assets Profit on disposal of intangible assets Loss/(profit) on disposal of property, plant and equipment Share of associates' net losses Changes in assets and liabilities (Increase)/decrease in inventories (Increase)/decrease in trade and other debtors Increase/(decrease) in trade and other creditors Increase/(decrease) in employee entitlements Net cash from operating activities 13. TRADE AND OTHER RECEIVABLES (CURRENT) Trade receivables (a) Other debtors (b) 2011 9,403,323 66,580,011 2010 5,782,053 23,714,574 75,983,334 29,496,627 9,403,323 66,580,011 5,782,053 23,714,574 75,983,334 29,496,627 62,296,608 11,780,984 (408,526) 1,095,629 12,810,987 28,592,210 17,358,674 500,000 (14,788,837) (1,207,775) 103,385 63,950 57,464 1,189,720 315,141 145,052 57,464 295,820 (55,717,781) (34,035) - (5,266,690) 478,517 (13,844,070) (221,092) 127,475 23,223,069 22,557,205 1,652,616 (2,522,463) 3,167,995 (13,395,022) (4,268,137) (1,845,667) 200,464 23,976,007 (356,873) 4,437,180 2011 1,962,509 10,508,087 2010 4,930,361 9,979,848 12,470,596 14,910,209 87 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (a) Trade receivables are non-interest bearing and are generally on 30 - 90 day terms. (b) Other debtors primarily relate to cash calls advanced to the Bluestone Mines Tasmania Joint Venture. Other debtors are non-interest bearing and are generally on 30 - 90 day terms. (c) The carrying amounts disclosed above represent the fair value. Collectibility of trade receivables is reviewed on an ongoing basis at an operating unit level. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. 14. INVENTORIES (CURRENT) Ore stocks at net realisable value Tin in circuit at cost Tin concentrate at cost Copper concentrate at cost Stores and spares at cost Provision for obsolete stores and spares Total inventories at lower of cost and net realisable value 2011 2010 147,395 132,757 823,380 207,420 10,747,418 11,806,514 49,731 2,460,701 (369,042) - 2,229,166 (244,903) 13,168,960 14,821,577 During the year due to an increase in the Tin metal price there was a reversal of inventory write-downs of $1,832,571 (2010: reversal of write-down $2,967,314) for the Consolidated Entity. This expense is included in cost of sales refer to note 7(a). 15. OTHER ASSETS (CURRENT) Prepayments 16. OTHER FINANCIAL ASSETS (CURRENT) Other financial asset (a) Other receivables - cash on deposit - performance bond facility (b) 2011 2010 146,177 874,561 2011 750,000 2,570,730 3,320,730 2010 750,000 4,255,260 5,005,260 (a) Other financial assets are used by way of security for the mining contractor at the Bluestone Mines Tasmania Joint Venture. (b) The cash on deposit is interest bearing and is used by way of security for government performance bonds. 17. AVAILABLE-FOR-SALE FINANCIAL ASSETS (NON-CURRENT) Shares - Australian listed Shares - British Virgin Island unlisted 2011 2010 47,004,755 34,064,803 2,000,000 - 49,004,755 34,064,803 88 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 17. AVAILABLE-FOR-SALE FINANCIAL ASSETS (NON-CURRENT) (CONTINUED) Available-for-sale investments consist of investments in ordinary shares, and therefore have no fixed maturity date or coupon rate. Listed shares The fair value of listed available-for-sale investments has been determined directly by reference to published price quotations in an active market. The Consolidated Entity has a 3.23% (2010: Nil) ownership interest in Independence Group NL which is a listed resources company. During the period Independence Group NL completed a takeover of Jabiru Metals Limited. As a result of the takeover the Consolidated Entity sold its ownership interest (2010: 19.99%) in Jabiru Metals Limited to Independence Group NL. Consideration received for the Jabiru Metals Limited shares was $48,089,540 in cash and 6,558,571 shares in Independence Group NL. The Consolidated Entity has a 16.97% (2010: Nil) ownership interest in Mongolian Resource Corporation Limited which is a listed resources company. During the period the Consolidated Entity disposed of its interest in Icon Resources Limited, which is a listed exploration company (2010: 4.76% ownership interest). Unlisted shares The fair value of the unlisted available-for-sale investments has been estimated using valuation techniques based on assumptions, which are outlined in note 2(l), that are not supported by observable market prices or rates. Management believes that the estimated fair value resulting from the valuation techniques and recorded in the statement of financial position and the related changes in fair value recorded in other comprehensive income are reasonable and the most appropriate at the reporting date. The Consolidated Entity has a 25% (2010: Nil) ownership interest in Aziana Exploration Corporation, which is an unlisted exploration company. 18. DERIVATIVE FINANCIAL INSTRUMENTS (NON-CURRENT) Derivatives - held for trading Derivatives - held for trading 2011 2010 228,269 57,464 The Consolidated Entity holds 670,000 unlisted options in Mongolian Resource Corporation Limited ("MRC"). These options were acquired for nil cost as part of a capital raisind in MRC. On acquisition the options were valued using the binomial method. The fair value of the options have been determined using the binomial method. In 2010 the Consolidated Entity held 3,830,929 options in Aragon Resources Limited. These options were acquired for nil cost on 30 July 2007 as part of the IPO of Aragon Resources Limited. On acquisition the options were valued using the binomial method. The options expired unexercised in September 2010. (a) Instruments used by the Consolidated Entity The Consolidated Entity is party to derivative financial instruments in the normal course of business in order to manage exposure to fluctuations in commodity prices in accordance with the Consolidated Entity's financial risk management policies (refer to note 4). 19. INVESTMENTS IN ASSOCIATES (NON-CURRENT) (a) Investment details Listed Westgold Resources Limited Aragon Resources Limited 2011 2010 22,801,822 19,170,160 - 3,355,753 22,801,822 22,525,913 89 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (b) Movements in carrying value of the Consolidated Entity's investment in associates Westgold Resources Limited At 1 July Additions Share of (losses)/profits after income tax Gain on deemed disposal of associate Impairment Share of change in reserves At 30 June Aragon Resources Limited At 1 July Additions Share of profits/(losses) after income tax Gain on deemed disposal of associate Share of change in reserves Disposal of investment At 30 June 2011 2010 19,170,160 10,150,112 8,965,137 (736,648) 13,727,073 (17,358,674) (965,225) 8,912,803 97,503 - - 9,742 22,801,822 19,170,160 3,355,753 626,400 957,740 1,061,764 (14,939) (5,986,718) 766,185 1,300,000 (224,978) 1,207,775 306,771 - - 3,355,753 (c) Fair Value of investment in listed entities Based on the quoted share price the fair value of the Consolidated Entity's share investment in Westgold Resources Limited at balance date is $22,801,822 (2010: $21,874,691). Based on the quoted share price the fair value of the Consolidated Entity's share investment in Aragon Resources Limited at balance date is nil (2010: $3,355,753). (d) Summarised financial information The following table illustrates summarised financial information relating to the Consolidated Entity's associates: Extracts from the associates' statements of financial position: Current assets Non-current assets Current liabilities Non-current liabilities Net assets 11,364,730 26,931,526 106,269,419 54,971,362 117,634,149 81,902,888 4,370,705 3,202,247 7,572,952 2,776,859 3,808,141 6,585,000 110,061,197 75,317,888 Share of associates' net assets 27,537,311 17,847,442 Extracts from the associates' statements of comprehensive income: Revenue Net profit/(loss) 5,562,031 4,670,268 1,992,216 (245,477) The Company has a 25.02% (2010: 31.99%) interest in Westgold Resources Limited (“Westgold”), which is involved in the exploration for base metals in the Northern Territory. Westgold is listed on the Australian Securities Exchange. At the end of the period the Company’s investment was $22,801,822 (2010: $19,170,160) which represents cost plus post-acquisition changes in the Company's share of net assets of Westgold. During the period Westgold completed a takeover of Aragon Resources Limited ("Aragon"). As a result of the takeover the Consolidated Entity sold its 8.70% (2010: 8.72%) interest in Aragon to Westgold. The Consolidated entity recognised a profit on the sale of the Aragon shares to Westgold of $196,199. 