United Uranium Limited
(ACN 123 920 990)
Annual Report
For the Financial Year Ended 30 June 2009
Annual Report 2009
United Uranium Limited
CONTENTS
Corporate Directory
Directors’ Report
Auditor’s Independence Declaration
Income Statement
Balance Sheet
Cash Flow Statement
Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report To The Members
of United Uranium Limited
Corporate Governance Statement
Additional Shareholder Information
Schedule of Mineral Tenements
3
4
13
14
15
16
17
18
39
40
42
50
52
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Annual Report 2009
United Uranium Limited
CORPORATE DIRECTORY
EXECUTIVE CHAIRMAN
Xing Yan (Simon)
EXECUTIVE DIRECTOR
George Lazarou
NON-EXECUTIVE DIRECTOR
Eric Kong
COMPANY SECRETARY
Cecilia Chiu
PRINCIPAL & REGISTERED OFFICE
Suite 1, 23 Richardson Street
SOUTH PERTH WA 6151
Telephone: (08) 6436 1888
Facsimile: (08) 6436 1899
AUDITORS
Bentleys
Level 1, 12 Kings Park Road
WEST PERTH WA 6005
SHARE REGISTRAR
Advanced Share Registry Services
150 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7371
STOCK EXCHANGE LISTING
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: UUL
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Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT
The directors of United Uranium Limited submit herewith the financial report of the company for the
financial year ended 30 June 2009. In order to comply with the provisions of the Corporations Act
2001, the directors report as follows:
1.
DIRECTORS
The names and details of the Company’s directors in office during and since the financial year
end until the date of the report are as follows. Directors were in office for the entire period
unless otherwise stated.
Mr Xing Yan (Simon)
Mr George Lazarou
Mr Eric Kong
Executive Chairman
Executive Director
Non-Executive Director
INFORMATION ON DIRECTORS
Xing Yan (Simon) Executive Chairman
Experience
Mr Yan has over 30 years of senior level management experience in
international mining trade. He was part of the management team of
China National Minerals and Metals Import & Export Corporation
(MINMETALS).
He settled down in Western Australia and established a number of
successful private enterprises . The contact and knowledge about the
two country’s business systems, remains him widely sought as a
consultant for international trade issues.
Interest in Shares
Interest in Options
3,650,000 Fully paid Ordinary Shares
1,000,000
40 cent options exercisable on or before 30/6/2010
George Lazarou
Executive Director
Qualifications
BCom, CA
Experience
Mr Lazarou is a qualified Chartered Accountant who has over 16 years
experience, including 5 years as a Partner with second tier firm Bentleys,
specialising in the areas of Audit, Advisory and Corporate Services. Mr
Lazarou has extensive skills in the areas of audit, corporate services, due
diligence, independent expert reports, merger & acquisitions and
valuations. Mr Lazarou also brings with him a high level of commercial
skills having worked closely with publicly listed companies in the
mining, building, engineering, environmental and construction
industries. Mr Lazarou is also a non-executive director of Cortona
Resources Ltd.
Interest in Shares
Interest in Options
350,000 Fully paid Ordinary Shares
1,000,000
40 cent options exercisable on or before 30/6/2010
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Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT (Continued)
INFORMATION ON DIRECTORS (Continued)
Eric Kong
Non-Executive Director
Qualifications
BCom, Grad Cert. Commercial Law, MBA
Experience
Mr Kong’s qualifications include a Bachelor of Arts Degree, with a
Graduate Certificate in Commercial Law, together with an MBA.
Mr Kong has extensive corporate experience in Fortune 500 companies.
He began his career as a MGM (Metro Goldwyn Meyer Inc) analyst
where he provided trend analysis and project viability studies, before
becoming the senior supply chain specialist for electronics contract
manufacturing giant Solectron Inc.
Mr Kong has also held the position of Asia Pacific regional manager for
another Fortune 500 company; Molex Inc. Mr Kong became Molex’s
youngest regional manager, and was responsible for the highly
competitive contract manufacturing division. Mr Kong was directly
responsible for strategic planning and business development in the
region. Mr Kong is an experienced international business player with
intricate knowledge of global business models, trends and high-level
expertise in both eastern and western management styles. Mr Kong was
widely recognised within the regional management team for introducing
the Paretto Principle into focus accounts and competitive strategies, and
two years later, he was named lead regional manager by Molex Far East
South Inc.
Interest in Shares
79,500 Fully paid Ordinary Shares
Directorships of other listed companies
Directorships of other listed companies held by directors in the 3 years immediately before the
end of the financial year are as follows:
Name
Xing Yan (Simon)
George Lazarou
Company
-
Cortona Resources Limited
Coziron Resources Limited
-
Period of directorship
-
Appointed 12 January 2006
22 May 2006 – 15 August 2007
-
Eric Kong
COMPANY SECRETARY
The following person has held the position of company secretary during or at the end of the
financial year:
Cecilia Chiu
Ms Chiu is a Certified Practising Accountant and holds a Bachelor of Commerce degree from
the University of Western Australia. She has more than 7 years accountancy experience. Ms
Chiu has previously worked as an auditor at Ernst & Young, and for 5 years at Ord Partners in
West Perth specializing in mining industry audit and assurance services. Ms Chiu is currently
Company Secretary of listed oil and gas explorer Sunset Energy Limited.
5
Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT (Continued)
2.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was uranium exploration.
There were no significant changes in the nature of the Company’s principal activities during the
financial year.
3.
OPERATING RESULTS
The loss of the Company after providing for income tax amounted to $240,255 (2008: loss
$76,399)
4.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or
declared by way of a dividend to the date of this report.
5.
REVIEW OF OPERATIONS
Review of Operations
1.1 Projects
AEM Survey over Pine Creek Project (EL24815) and McArthur Basin (EL25839)
Geoscience Australia has advised the Company that continued delays in completing the AEM
Survey and verifying the data will result in the final data not being available to the Company
until late in the 3rd quarter or early in the 4th quarter.
When the Company signed an agreement with Geoscience Australia for the AEM survey in
May 2008, the original timeframe for completion and receiving of the data was towards the end
of the 4th quarter of 2008. Continued delays will now have the Company receiving the data
some 12 months later than expected, severely affecting the work the Company is able to
perform before the wet season commences later in the year.
The Company, without having the benefit of the AEM survey, plans to perform further
reconnaissance exploration over the Company’s Pine Creek (EL24815) and McArthur Basin
(EL25839) tenements during September/October 2009. The program is designed to assess the
potential of several high order airborne radiometric anomalies for unconformity and sandstone
associated uranium mineralisation.
Wiso (EL25835), Dunmarra Basin (EL25838), McArthur Basin (EL25839)
The Company completed a first phase reconnaissance exploration program during October 2008
in relation to Wiso (EL25835), Dunmarra (EL25838) and the McArthur Basin (EL25839)
tenements. The program was designed to assess the potential of several high order airborne
radiometric anomalies for unconformity and sandstone associated uranium mineralisation.
The exploration program included orientation surface geochemistry and ground radiometric
surveys over the first order airborne radiometric anomalies previously identified within the
tenement area. Several priority targets in the Dunmarra tenement remain untested as were
inaccessible by vehicle.
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Annual Report 2009
United Uranium Limited
5.
REVIEW OF OPERATIONS (Continued)
DIRECTORS' REPORT (Continued)
A total of 47 soil samples and 9 rock chip samples were sent for assaying and analysed for U,
P2O5, and a suite of other indicator elements. Weakly elevated uranium assays and total count
spectrometer readings were recorded over the peaks of the airborne radiometric anomalies. The
relatively low geochemical and radiometric response over each of the anomalies traversed
indicates that the near surface potential for this style of mineralisation may be limited.