90 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 20. PROPERTY, PLANT & EQUIPMENT (NON-CURRENT) Plant and equipment At cost Accumulated depreciation Net carrying amount Land and buildings At cost Accumulated depreciation Net carrying amount Capital work in progress at cost Total property, plant and equipment Movement in property, plant and equipment Plant and equipment At 1 July net of accumulated depreciation Additions Disposals - other Disposals (refer to note 38) Depreciation charge for the year At 30 June net of accumulated depreciation Land and buildings At 1 July net of accumulated depreciation Additions Disposals - other Disposals (refer to note 38) Depreciation charge for the year At 30 June net of accumulated depreciation Capital work in progress At 1 July net of accumulated depreciation Additions Disposals (refer to note 38) Transfer to mine properties & development Transfer to plant and equipment Transfer to land and buildings At 30 June 2011 2010 20,881,245 21,671,323 (11,321,898) (8,528,076) 9,559,347 13,143,247 5,550,576 (731,324) 4,819,252 5,112,001 (481,803) 4,630,198 683,835 877,931 15,062,434 18,651,376 13,143,247 31,206,574 940,526 (657,991) 1,519,203 (56,603) - (13,006,909) (3,866,435) (6,519,018) 9,559,347 13,143,247 4,630,198 444,832 (4,414) 9,113,457 134,314 - - (4,224,784) (251,364) 4,819,252 (392,789) 4,630,198 877,931 2,252,369 - (1,061,107) (940,526) (444,832) 683,835 303,052 2,700,248 (342,524) (129,328) (1,519,203) (134,314) 877,931 The carrying value of plant and equipment held under finance leases and hire purchase contracts at 30 June 2011 is $2,827,596 (2010: $4,485,166). Value of plant and equipment purchased under finance leases and hire purchase contracts for 30 June 2011 financial year is nil (2010: Nil). Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire purchase lease liabilities (refer to notes 25 and 28). 91 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 21. MINE PROPERTY AND DEVELOPMENT (NON-CURRENT) Development areas at cost Mine site establishment Net carrying amount Mine site establishment Mine site establishment Accumulated amortisation Impairment Net carrying amount Mine capital development Accumulated amortisation Impairment Net carrying amount 2011 2010 59,908,605 59,908,605 4,304,400 4,304,400 31,545,457 30,539,938 (25,816,607) (21,822,320) (4,322,330) (4,322,330) 1,406,520 4,395,288 45,080,208 35,882,459 (21,340,393) (16,641,491) (7,166,041) (7,166,041) 16,573,774 12,074,927 Total mine properties and development 77,888,899 20,774,615 Movement in mine properties and development Development areas at cost At 1 July Additions Transfer from exploration and evaluation expenditure (refer to note 23) At 30 June Mine site establishment At 1 July net of accumulated amortisation Additions Disposals (refer to note 38) Transfer from capital work in progress (refer to note 20) Increase/(decrease) in rehabilitation provision Amortisation charge for the year At 30 June net of accumulated amortisation Mine capital development At 1 July net of accumulated amortisation Additions Disposals (refer to note 38) Transfer from exploration and evaluation expenditure (refer to note 23) Amortisation charge for the year At 30 June net of accumulated amortisation 4,304,400 1,805,695 53,798,510 3,623,412 680,988 - 59,908,605 4,304,400 4,395,288 22,609,334 - - 1,061,107 (55,589) - (6,211,677) 129,328 (44,580) (3,994,286) (12,087,117) 1,406,520 4,395,288 12,074,927 24,832,805 6,801,738 7,583,268 - (12,062,735) 2,396,011 929,905 (4,698,902) (9,208,316) 16,573,774 12,074,927 92 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 22. INTANGIBLE ASSETS (NON-CURRENT) Development projects at cost At cost Net carrying amount Nickel royalties At acquisition value Accumulated amortisation Accumulated Impairment Net carrying amount Total intangible assets Movement in intangible assets Development projects at cost At 1 July net of accumulated amortisation Additions Disposals (refer to note 38) At 30 June net of accumulated amortisation Nickel royalties At 1 July net of accumulated amortisation Additions Disposals Amortisation charge for the year Impairment At 30 June net of accumulated amortisation 2011 2010 2,648,484 2,648,484 2,648,484 2,648,484 - - - - 7,142,857 (6,450,976) (691,881) - 2,648,484 2,648,484 2,648,484 5,240,820 - - 56,149 (2,648,485) 2,648,484 2,648,484 - - - - - - 14,868,284 - (14,483,315) (384,969) - - Description of the Consolidated Entity’s intangible assets Development costs Development costs are carried at cost less accumulated amortisation and accumulated impairment losses. This intangible asset is still in the development stage. It has been assessed as having a finite life and will be amortised using the straight line method over the life of the project. This intangible asset relates to the Rentails Development Project. Nickel royalties Nickel royalties are carried at cost less accumulated amortisation and accumulated impairment losses. These intangible assets have been assessed as having a finite life and are amortised using the units of production method over the life of the assets. The amortisation has been recognised in the income statement in the line “cost of sales”. If an impairment indication arises, the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. Intangible assets (nickel royalties) were disposed of by the Consolidated Entity during the previous year. 93 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 23. EXPLORATION EXPENDITURE (NON-CURRENT) Exploration and evaluation costs carried forward in respect of mining areas of interest Pre-production areas At Cost Accumulated impairment Net carrying amount Movement in deferred exploration and evaluation expenditure At 1 July net of accumulated impairment Additions Disposals (refer to note 38) Transferred to mine capital development (refer to note 21) Transferred to development areas (refer to note 21) Expenditure written off At 30 June net of accumulated impairment 2011 2010 827,947 53,353,863 - - 827,947 53,353,863 53,353,863 51,567,468 4,820,071 3,343,349 - (2,396,011) (53,798,510) (372,574) (929,905) - (1,151,466) (254,475) 827,947 53,353,863 The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective mining areas. Amortisation of the costs carried forward for the development phase is not recognised pending the commencement of production. During the year exploration and evaluation expenditure of $53,798,510 relating to the Wingellina Nickel Project was transferred to Mine Properties and Development. Completion of the first phase feasibility study in 2008 and signing the heads of agreement with Jinchuan during the year to advance the project. During the year a review was undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Exploration and evaluation expenditure of $1,189,720 (2010: $295,820) was written off to the income statement, $38,253 (2010: $41,345) of this expense is attributable to exploration and evaluation expenditure written off in relation to the Collingwood Tin Project (refer to note 11). The major expenditure written off in the current financial year relate to the Agaton Phosphate Project ($580,524) and the Mt Bischoff Tin Project ($359,272). The major expenditure written off in the previous financial year related to areas of interest within the Wingellina and Claude Hills Projects. Management decided to abandon future exploration of these areas due to low potential from results returned in the areas. 24. TRADE AND OTHER PAYABLES (CURRENT) Trade creditors (a) Sundry creditors and accruals (b) 2011 3,205,562 2,473,991 5,679,553 2010 5,480,419 4,467,272 9,947,691 (a) Trade creditors are non-interest bearing and generally on 30 day terms. (b) Sundry creditors and accruals are non-interest bearing and generally on 30 day terms. Due to the short term nature of these payables, their carrying value approximates their fair value. 94 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 25. INTEREST BEARING LOANS AND BORROWINGS (CURRENT) Lease liability Represents finance leases which have repayment terms of 36 months. 