A second phase reconnaissance exploration program is scheduled to commence during
September 2009 and is designed follow up on the results obtained from the field work
conducted in October 2008.
1.2 Corporate
The Company signed a non-binding Term Sheet with Henan Provincial Non-Ferrous Metals
Geological and Mineral Resources Bureau (“Henan”) in April 2009 to enter into an arrangement
whereby Henan took a placement in the Company as well as become a joint venture partner in
the Company’s tenements in the Northern Territory.
In August 2009, the Company terminated the Term Sheet with Henan, on the basis that it was
unable to agree to suitable terms with Henan, and believed that Henan has failed to fulfil their
obligations under the Term Sheet.
The board believed that it was in the company’s best interest to terminate the Term Sheet with
Henan, and commence talking to other parties who had expressed interest in working with the
Company. The Company will keep the market informed, as and if these discussions proceed to a
more formal stage.
6.
SIGNFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company during the financial
year.
7.
AFTER BALANCE DATE EVENTS
On 12 August 2009, the Company announced that it has terminated the Term Sheet signed with
Henan Provincial Non-Ferrous Metals Geological and Mineral Resources Bureau (“Henan”) in
April 2009 as detailed in the Review of Operations above.
The financial effect of the above events has not been recognised in the financial statements.
The Directors are not aware of any other matters or circumstances that have arisen since the end
of the financial year which significantly affected or may significantly affect the operations of the
Company, the results of those operations, or the state of affairs of the Company in future
financial years.
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Annual Report 2009
United Uranium Limited
8. MEETINGS OF DIRECTORS
DIRECTORS' REPORT (Continued)
The number of directors' meetings held during the financial year each director held office during
the financial year and the number of meetings attended by each director was:
Director
Xing Yan
George Lazarou
Eric Kong
Directors Meetings
Number
Eligible to
Attend
2
2
2
Meetings
Attended
2
2
2
The Company does not have a formally constituted audit committee as the board considers that
the company’s size and type of operation do not warrant such a committee.
9.
FUTURE DEVELOPMENTS
The Company will continue its mineral exploration activity at and around its exploration
projects with the object of identifying commercial resources.
10. ENVIRONMENTAL ISSUES
The Company is aware of its environmental obligations with regards to its exploration activities
and ensures that it complies with all regulations when carrying out any exploration work. The
directors of the Company are not aware of any breach of environmental regulations for the year
under review.
The directors have considered the recently enacted National Greenhouse and Energy Reporting
Act 2007 (the NGER Act) which introduces a single national reporting framework for the
reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas
projects, and energy use and production of corporations. At the current stage of development,
the directors have determined that the NGER Act will have no effect on the company for the
current, nor subsequent financial year. The director will reassess this position as and when the
need arises.
11. REMUNERATION REPORT
Remuneration Policy
The remuneration policy of the Company has been designed to align director and executive
objectives with shareholder and business objectives by providing a fixed remuneration
component which is assessed on an annual basis in line with market rates and offering specific
long-term incentives based on key performance areas affecting the Company’s financial results.
The board believes the remuneration policy to be appropriate and effective in its ability to
attract and retain the best directors and executives to run and manage the Company.
The board’s policy for determining the nature and amount of remuneration for board members
and senior executives of the Company is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other
senior executives, was developed by the board. All executives receive a base salary (which is
based on factors such as length of service and experience) and superannuation. The board
reviews executive packages annually by reference to the Company’s performance, executive
performance and comparable information from industry sectors and other listed companies in
similar industries.
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Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT (Continued)
11. REMUNERATION REPORT (Continued)
The board may exercise discretion in relation to approving incentives, bonuses and options. The
policy is to attract the highest calibre of executives and reward them for performance that results
in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements.
The executive directors and executives receive a superannuation guarantee contribution required
by the government, which is currently 9%, and do not receive any other retirement benefits.