26. PROVISIONS (CURRENT) Provision for annual leave Provision for fringe benefits tax payable The nature of the provisions is described in note 2(ad). 27. PROVISIONS (NON-CURRENT) Provision for long service leave (a) Provision for Rehabilitation (b) (a) The nature of this provisions is described in note 2(ad). (b) Provision for rehabilitation 2011 2010 941,788 2,153,380 2011 2010 807,941 11,737 819,678 778,612 11,145 789,757 2011 305,985 2,224,393 2,530,378 2010 135,443 2,216,032 2,351,475 Environmental obligations associated with the retirement or disposal of mining properties and/or of exploration activities are recognised when the disturbance occurs and are based on the extent of the damage incurred. The provision is measured as the present value of the future expenditure. The rehabilitation liability is remeasured at each reporting period in line with the change in the time value of money (recognised as an interest expense in the statement of comprehensive income and an increase in the provision), and additional disturbances/change in the rehabilitation cost are recognised as additions/changes to the corresponding asset and rehabilitation liability. (c) Movements in provision for rehabilitation At 1 July Arising/(reversing) during the year Adjustment due to revised conditions Unwind of discount Disposal (refer to note 38) At 30 June 2,216,032 4,353,954 - (55,589) 63,950 - - (44,580) 145,052 (2,238,394) 2,224,393 2,216,032 95 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 28. INTEREST BEARING LOANS AND BORROWINGS (NON-CURRENT) Lease liability 2011 2010 217,041 681,339 Represents finance leases which have repayment terms of 36 months from inception. The carrying amount of the Consolidated Entity's non-current loans and borrowings approximate their fair value. The difference between the carrying amount and fair value is immaterial. Financing facilities available At reporting date, the following financing facilities were available: Total facilities - finance lease facility Facilities used at reporting date - finance lease facility Assets pledged as security: 1,158,829 2,834,719 1,158,829 2,834,719 The carrying amounts of assets pledged as security for current and non-current interest bearing liabilities are: Non-current Finance lease Plant and equipment Total non-current assets pledged as security Plant and equipment assets are pledged against lease liabilities for the term of the lease period. 29. ISSUED CAPITAL (a) Ordinary Shares Issued and fully paid (b) Movements in ordinary shares on issue At 1 July 2009 Issued on 3 December 2009 for cash pursuant to placement Deferred tax asset recognised on equity transactions Share issue costs At 30 June 2010 Deferred tax asset recognised on equity transactions Share issue costs At 30 June 2011 (c) Terms and conditions of contributed equity 2,827,596 2,827,596 4,485,166 4,485,166 2011 2010 290,056,226 290,141,787 Number $ 1,187,661,782 178,000,000 - - 274,280,247 16,020,000 (125,293) (33,167) 1,365,661,782 290,141,787 - - 1,365,661,782 (85,561) - 290,056,226 Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholder meetings. In the event of winding up the Company the holders are entitled to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. 96 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 29. ISSUED CAPITAL (CONTINUED) Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par share values. Accordingly, the Parent does not have authorised capital nor par value in respect of its issued shares. (d) Escrow Restrictions There are no current escrow restrictions on the issued capital of the Company. (e) Options on Issue Unissued ordinary shares of the company under option at the date of this report are as follows: Type Unlisted** Unlisted** Unlisted* Unlisted** Unlisted* Total Expiry Date 31 March 2012 31 July 2012 30 November 2012 30 November 2013 30 November 2013 Exercise Price Number of options 36 cents 45 cents 14 cents 13 cents 13 cents 225,000 1,000,000 2,500,000 2,850,000 1,000,000 7,575,000 * The above options are exercisable at any time on or before the expiry date. ** These options were issued pursuant to the Metals X Limited Employee Option Scheme and can only be exercised pursuant to the scheme rules. Share options carry no right to dividends and no voting rights. (f) Option conversions There were no option conversions during the financial year. (g) Capital management Capital managed by the Board includes shareholder equity, which was $290,056,226 at 30 June 2011 (2010: $290,141,787). When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Managed capital is disclosed on the face of the statement of financial position and comprises shareholder equity, accumulated losses and reserves. Management may adjust the capital structure to take advantage of favourable costs of capital or higher returns on assets. As the market is constantly changing, management may issue new shares or sell assets to raise cash, change the amount of dividends to be paid to shareholders (if at all) or return capital to shareholders. During the financial year ending 30 June 2011, management did not pay a dividend and does not expect to pay a dividend in the foreseeable future. The Consolidated Entity monitors the adequacy of capital by analysing cash flow forecasts for each of its projects. To a lesser extent, gearing ratios are also used to monitor capital. Appropriate capital levels are maintained to ensure that all approved expenditure programs are adequately funded. This funding is derived from an appropriate combination of debt and equity. The gearing ratio is calculated as net debt divided by total capital. Net debt is defined as interest bearing liabilities and total capital is calculated as ‘equity as shown in the statement of financial position (including minority interest). During the year ended 30 June 2011, interest bearing liabilities decreased as a result of the Consolidated Entity making repayments of its finance lease facility to finance property, plant and equipment at its Renison Tin Project (refer to note 38). The net effect was a decrease in the gearing ratio. Gearing ratio Net debt Capital The entity is not subject to any externally imposed capital requirements. 2011 2010 0.44% 1.00% 1,158,829 263,853,027 2,834,719 201,866,069 97 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 30. ACCUMULATED LOSSES At 1 July Net profit in current period attributable to members of the parent entity At 30 June 31. RESERVES CONSOLIDATED ENTITY At 1 July 2009 Share based payments Share of change in equity of associate Fair value on available-for-sale financial assets Tax effect on gain on available-for-sale financial assets At 30 June 2010 Share based payments Share of change in equity of associate Fair value on available-for-sale financial assets Tax effect on gain on available-for-sale financial assets At 30 June 2011 Nature and purpose of reserves Net unrealised gains reserve 2011 2010 (104,123,039) (115,963,773) 62,442,848 11,840,734 (41,680,191) (104,123,039) Option premium reserve $ Net unrealised gains reserve $ Total $ 17,907,652 315,141 - - - 18,222,793 103,385 - - - 18,326,178 28,965 - 316,512 (4,069,739) 1,220,922 (2,503,340) - (980,165) 1,076,551 (322,966) (2,729,920) 17,936,617 315,141 316,512 (4,069,739) 1,220,922 15,719,453 103,385 (980,165) 1,076,551 (322,966) 15,596,258 This reserve records the movements in the fair value of available-for-sale investments and the share of changes in equity of associates. Option premium reserve This reserve is used to record the value of options issued. The option premium reserve relates to the issue of: Details of issue Rights issue - capital raising cost Employee option scheme Employee option scheme Employee option scheme Employee option scheme Employee option scheme Employee option scheme Employee option scheme Employee option scheme Employee option scheme Share-based payment - director Share-based payment - director Share-based payment - contractor Share-based payment - contractor Share-based payment - contractor Placement fee - capital raising cost Convertible notes conversion Acquisition of a subsidiary Total Number of options Fair value per option ($) 110,540,000 1,890,000 400,000 2,200,000 400,000 3,900,000 1,700,000 825,000 1,000,000 2,850,000 4,000,000 2,500,000 400,000 1,000,000 1,000,000 2,000,000 