All remuneration paid to directors and executives is valued at the cost to the company and
expensed. Shares given to directors and executives are valued as the difference between the
market price of those shares and the amount paid by the director or executive. Options are
valued using the Black-Scholes method.
The board policy is to remunerate non-executive directors at market rates for comparable
companies for time, commitment and responsibilities. The board determines payments to the
non-executive directors and reviews their remuneration annually, based on market practice,
duties and accountability. Independent external advice is sought when required. The maximum
aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at the Annual General Meeting (currently $250,000). Fees for non-executive
directors are not linked to the performance of the Company. However, to align directors’
interests with shareholder interests, the directors are encouraged to hold shares in the company
and are able to participate in the employee option plan.
Performance based remuneration
The company has no performance based remuneration component built into director and
executive remuneration packages.
Company performance, shareholder wealth and director’s and executive’s remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders
and directors and executives. Currently, this is facilitated through the issue of options to the
majority of directors and executives to encourage the alignment of personal and shareholder
interests. The company believes the policy will be effective in increasing shareholder wealth.
For details of directors and executives interests in options at year end, refer note 15 (f) of the
financial statements.
Employment contracts of key management personnel
For details of service agreements between key management personnel and the Company, refer
note 15 of the financial statements.
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Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT (Continued)
11. REMUNERATION REPORT (Continued)
Compensation of directors and executive for the year ended 30 June 2009
SHORT-TERM BENEFITS
POST EMPLOYMENT
SHARE-BASED PAYMENT
TOTAL
Salary & Fees
Cash
Bonus
Non-
Monetary
Superannuation
Retirement
Benefits
Equity
Options
$
Directors
(Simon) Xing Yan – Non-Executive Chairman
2009
2008
58,333
50,000
George Lazarou – Executive Director
2009
2008
60,000
53,333
Eric Kong – Non-Executive Director
2009
2008
40,000
5,000
-
-
-
-
-
-
-
-
-
-
-
-
Michael Vaughan – Non-Executive Director (Resigned 15 May 2008)
2009
2008
-
40,000
-
-
-
-
Mark Fogarty – Non-Executive Director (Resigned 15 May 2008)
2009
2008
-
22,917
Executive
Cecilia Chiu – Company Secretary *
2009
2008
Total Remuneration
2009
2008
45,600
3,800
203,933
175,050
-
-
-
-
-
-
-
-
-
-
-
-
5,250
4,500
5,400
4,800
3,600
450
-
3,600
-
2,062
-
-
14,250
15,412
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
63,583
54,500
65,400
58,133
43,600
5,450
-
43,600
-
24,979
45,600
3,800
-
-
218,183
190,462
* Athena Corporate Pty Ltd, a company Ms Chiu has an interest in, receives fees from United Uranium Limited for
corporate, accounting and secretarial services.
Compensation options granted during the year ended 30 June 2009
No compensation options were granted to directors and executive during the financial year.
Performance income as a proportion of total income
No performance based bonuses have been paid to directors and executives during the financial
year.
10
Annual Report 2009
United Uranium Limited
DIRECTORS' REPORT (Continued)
12. OPTIONS
At the date of this report unissued ordinary shares of the Company under option are:
Expiry Date
Exercise Price
Number of Shares
30 June 2010
$0.40
3,000,000
20,000 ordinary shares have been issued as a result of the exercise of options during or since the
end of the financial year.
13.
INDEMNIFYING OFFICERS OR AUDITOR
During or since the end of the financial year the company has given an indemnity or entered into
an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:
The company has entered into agreements to indemnify all Directors and provide access to
documents, against any liability arising from a claim brought by a third party against the
company. The agreement provides for the company to pay all damages and costs which may be
awarded against the Directors.
The company has paid premiums to insure each of the directors against liabilities for costs and
expenses incurred by them in defending any legal proceedings arising out of their conduct while
acting in the capacity of director of the company, other than conduct involving a willful breach
of duty in relation to the company. The amount of the premium was $7,645. No indemnity has
been paid to auditors.
14. PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the company or
intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or any part of these proceedings.
The Company was not a party to any such proceedings during the year.
15. AUDITORS INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2009 has been received
and can be found on page 13 of annual report.
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Annual Report 2009
United Uranium Limited
16. NON-AUDIT SERVICES
DIRECTORS' REPORT (Continued)
The board of directors is satisfied that the provision of non-audit services performed during the
year by the Company’s auditors is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The directors are satisfied that the services
disclosed below did not compromise the external auditor’s independence for the following
reason:
• The nature of the services provided do not compromise the general principles relating to
auditors independence as set out in the APES 110 (Code of Ethics for Professional
Accountants)
• No fees were paid or payable to the auditors for non-audit services performed during the
year ended 30 June 2009.
The board of directors is satisfied that no non-audit services were performed during the year
by the Company’s auditors.
Signed in accordance with a resolution of the Board of Directors.
George Lazarou
Executive Director
Dated this 18th day of September 2009
12
To The Board of Directors
Auditor’s Independence Declaration under Section 307C of the Corporations
Act 2001
This declaration is made in connection with our audit of the financial report of United Uranium Limited for
the year ended 30 June 2009 and in accordance with the provisions of the Corporations Act 2001.
We declare that, to the best of our knowledge and belief, there have been:
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
no contraventions of the Code of Professional Conduct of the Institute of Chartered Accountants in
Australia in relation to the audit.
Yours faithfully
BENTLEYS
Chartered Accountants
CHRIS WATTS
Director
DATED at PERTH this 18th day of September 2009
Annual Report 2009
United Uranium Limited
INCOME STATEMENT
For the Year Ended 30 June 2009
Year ended
30 June 2009
Year ended
30 June 2008
Note
Revenue
Employee benefits expense
Occupancy expense
Depreciation expense
Consultancy expense
Legal and compliance
Exploration costs expensed
Impairment provision
Administration
Loss before income tax expense
Income tax expense
2
4
$
262,321
(177,583)
(27,000)
(706)
(49,011)
(59,285)
(7,777)
(161,618)
(19,596)
(240,255)
-
$
330,451
(192,980)
(28,500)
(208)
(57,663)
(46,923)
(20,456)
(48,000)
(12,120)
(76,399)
-
Net loss attributable to members
(240,255)
(76,399)
Basic earnings per share (cents per
share)
18
(0.6)
(0.2)
The accompanying notes form part of these financial statements.
14
Annual Report 2009
United Uranium Limited
BALANCE SHEET
As at 30 June 2009
Note
2009
$
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and evaluation assets
Financial assets
Plant and equipment
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provision
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated Losses
TOTAL EQUITY
5
6
7
8
9
10
11
12
13
14
2008
$
4,686,164
44,565
4,730,729
317,632
417,000
3,883
738,515
4,467,452
34,993
4,502,445
549,486
196,558
6,261
752,305
5,254,750
5,469,244
96,562
10,411
106,973
106,973
19,702
5,410
25,112
25,112
5,147,777
5,444,132
5,274,615
186,643
(313,481)
5,147,777
5,264,750
252,608
(73,226)
5,444,132
The accompanying notes form part of these financial statements.