67,500,000 16,750,000 220,855,000 0.057 0.102 0.414 0.114 0.168 0.122 0.084 0.119 0.150 0.050 0.174 0.048 0.168 0.120 0.103 0.049 0.111 0.099 Value 6,312,054 191,880 165,524 250,300 67,272 475,134 142,260 98,434 150,421 142,111 694,563 119,432 67,272 119,631 103,385 97,288 7,463,700 1,665,517 18,326,178 98 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 32. MINORITY INTEREST Equity contribution Accumulated losses Non-controlling interest share of net assets in controlled entity 33. SHARE-BASED PAYMENTS 2011 2010 2,500 (206,045) 185,173 (18,372) 2,500 (59,805) 185,173 127,868 2011 2010 (a) Recognised share-based payment expense The expense recognised for services received during the year is shown in the table below: Expense arising from equity-settled share-based payments 103,385 315,141 The share-based payment plan is described below. There have been no cancellations or modifications to the plan during 2011 and 2010. (b) Employee Share Option Plan The Consolidated Entity has an Employee Option Scheme (EOS) for the granting of non-transferable options to senior executives and other staff members of the Consolidated Entity in accordance with guidelines established by the Board of the Company. The options issued under the EOS will vest when the following conditions are met: (i) (ii) The EOS has no direct performance requirements but has specified time restrictions on the exercise of options. The director or senior executive or other staff member continues to be employed by the Consolidated Entity on the first anniversary of the grant date or as determined by the Board of Directors. Other relevant terms and conditions applicable to the options granted under EOS include: (i) (ii) (iii) The options are issued for nil consideration; The options will not be quoted on the ASX; The exercise price of the options is equal to 120% of the weighted average closing sale price of the Company’s fully paid ordinary shares on ASX over the 5 trading days immediately preceding the day on which the Board resolves to offer that Option; Any options that are not exercised by the fourth anniversary of their grant date will lapse; The options will lapse after six months if a person ceases employment with the Consolidated Entity; (iv) Options vest after one year or as determined by the Board of Directors; (v) (vi) (vii) Upon exercise, these options will be settled in ordinary fully paid shares of the Company; and (viii) The Board of Directors may alter, delete or add to the terms and conditions of the EOS at any time. (c) Summary of options granted under the Employee Option Scheme The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued under the EOS. Outstanding at the beginning of the year Granted during the year Exercised during the year Lapsed/cancelled during the year Outstanding at the year end 2011 Number 7,775,000 - - (3,000,000) 4,775,000 2011 WAEP 0.326 - - 0.397 0.240 2010 Number 8,550,000 3,100,000 - (3,875,000) 7,775,000 Exercisable at the year end 4,775,000 0.240 4,925,000 2010 WAEP 0.333 0.130 - 0.261 0.326 0.400 99 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 The outstanding balance as at 30 June 2011 is represented by the following table: Grant date Vesting date Expiry date Exercise price Options granted Options lapsed/ cancelled Options exercised Number of options at end of period 6 September 2007 6 September 2008 31 August 2011 35 cents 1,700,000 (1,000,000) 31 March 2008 31 March 2009 31 March 2012 36 cents 1,850,000 (1,625,000) 17 July 2008 1 June 2009 17 July 2009 31 July 2012 45 cents 1,250,000 (250,000) 1 June 2010 30 June 2013 13 cents 500,000 (500,000) 27 November 2009 6 July 2010 30 November 2013 13 cents 3,100,000 (250,000) Total 8,400,000 (3,625,000) On issue Vested 700,000 700,000 225,000 225,000 1,000,000 1,000,000 - - 2,850,000 2,850,000 4,775,000 4,775,000 - - - - - - (d) Weighted average remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2011 is 1.73 years (2010: 2.08 years). (e) Range of exercise price The range of exercise prices for ESOP options outstanding at the end of the year was $0.13 - $0.45 (2010: $0.13 - $0.45). As the range of prices is wide, refer to section (c) above for further information in assessing the number and timing of additional shares that may be issued and the cash that may be received upon exercise of those options. (f) Weighted average fair value The weighted average fair value of options granted during the year was nil (2010: $0.13). (g) Option pricing model The fair value of the equity-settled share options granted under the EOS is estimated at the date of grant using a Black & Scholes model, which takes into account factors including the options exercise price, the volatility of the underlying share price, the risk- free interest rate, the market price of the underlying share at grant date and the expected life of the option. The following table gives the assumptions made in determining the fair value of the options granted: Grant date Expected Volatility (%) Risk-free interest rate (%) Expected life of options (yrs) Options exercise price ($) Share price at grant date ($) Fair value at grant date ($) 2011 Nil 2010 27 Nov 2009 n/a n/a n/a n/a n/a n/a 85% 4.80% 2.5 $0.13 $0.11 $0.050 The effects of early exercise have been incorporated into the calculations by using an expected life for the option that is shorter than the contractual life based on historical exercise behaviour, which is not necessarily indicative of exercise patterns that may occur in the future. The expected volatility was determined using a historical sample of the Company’s share price over a 12 month period. The resulting expected volatility therefore reflects the assumptions that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. 100 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 33. SHARE-BASED PAYMENTS (CONTINUED) (h) Directors options In addition to the EOS, the Company has issued options to Directors. Other relevant terms and conditions applicable to the options granted to Directors include: (i) (ii) (iii) (iv) (v) The options issued to Directors vest immediately; The option issue has no direct performance requirements; The options are issued for nil consideration; The options will not be quoted on the ASX; The exercise price of the options is equal to 120% of the weighted average closing sale price of the Company’s fully paid ordinary shares on ASX over the 20 trading days immediately preceding the day on which the members resolve to offer that Option; Any options that are not exercised by the third anniversary of their grant date will lapse; and (vi) (vii) Upon exercise, these options will be settled in ordinary fully paid shares of the Company. (i) Summary of options granted to Directors The following table illustrates the number and weighted average (WAEP) of, and movements in, share options issued to Directors: 2011 Number 2011 WAEP 2010 Number 2010 WAEP Outstanding at the beginning of the year 6,500,000 0.337 Granted during the year Exercised during the year Lapsed/cancelled during the year Outstanding at the year end - - (4,000,000) 2,500,000 - - 0.460 0.140 4,000,000 2,500,000 - - 6,500,000 Exercisable at the end of the year 2,500,000 0.140 6,500,000 The outstanding balance as at 30 June 2011 is represented by the following table: 0.460 0.140 - - 0.337 0.337 Grant date Vesting date Expiry date Exercise price Options granted Options lapsed/ cancelled Options exercised Number of options at end of period 27 November 2009 27 November 2009 30 November 2012 14 cents 2,500,000 Total 2,500,000 - - - - On issue Vested 2,500,000 2,500,000 2,500,000 2,500,000 (j) Weighted average remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2011 is 1.42 years (2010: 1.19). (k) Range of exercise price The exercise price for options outstanding at the end of the year was $0.14 (2010: $0.14 - $0.46). (l) Weighted average fair value The weighted average fair value of options granted during the year was nil (2010: $0.14). (m) Contractors options In addition to the EOS, the Company has issued options to Contractors. Other relevant terms and conditions applicable to the options granted to Contractors include: (i) (ii) (iii) (iv) (v) The options issued to Contractors vest immediately; The option issue has no direct performance requirements; The options are issued for nil consideration; The options will not be quoted on the ASX; The exercise price of the options is equal to 120% of the weighted average closing sale price of the Company’s fully paid ordinary shares on ASX over the 5 trading days immediately preceding the day on which the members resolve to offer that Option; Any options that are not exercised by the expiry date as determined by the Directors at their grant date will lapse; and (vi) (vii) Upon exercise, these options will be settled in ordinary fully paid shares of the Company. 