15
Annual Report 2009
United Uranium Limited
CASH FLOW STATEMENT
For the Year Ended 30 June 2009
Year ended
30 June 2009
$
Note
Year ended
30 June 2008
$
Cash Flows from Operating Activities
- Interest received
- Payments to suppliers and employees
- Payments for exploration and evaluation
282,197
(314,831)
(177,658)
Net cash used in operating activities
19 (ii)
(210,292)
Cash Flows from Investing Activities
- Purchase of available for sale investment
- Purchase of plant and equipment
(15,000)
(3,085)
322,678
(315,309)
(136,713)
(129,344)
(349,235)
(4,091)
Net cash used in investing activities
(18,085)
(353,326)
Cash Flows from Financing Activities
- Proceeds from issue of shares and options
- Refund on share issue cost /(Payment of
share issue cost)
Net cash provided by financing activities
Net decrease in cash held
Cash at beginning of financial period
Cash at end of financial period
5
5
4,000
5,665
9,665
(218,712)
4,686,164
4,467,452
190,157
(8,085)
182,072
(300,598)
4,986,762
4,686,164
The accompanying notes form part of these financial statements
16
Annual Report 2009
United Uranium Limited
STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2009
Company
Issued
Capital
Option
Reserve
Financial
Asset
Reserves
Balance at 1 July 2007
Issue of share capital and
options
$
5,269,520
$
-
3,315
187,000
Options converted
-
(157)
Capital raising costs
(8,085)
Asset revaluation reserve
Loss for the year
-
-
-
-
-
$
-
-
-
-
65,765
Retained
Profits/
(Accumulated
Losses)
$
3,173
-
-
-
-
Total
$
5,272,693
190,315
(157)
(8,085)
65,765
-
(76,399)
(76,399)
Balance at 30 June 2008
5,264,750
186,843
65,765
(73,226)
5,444,132
Company
Issued
Capital
Option
Reserve
Balance at 1 July 2008
Options converted
Capital raising refund
Asset revaluation reserve
Loss for the year
$
5,264,750
4,200
5,665
-
-
$
186,843
(200)
-
-
-
Balance at 30 June 2009
5,274,615
186,643
Financial
Asset
Reserves
$
65,765
-
-
(65,765)
-
-
Retained
Profits/
(Accumulated
Losses)
$
(73,226)
-
-
-
Total
$
5,444,132
4,000
5,665
(65,765)
(240,255)
(240,255)
(313,481)
5,147,777
The accompanying notes form part of these financial statements
.
17
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance
with Australian Accounting Standards including Australian Accounting Interpretation, other
authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001.
The financial report covers the Company of United Uranium Limited and has been prepared in
Australian dollars. United Uranium Limited is a listed public company, incorporated and
domiciled in Australia.
Australian Accounting Standards set out accounting policies that the AASB has concluded
would result in a financial report containing relevant and reliable information about
transactions, events and conditions to which they apply. Compliance with Australian
Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards.
The following is a summary of the material accounting policies adopted by the entity in the
preparation of the financial report. The accounting policies have been consistently applied,
unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs
modified by the revaluation of selected non-current assets, financial assets and financial
liabilities for which the fair value basis of accounting has been applied.
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months or less, and
bank overdrafts. Bank overdrafts are shown within short-term borrowings in current
liabilities on the balance sheet.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of outstanding bank overdrafts.
(b) Critical Accounting Judgements, Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined based on
estimates and assumptions of future events. The key estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of certain
assets and liabilities within the next annual reporting period are:
Share based payment transactions
The Company 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 an internal valuation using Black-Scholes option pricing
model.
Exploration and evaluation costs
Acquisition, exploration and evaluation expenditure incurred is accumulated in respect of
each identifiable area of interest. These costs are carried forward in respect of an area that
has not at balance sheet date reached a stage which permits a reasonable assessment of
the existence or otherwise of economically recoverable reserves, and active and
significant operations in, or relating to, the area of interest are continuing.
18
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(b) Critical Accounting Judgements, Estimates and Assumptions (Continued)
Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any
pending or enacted environmental legislation, and the directors understanding thereof. At
the current stage of the company’s development and its current environmental impact the
directors believe such treatment is reasonable and appropriate.
Taxation
Balances disclosed in the financial statements and the notes thereto, related to taxation,
are based on the best estimates of directors. These estimates take into account both the
financial performance and position of the company as they pertain to current income
taxation legislation, and the directors understanding thereof. No adjustment has been
made for pending or future taxation legislation. The current income tax position
represents that directors’ best estimate, pending an assessment by the Australian Taxation
Office.