101 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (n) Summary of options granted to Contractors The following table illustrates the number and weighted average (WAEP) of, and movements in, share options issued to Contractors: Outstanding at the beginning of the year Granted during the year Exercised during the year Lapsed/cancelled during the year Outstanding at the year end 2011 Number 1,000,000 1,000,000 - (1,000,000) 1,000,000 2011 WAEP 0.460 0.320 - 0.460 0.320 2010 Number 1,400,000 - - (400,000) 1,000,000 2010 WAEP 0.426 0.000 - 0.340 0.460 Exercisable at the end of the year 1,000,000 0.320 1,000,000 0.460 The outstanding balance as at 30 June 2011 is represented by the following table: Grant date Vesting date Expiry date Exercise price Options granted Options lapsed/ cancelled Options exercised Number of options at end of period 1 December 2010 1 December 2010 30 November 2013 32 cents 1,000,000 Total 1,000,000 - - - - On issue Vested 1,000,000 1,000,000 1,000,000 1,000,000 (o) Weighted average remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2011 is 2.42 years (2010: 1.25). (p) Range of exercise price The exercise price for options outstanding at the end of the year was $0.32 (2010: $0.46). (q) Weighted average fair value The weighted average fair value of options granted during the year was $0.10 (2010: nil). 102 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 34. COMMITMENTS (a) Capital commitments Commitments relating to jointly controlled assets 2011 2010 At 30 June 2011 the Consolidated Entity has capital commitments that relate principally to the purchase of maintenance plant and equipment for the Bluestone Mines Tasmania Joint Venture. Capital expenditure commitments Estimated capital expenditure contracted for at reporting date, but not recognised as liabilities in respect of the Bluestone Mines Tasmania Joint Venture - Within one year 115,023 223,868 (b) Operating lease commitments - Company as lessee The Company has entered into commercial property leases on office rental and remote area residential accommodation. The Company has entered into commercial leases on office equipment. These operating leases have an average life of between one month and three years with renewal options included in the contracts. The Company also has commercial leases over the tenements in which the mining operations are located. These tenement leases have a life of between six months and twenty one years. In order to maintain current rights to explore and mine the tenements the Consolidated Entity is required to perform minimum exploration work to meet the expenditure requirements specified by the relevant state governing body. There are no restrictions placed on the lessee by entering into these contracts. The operating lease commitments include Joint Venture commitments as disclosed in note 38. Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows: (i) Property leases as lessee: - Within one year - After one year but not more than five years (ii) Equipment leases: - Within one year - After one year but not more than five years (iii) Mineral tenement leases: - Within one year - After one year but not more than five years - After more than five years 2011 2010 250,243 779,310 1,029,553 246,971 1,026,768 1,273,739 13,764 19,499 33,263 282,043 936,111 861,519 11,677 550 12,227 245,157 807,441 933,688 2,079,673 1,986,286 (c) Operating lease commitments - Company as lessor The Company has entered into a commercial sub-lease on the above mentioned office space which expired in January 2011. 103 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows: (i) Property leases as lessor: - Within one year - After one year but not more than five years - After more than five years 2011 2010 - - - - 57,943 - - 57,943 (d) Finance lease and hire purchase commitments The Company has finance leases and hire purchase contracts for various items of plant and machinery. The leases do have terms of renewal but no escalation clauses. Renewals are at the option of the specific entity that holds the lease. The finance and hire purchase contracts have an average term of 36 months with the right to purchase the asset at the completion of the lease term for a pre-agreed amount. Future minimum lease payments under finance leases and hire purchase contracts together with the present value of the minimum lease payments are as follows: Within one year After one year but not more than five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments Within one year After one year but not more than five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments Included in the financial statements as: Current interest-bearing loans and borrowings (note 25) Non-current interest-bearing loans and borrowings (note 28) Total included in interest-bearing loans and borrowings The weighted average interest rate impact in the leases for the Company is 14.23% (2010: 9.70%). 2011 Minimum lease payments Present value of lease payments 980,276 235,665 1,215,941 (57,112) 1,158,829 941,788 217,041 1,158,829 - 1,158,829 2010 Minimum lease payments Present value of lease payments 2,428,534 697,478 3,126,012 (291,293) 2,834,719 2,153,380 681,339 2,834,719 - 2,834,719 2011 2010 941,788 217,041 1,158,829 2,153,380 681,339 2,834,719 104 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 35. CONTINGENT ASSETS AND LIABILITIES (a) Royalties At the Bluestone Mines Tasmania Joint Venture Renison Tin Project the following royalties apply: • Bluestone Mines Tasmania Pty Ltd has an obligation to pay a State Government Royalty on tin production at the rate of: 1.6% of Net sales + (profit x 0.4 x profit/net sales). This royalty is capped at 5% of Net Sales. At the Collingwood Tin Project the following royalties apply (the project is currently under care and maintenance): • Bluestone Nominees Pty Ltd has an obligation to pay a private royalty of 2% of the Net Smelter Return from the sale of ores, concentrates or other mineral products produced. • A State Government royalty of 2% of the value of the mineral produced is applicable. 36. EVENTS AFTER THE BALANCE SHEET DATE On 16 June 2011 the Company announced its intention to conduct an on-market buy-back of up to 10% of its issued capital over a twelve month period commencing on 1 July 2011. As at the date of this report the Company had acquired 25,208,407 shares for a total value of $5,740,356.48 and an average price of $0.228 per share. 37. AUDITOR'S REMUNERATION Amounts received or due and receivable by Ernst & Young (Australia) for: 2011 2010 An audit or review of financial reports of the entity and any other entity within the Consolidated Entity 192,627 161,338 Other services in relation to the entity and any other entity in the Consolidated Entity: - tax compliance Total auditor remuneration 79,450 272,077 43,575 204,913 38. INTEREST IN A JOINTLY CONTROLLED OPERATION In 2010 the subsidiary Bluestone Mines Tasmania Pty Ltd sold 50% of the assets at its Renison Tin Project and entered into a jointly controlled operation called the Bluestone Mines Tasmania Joint Venture. The Consolidated Entity is entitled to 50% of the operation's production. The Consolidated Entity's interest in the assets and liabilities of the jointly controlled operation are included in the consolidated statement of financial position. 2011 2010 (a) Commitments relating to the jointly controlled assets Share of capital commitments (refer to note 34(a)) 115,023 223,868 Share of operating lease commitments (refer to note 34(b)) Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows: (i) Property leases as lessee: - Within one year (ii) Equipment leases: - Within one year - After one year but not more than five years 2011 2010 985 985 13,764 19,499 33,263 7,230 7,230 11,677 550 12,227 105 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (iii) Mineral tenement leases: - Within one year - After one year but not more than five years - After more than five years (b) Impairment No assets employed in the jointly controlled operation were impaired during the year (2010: nil). (c) Assets and liabilities sold to the Joint Venture partner 2011 2010 172,916 683,795 15,724 872,435 126,863 503,734 134,251 764,848 Current assets Inventories Trade and other receivables Other assets Non-current assets Property, plant and equipment (refer to note 20) Mine properties and development costs (refer to note 21) Intangible assets (refer to note 22) Exploration and evaluation expenditure (refer to note 23) Total assets Current liabilities Interest bearing loans and borrowings (refer to note 25) Provisions (refer to note 26) Non-current liabilities Interest bearing loans and borrowings (refer to note 28) Provisions (refer to note 27) Total liabilities Net assets disposed Proceeds from sale of assets Profit on sale of assets As at 19 March 2010 3,685,448 25,026 693,397 4,403,871 17,574,217 18,274,412 2,648,485 372,574 38,869,688 43,273,559 (1,813,499) (389,585) (2,203,084) (1,507,556) (2,238,394) (3,745,950) (5,949,034) 37,324,525 51,091,067 13,766,542 106 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 39. OPERATING SEGMENTS Identification of reportable segments The Consolidated Entity has identified its operating segments based on internal reports that are reviewed and used by the executive management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The operating segments are identified by management based on the manner in which resources are allocated. Discrete financial information about each of these operating businesses is reported to the executive management team on at least a monthly basis. The reportable segments are based on aggregated operating segments determined by the similarity of the mineral being mined or explored, as these are the sources of the Consolidated Entity’s major risks and have the most effect on rates of return. The Consolidated Entity comprises the following reportable segments: - Tin Projects: - Nickel Projects: - Phosphate Projects: Phosphate exploration projects. Mining, treatment and marketing of tin concentrate. Nickel royalty income and exploration of nickel assets. Accounting policies and inter-segment transactions The accounting policies used by the Consolidated Entity in reporting segments internally are the same as those contained in note 2 to the financial report. The Consolidated Entity does not have any inter-entity sales. Corporate charges comprise non-segmental expenses such as head office expenses and interest. Corporate charges are not allocated to operating segments. It’s the Consolidated Entity’s policy that if items of revenue and expense are not allocated to operating segments then any associated assets and liabilities are not allocated to segments. This is to avoid allocations within segments which management believe would be inconsistent. The following items and associated assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment: Interest revenue. • • Fair value gains/losses on financial instruments. • Net gains on disposal of available-for-sale investments. • Share of loss of associates. • Finance costs. The following table presents revenue and profit information for reportable segments for the years ended 30 June 2011 and 30 June 2010. Major customers The Consolidated Entity only has one customer to which it provides both products and services. The Consolidated Entity sends its tin concentrate to a South East Asian customer that accounts for 95% of external revenue (2010: 98%). 107 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 Year ended 30 June 2011 Tin Projects Nickel Projects Phosphate Projects Unallocated items Total Revenue Sales to external customers 69,015,638 Other revenue from external customers Other revenue Total segment revenue - - 69,015,638 - - - - - - - - - - 69,015,638 - 3,292,021 3,292,021 3,292,021 72,307,659 Segment net operating profit/(loss) after tax 33,858,795 9,255,204 (3,971) (27,972,259) 15,137,769 Other segment information Other income Interest income Interest expense 48,374 5,266,685 - (288,300) - - - - - 63,350,161 70,665,220 3,292,021 (42,670) 3,292,021 (330,970) Depreciation and amortisation (12,494,665) (111,200) (200) (204,922) (12,810,987) Exploration and evaluation expenditure written off (359,272) (211,670) (580,524) - (1,151,466) Impairment losses Share of loss of associate Other non-cash expenses Income tax expense - - (63,950) - - - 11,036,808 4,675,785 Discontinued operations after tax income (505,195) - - - - - - (17,358,674) (17,358,674) 221,092 221,092 (103,385) (167,335) (15,520,579) 192,014 - (505,195) Segment assets 60,318,050 60,412,009 51 103,589,273 224,319,383 Investments in associates Capital expenditure - - - 22,801,822 22,801,822 (11,158,445) (3,838,429) (19,223) 37,518,157 22,502,060 Segment liabilities (8,768,393) (491,529) 4,326 (932,842) (10,188,438) Cash flow information Net cash flow from operating activities 25,966,625 (173,195) Net cash flow from investing activities (11,158,445) (3,838,429) (29,491) (19,223) (1,787,932) 23,976,007 37,518,157 22,502,060 Net cash flow from financing activities (16,056,181) 4,016,932 48,204 11,999,685 8,640 108 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 39. OPERATING SEGMENTS (CONTINUED) Year ended 30 June 2010 Tin Projects Nickel Projects Phosphate Projects Unallocated items Total Revenue Sales to external customers Other revenue from external customers Other revenue Total segment revenue Segment net operating profit/(loss) after tax Other segment information Other income Interest income Interest expense 95,686,783 - - 95,686,783 - 599,859 - 599,859 - - - - - - 1,127,165 1,127,165 95,686,783 599,859 1,127,165 97,413,807 (12,661,910) 8,730,484 38,670 785,328 (3,107,428) 14,008,372 5,266,685 - (738,137) - - - - - 1,777,572 1,127,165 21,052,629 1,127,165 (261,869) (1,000,006) Depreciation and amortisation (27,867,970) (504,711) (200) (219,328) (28,592,209) Exploration and evaluation expenditure written off Impairment losses Share of loss of associate Other non-cash expenses Income tax benefit Discontinued operations after tax income - - - (145,052) (4,836,931) (820,100) (1,810) (252,665) - - - - - - 4,317,688 19,435 - - (127,475) (315,141) (947,293) (254,475) - (127,475) (460,193) (1,447,101) - - - (820,100) Segment assets 73,906,406 57,125,951 564,881 51,465,247 183,062,485 Investments in associates Capital expenditure - - - 22,525,913 22,525,913 38,822,803 17,778,284 (58,467) (47,877,301) 8,665,319 Segment liabilities (14,149,649) (807,412) (28,348) (938,233) (15,923,642) Cash flow information Net cash flow from operating activities Net cash flow from investing activities 4,742,150 38,822,803 2,160,382 17,778,284 5,555 (2,470,907) (58,467) (47,877,301) Net cash flow from financing activities (43,757,076) (19,971,989) 52,272 73,121,432 4,437,180 8,665,319 9,444,639 (a) Segment revenue reconciliation to the statement of comprehensive income Total segment revenue Other revenue from continuing operations Total revenue 2011 2010 72,307,659 97,413,807 - - 72,307,659 97,413,807 Revenue from external customers by geographical locations is detailed below. Revenue is attributable to geographical location based on the location of the customers. The Company does not have external revenues from external customers that are attributable to any foreign country other than as shown. Australia 3,292,021 1,727,024 South east asia Total revenue 69,015,638 95,686,783 72,307,659 97,413,807 109 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (b) Segment net operating profit/(loss) after tax reconciliation to the statement of comprehensive income 2011 2010 Executive management meet on a regular basis to assess the performance of each segment by analysing the segment's net operating profit after tax. A segment's net operating profit after tax excludes non operating income and expense such as dividends received, fair value gains and losses, gains and losses on disposal of assets and impairment charges. Income tax expenses are calculated on the segment's net profit or loss. Reconciliation of segment net operating loss after tax to net profit/(loss) before tax : Segment net operating profit/(loss) after tax Income tax expense Share of loss of associates Finance costs Corporate expenses Impairment of assets (Loss)/gain on deemed disposal of associate Exploration and evaluation expenditure written off Fair value gain on financial instruments Net gains on disposal of available-for-sale investments Net gain on disposal of assets Total net profit before tax per statement of comprehensive income 15,137,769 (192,014) 221,092 (394,920) (3,637,636) (17,358,674) 14,788,837 (1,151,466) (57,464) 55,717,781 (463,516) 62,609,789 (3,107,428) 1,447,101 (127,475) (1,145,058) (3,050,362) - 1,207,775 (254,475) (57,464) 34,035 19,101,536 14,048,185 (c) Segment assets reconciliation to the statement of financial position In assessing the segment performance on a regular basis, executive management analyses the segment result as described above in relation to segment assets. Segment assets are those operating assets of the entity that management views as directly attributing to the performance of the segment. These assets include plant, equipment, receivables, inventory and intangibles and exclude available- for-sale assets, derivative assets and deferred tax assets. Reconciliation of operating assets to total assets: Segment operating assets Available-for-sale assets Derivative assets Assets of disposal group classified as held for sale Total assets per the statement of financial position 224,319,383 49,004,755 228,269 1,476,212 275,028,619 183,062,485 34,064,803 57,464 1,491,219 218,675,971 (d) Segment liabilities reconciliation to the statement of financial position Segment liabilities includes trade and other payables and debt. The Consolidated Entity has a centralised finance function that is responsible for raising debt and capital for the entire operations. Each entity or business uses this central function to invest excess cash or obtain funding for its operations. Executive management reviews the level of debt for each segment on a regular basis. Reconciliation of operating liabilities to total liabilities: Segment operating liabilities Liabilities of disposal group classified as held for sale Total liabilities per the statement of financial position 10,188,438 886,260 11,074,698 15,923,642 886,260 16,809,902 110 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 40. KEY MANAGEMENT PERSONNEL (a) Details of Key Management Personnel (i) Directors P G Cook W S Hallam S J Huffadine M L Jefferies D P Will Sanlin Zhang Y Zhang (ii) Executives R D Cook P M Cmrlec F J Van Maanen Non-Executive Chairman Managing Director Executive Director Non-Executive Director Executive Director Non-Executive Director Alternate for Mr Sanlin Zhang Appointed 23 July 2004 1 March 2005 17 June 2009 29 December 2006 12 July 2011 9 November 2009 3 October 2007 Resigned - - 1 June 2011 - - - - General Manager - Renison General Manager - Central Musgrave Project Company Secretary Appointed 22 April 2010 19 November 2007 1 July 2005 Resigned - 1 June 2011 - Other than the appointment of D. Will as shown above there are no other changes of the key management personnel after the reporting date and the date the financial report was authorised for issue. (b) Compensation of Key Management Personnel Short-term employee benefits Post employment benefits Other long-term benefts Share-based payment (c) Option holdings of Key Management Personnel (including nominees) 2011 1,408,663 86,487 68,874 - 1,564,024 2010 1,712,280 126,494 31,770 181,762 2,052,306 Granted as remuneration Net change other ˆ Options exercised Balance at end of period 30 June 2011 Not vested and not exercisable Vested and exercisable 30 June 2011 Directors P G Cook W S Hallam S J Huffadine * M L Jefferies S Zhang Y Zhang (Alternate Director) Executives P M Cmrlec * R D Cook F J Van Maanen Balance at beginning of period 1 July 2010 2,000,000 2,500,000 2,000,000 - - - 1,250,000 400,000 700,000 - - - - - - - - - (2,000,000) (1,000,000) (2,000,000) - - - - - - - - - - 1,500,000 - - - - (1,250,000) (400,000) - - - - - - 700,000 - - - - - - - - - - - 1,500,000 - - - - - - 700,000 2,200,000 Total 8,850,000 - (6,650,000) - 2,200,000 All options are exercisable once vested. ˆ Options lapsed during the period and forfeited. * S J Huffadine and P M Cmrlec both resigned on 1 June 2011 and are no longer a Director and Executive respectively. 111 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 (c) Option holdings of Key Management Personnel (including nominees) 30 June 2010 Directors P G Cook W S Hallam S J Huffadine M L Jefferies P J Newton * W Wei S Zhang Y Zhang (Alternate Director) Executives P M Cmrlec R D Cook D J Coutts ** T De Vries ** F J Van Maanen Balance at beginning of period 1 July 2009 Granted as remunera- tion 2,000,000 - 1,000,000 1,500,000 1,000,000 1,000,000 - - - - - 500,000 400,000 1,000,000 500,000 550,000 - - - - - 750,000 - - - Net change other Options exercised - - - - - - - - - - (1,000,000) (500,000) 500,000 (350,000) Total 6,950,000 3,750,000 (1,850,000) Balance at end of period 30 June 2010 2,000,000 2,500,000 2,000,000 - - - - - Not vested and not exercisable Vested and exercisable - - - - - - - - 2,000,000 2,500,000 2,000,000 - - - - - 1,250,000 750,000 400,000 - - - - - 500,000 400,000 - - 700,000 500,000 200,000 8,850,000 1,250,000 7,600,000 - - - - - - - - - - - - - - All options are exercisable once vested. * Mr P J Newton resigned on 24 November 2009 and is no longer a Director. ** D J Coutts and T De Vries resigned on 14 August 2009 and 22 April 2010 respectively and are no longer Executives. (d) Shareholdings of Key Management Personnel Ordinary shares held in Metals X Limited (number) 30 June 2011 Directors P G Cook W S Hallam S J Huffadine * M L Jefferies S Zhang Y Zhang (Alternate Director) Executives P M Cmrlec * R D Cook F J Van Maanen Total Balance held at 1 July 2010 Granted as remuneration On exercise of options Net change other 68,440,200 6,350,000 - 2,700,000 176,000,000 - - - 2,070,000 255,560,200 - - - - - - - - - - - - - - - - - - - - Balance held at 30 June 2011 68,440,200 6,350,000 - 2,700,000 176,000,000 - - - 2,070,000 255,560,200 - - - - - - - - - - 112 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 40. KEY MANAGEMENT PERSONNEL (CONTINUED) Ordinary shares held in Metals X Limited (number) 30 June 2010 Directors P G Cook W S Hallam S J Huffadine M L Jefferies P J Newton ** W Wei *** S Zhang *** Y Zhang (Alternate Director) Executives P M Cmrlec R D Cook D J Coutts**** T De Vries**** F J Van Maanen Total Balance held at 1 July 2009 Granted as remuneration On exercise of options Net change other Balance held at 30 June 2010 67,296,200 6,350,000 - 2,700,000 66,219,002 176,000,000 - - - - - - 2,070,000 320,635,202 - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,144,000 68,440,200 - - - 6,350,000 - 2,700,000 (66,219,002) (176,000,000) - - 176,000,000 176,000,000 - - - - - - - - - - - 2,070,000 - (65,075,002) 255,560,200 * S J Huffadine and P M Cmrlec both resigned on 1 June 2011 and are no longer a Director and Executive respectively. ** Mr P J Newton resigned on 24 November 2009 and is no longer a Director. *** On 9 November 2009 Mr W Wei resigned and Mr S Zhang was appointed as a Director representing Jinchuan Group Limited who hold 176,000,000 shares in the Company. **** D J Coutts and T De Vries resigned on 14 August 2009 and 22 April 2010 respectively and are no longer Executives. All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm's length. (e) Loans to Key Management Personnel There were no loans to key management personnel during the current or previous financial year. (f) Other transactions and balances with Key Management Personnel Mr PG Cook, Mr WS Hallam and Mr PM Cmrlec are Directors of Westgold Resources Limited (“Westgold”) and its controlled entities. In the current period $72,877 (2010: $31,179) has been charged to Westgold for Directors fees. Mr PG Cook is also a Director of Aragon Resources Limited (“Aragon”). Mrs FJ Van Maanen is the Company Secretary of Aragon. The Consolidated Entity provides accounting, secretarial and administrative services at cost to Aragon. In the current period $48,039 (2010: $116,193) has been charged to Aragon for these services and Directors fees. 113 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 41. RELATED PARTY