(c) Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing the net profit attributable to
members for the reporting period, after excluding any costs of servicing equity, by the
weighted average number of ordinary shares of the Company, adjusted for any bonus
issue.
(d) Exploration, Evaluation and Development Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect
of each identifiable area of interest. These costs are carried forward only if they relate to
an area of interest for which rights of tenure are current and in respect of which:
(i)
(ii)
such costs are expected to be recouped through successful development and
exploitation or from sale of the area; or
exploration and evaluation activities in the area have not, at balance date, reached a
stage which permit a reasonable assessment of the existence or otherwise of
economically recoverable reserves, and active operations in, or relating to, the area
are continuing.
Accumulated costs in respect of areas of interest which are abandoned are written off in
full against profit in the year in which the decision to abandon the area is made.
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.
The recoverability of the carrying amount of the exploration and evaluation assets is
dependent on the successful development and commercial exploitation, or alternatively,
sale of the respective areas of interest.
19
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where
the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In
these circumstances the GST is recognised as part of the cost of acquisition of the asset or
as part of an item of the expense. Receivables and payables in the balance sheet are
shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as a current
asset or liability in the balance sheet.
Cash flows are included in the Cash Flow Statement on a gross basis. The GST
components of cash flows arising from investing and financing activities which are
recoverable from, or payable to, the ATO are classified as operating cash flows.
(f) Impairments
At each reporting date the Company assesses whether there is any indication whether
there is any indication that an asset may be impaired. Where an indication of impairment
exists, the Company makes a formal estimate of recoverable amount. Where carrying
amount of an asset exceeds its recoverable amount the asset is considered impaired and is
written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is
determined for an individual asset, unless the asset’s value in use cannot be estimated to
be close to its fair value less costs to sell and it does not generate cash inflows that are
largely independent of those from other assets or Company assets, in which case, the
recoverable amount is determined for the cash-generating unit to which the asset belongs.
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.
(g) Income Tax
Deferred income tax is provided on all temporary differences at the balance sheet 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:
•
•
except where 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 that accounting profit nor taxable
profit or loss; and
in respect of 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 will not reverse in the foreseeable
future.
20
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g) Income Tax (Continued)
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:
•
•
except where 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
in respect of deductible temporary differences 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 balance sheet 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.
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 balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity are
not in the income statement.
(h) Issued Capital
Ordinary shares are classified as equity.
Any transaction costs arising on the issue of ordinary shares are recognised directly in
equity as a reduction of the share proceeds received.
(i) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will
flow to the Company and the revenue can be reliably measured. The following specific
recognition criteria must also be met before revenue is recognised:
Interest
Revenue is recognised as the interest accrues.
(j) Trade and Other Payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value
of consideration to be paid in the future for goods and services received, whether or not
billed to the Company.
Payables to related parties are carried at the principal amount. Interest, when charged by
the lender, is recognised as an expense on an accrual basis.
21
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(k) Trade and Other Receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at
original invoice amount less an allowance for any uncollectible amounts. An allowance
for doubtful debts is made when there is objective evidence that the Company will not be
able to collect the debts. Bad debts are written off when identified.
Receivables from related parties are recognised and carried at the nominal amount due.
Interest is taken up as income on an accrual basis.
(l) Financial Instruments
All investments are initially recognised at cost, being the fair value of the consideration
given and including acquisition charges associated with the investment.
After initial recognition, investments, which are classified as held for trading and
available-for-sale, are measured at fair value. Gains or losses on investments held for
trading are recognised in the income statement.
Gains or losses on available-for-sale investments 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 income statement.
For investments that are actively traded in organised financial markets, fair value is
determined by reference to Stock Exchange quoted market bid prices at the close of
business on the balance sheet date.