DISCLOSURES (a) Subsidiaries The consolidated financial statements include the financial statements of Metals X Limited and the subsidiaries listed in the following table: Name Agaton Phosphate Pty Ltd Bluestone Australia Pty Ltd Metals Exploration Pty Ltd Mad Metals Pty Ltd Chinggis Metals Pty Ltd Subsidiary companies of Metals Exploration Limited Austral Nickel Pty Ltd Harbour Capital (WA) Pty Ltd * Hinckley Range Pty Ltd Metex Nickel Pty Ltd Subsidiary companies of Bluestone Australia Pty Ltd Bluestone Mines Tasmania Pty Ltd Bluestone Nominees Pty Ltd Subsidiary companies of Bluestone Mines Tasmania Pty Ltd Country of incorporation Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Ownership interest Investment ($) 2011 75% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 2010 75% 100% 100% - - 100% 100% 100% 100% 100% 100% 2011 2010 750,000 750,000 19,950,000 19,950,000 71,714,235 71,714,235 2 2 - - 92,414,239 92,414,235 9,058,896 9,058,896 - 220,020 1,069,750 1,069,750 1 1 1 1 1 1 Bluestone Mines Tasmania Joint Venture Pty Ltd Australia 50% 50% 50 50 * Harbour Capital (WA) Pty Ltd was deregistered on 11 May 2011. (b) Ultimate parent Metals X Limited is the ultimate parent entity. There are no Class Orders in place at 30 June 2011. (c) Key management personnel Details relating to key management personnel, including remuneration paid, are included in note 40. (d) Transactions with related parties (i) Jointly controlled assets Amounts charged by Bluestone Australia Pty Ltd to the unincorporated Bluestone Mines Tasmania Joint Venture for services provided * 309,734 282,397 (ii) Associates Amounts charged by Bluestone Australia Pty Ltd to Aragon Resources Ltd for services provided ** 229,370 116,193 2011 2010 Amounts charged by Bluestone Australia Pty Ltd to Westgold Resources Ltd for services provided *** 243,464 31,179 * Subsidiary Bluestone Mines Tasmania Pty Ltd has a 50% joint venture interest in the unincorporated Bluestone Mines Tasmania Joint Venture. ** The Company had an 8.70% interest in Aragon Resources Limited (2010: 8.72%) prior to the sale of the shares to Westgold Resources Limited on 14 April 2011. *** The Company has a 25.02% interest in Westgold Resources Limited (2010: 31.99%). 114 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 42. INFORMATION RELATING TO METALS X LIMITED ("THE PARENT ENTITY") 2010 2011 Current assets Total assets Current Liabilities Total Liabilities Issued capital Accumulated losses Option premium reserve Other reserves Profit of the parent entity Total comprehensive income of the parent entity Guarantees entered into by the parent entity in relation to the debts of its subsidiries. Contingent liabilities of the parent entity. Contractual commitments by the parent entity for the acquisition of property, plant or equipment. 79,923,951 27,546,305 289,470,356 202,129,401 284,762 284,762 263,332 263,332 299,336,226 299,421,787 (16,435,491) (112,621,608) 18,326,178 18,222,793 (12,041,318) (3,156,903) 289,185,595 201,866,069 96,186,116 11,158,236 87,301,700 9,248,679 Nil Nil Nil Nil Nil Nil 115 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 DIRECTORS’ DECLARATION In accordance with a resolution of the Directors of Metals X Limited, I state that: In the opinion of the Directors: (a) the financial statements and notes of the Company and of the Consolidated Entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company's and the Consolidated Entity's financial position as at 30 June 2011 and of their performance for the year ended on that date; and (ii) complying with the Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001; and (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(b) and; (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and (d) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011. On behalf of the Board. Warren Hallam Managing Director Perth, 29 September 2011 116 DIRECTOR'S DECLARATION INDEPENDENT AUDIT REPORT Independent auditor's report to the members of Metals X Limited Report on the financial report We have audited the accompanying financial report of Metals X Limited, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising 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 controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2 (b), 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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about 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 judgment, 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 controls 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 controls. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. DL:VP:METALSX:009 Liability limited by a scheme approved under Professional Standards Legislation 117 INDEPENDENT AUDIT REPORT INDEPENDENT AUDIT REPORT Opinion In our opinion: a. the financial report of Metals X Limited is in accordance with the Corporations Act 2001, including: i ii giving a true and fair view of the consolidated entity's financial position as at 30 June 2011 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; and b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2 (b). Report on the remuneration report We have audited the Remuneration Report included in of the directors' report for the year ended 30 June 2011. 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. Opinion In our opinion, the Remuneration Report of Metals X Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001. Ernst & Young D S Lewsen Partner Perth 29 September 2011 DL:VP:METALSX:009 118 INDEPENDENT AUDIT REPORT SECURITY HOLDER INFORMATION AS AT 21 SEPTEMBER 2011 (a) Top 20 Quoted Shareholders Sun Hung Kai Investment Services Limited Jinchuan Group Limited Sun Hung Kai Investment Services Limited National Nominees Limited Sabatica Pty Limited All-States Finance Pty Ltd Fitel Nominees Limited Bell Potter Nominees Limited Ajava Holdings Pty Ltd Richard Farleigh Peter Gerard Cook Equity Trustees Limited JP Morgan Nominees Australia Limited HSBC Custody Nominees Australia Limited Joan Christine Cook Oaksouth Pty Ltd Western Bridge Pty Ltd Western Bridge Pty Ltd Milstern Enterprises Pty Ltd Citicorp Nominees Pty Ltd Total % 21.58 13.05 10.31 6.44 5.91 3.93 3.69 3.17 2.94 1.78 1.60 1.30 1.15 0.82 0.52 0.52 0.51 0.47 0.41 0.39 Number of shares 291,052,299 176,000,000 139,000,000 86,804,106 79,742,210 53,000,000 49,817,046 42,738,997 39,610,000 23,979,065 21,550,000 17,480,394 15,474,066 11,083,995 7,056,200 7,000,000 6,888,889 6,401,990 5,500,000 5,314,616 80.49 1,085,493,873 (b) Distribution of quoted ordinary shares Number of share holders Number of shares Size of parcel 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 to 25,000,000 Total (c) Number of holders with less than a marketable parcel of ordinary shares (d) Substantial Shareholders Apac Resources Limited Jinchuan Group Limited COL Capital Limited Guinness Peat Group plc and its subsidiaries Chong Sok Un Peter Gerard Cook 119 SECURITY HOLDER INFORMATION AS AT 21 SEPTEMBER 2011 96 932 860 2,163 422 4,473 609 % 29.08 12.89 7.35 6.57 5.15 5.01 28,103 2,960,469 7,160,278 77,701,038 1,260,733,582 1,348,583,470 1,173,219 Number of shares 397,130,281 176,000,000 100,376,141 89,742,210 70,331,581 68,440,200 (e) Voting Rights The voting rights for each class of security on issue are: Ordinary fully paid shares Each ordinary shareholder is entitled to one vote for each share held. Options The holders of options have no rights to vote at a general meeting of the company. (f) Unquoted Equity Securities Number of Options Exercise Price 225,000 1,000,000 2,500,000 2,850,000 1,000,000 36 cents 45 cents 14 cents 13 cents 32 cents Expiry Date 31/03/2012 31/07/2012 30/11/2012 30/11/2013 30/11/2013 Number holders 3 1 2 10 1 120 SECURITY HOLDER INFORMATION AS AT 21 SEPTEMBER 2011 SUMMARY OF MINING TENEMENTS BLUESTONE MINES TASMANIA PTY LTD RENISON – 50% ML 12M/1995 MOUNT BISCHOFF – 50% ML 12M/2006 ML 2M/2008 MOUNT RAMSAY – 50% EL 72/2007 BLUESTONE NOMINEES PTY LTD COLLINGWOOD – 100% ML 2796 ML 3065 ML 3066 ML 3067 ML 3068 ML 3069 ML 3070 MDL 111 MDL 112 EPM 14815 MOUNT GARNET – 100% MDL 381 HINCKLEY RANGE PTY LTD WINGELLINA – 100% E 69/0535 E 69/0012 E 69/0013 AUSTRAL NICKEL PTY LTD CLAUDE HILLS – 100% EL 4751 121 SUMMARY OF MINING TENEMENTS 

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