Impairment
At each reporting date, the Company assesses whether there is objective evidence that a
financial instrument has been impaired. In the case of available-for-sale financial
instruments, a prolonged decline in the value of the instrument is considered to determine
whether an impairment has arisen. Impairment losses are recognised in the income
statement.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows
expires or the asset is transferred to another party whereby the entity no longer has any
significant continuing involvement in the risks and benefits associated with the asset.
Financial liabilities are derecognised where the related obligations are discharged,
cancelled or expired. The difference between the carrying value of the financial liability
extinguished or transferred to another party and the fair value of consideration paid,
including the transfer of non-cash assets or liabilities assumed, is recognised in profit or
loss.
22
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(m) Plant and Equipment
Plant and equipment are measured on the cost basis. The carrying amount of plant and
equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of
the expected net cash flows that will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have been discounted to their present
values in determining recoverable amounts.
Depreciation
The depreciable amount of plant and equipment is depreciated on a diminishing value
basis over the asset’s useful life to the company commencing from the time the asset is
held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Furniture and Fittings
Software
Depreciation Rate
33.00%
11.25%
33.00%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
each balance sheet date. An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposals are determined by comparing proceeds
with the carrying amount. These gains and losses are included in the income statement.
When revalued assets are sold, amounts included in the revaluation reserve relating to
that asset are transferred to retained earnings.
(n) Comparatives
When required by Accounting Standards, comparative figures have been adjusted to
conform to changes in presentation for the current financial year.
(o) Employee Benefits
Provision is made for the company’s liability for employee benefits arising from services
rendered by employees to balance date. Employee benefits that are expected to be settled
within 1 year have been measured at the amounts expected to be paid when the liability is
settled. Employee benefits payable later than 1 year have been measured at the present
value of the estimated future cash outflows to be made for those benefits. Those
cashflows are discounted using market yields on national government bonds with terms to
maturity that match the expected timing of cashflows.
The financial report was authorised for issue on 18th September 2009 by the board of
directors.
23
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
2. PROFIT/(LOSS) FOR THE YEAR
Profit/(loss) before income tax has been determined after
following specific expenses:
2009
$
2008
$
Employee benefits expense
-Salary
- Exploration costs expensed
3.
AUDITORS’ REMUNERATION
Remuneration of the auditor for:
- Auditing or reviewing the financial report
4.
INCOME TAX
a.
b.
The components of tax expense comprise:
Current tax
Deferred tax
The prima facie tax expense/(benefit) on profit/(loss)
before income tax is reconciled to the income tax as
follows:
Prima facie tax expense/(benefit) on profit/(loss)
before income tax at 30%
Add:
Tax effect of:
- Revenue losses not recognised
- Foreign losses not recognised
- Other deferred tax balances not recognised
Less:
Tax effect of:
- Exploration and evaluation expenditure
deductible for income tax purposes not recognised
- Other deferred tax balances not recognised
Income tax attributable to entity
177,583
7,777
192,980
20,456
27,570
27,570
18,000
18,000
-
-
-
-
-
-
(72,077)
(22,920)
98,330
41,925
1,800
69,978
69,556
422
-
52,600
3,248
1,949
34,877
34,877
-
-
The applicable weighted average effective tax rates
are as follows:
0%
0%
24
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
4.
INCOME TAX (Continued)
c.
The following deferred tax balances at 30%
have not been recognised:
Deferred Tax Assets:
Carry forward revenue losses
Carry forward foreign losses
Capital raising costs
Provisions and accruals
Other
2009
$
2008
$
232,154
36,163
9,011
62,885
251
340,464
131,256
3,248
52,428
5,883
343
193,158
The tax benefits of the above Deferred Tax Assets will only be obtained if:
(a)
(b)
(c)
the company derives future assessable income of a nature and of an amount sufficient to
enable the benefits to be utilised;
the company continues to comply with the conditions for deductibility imposed by law;
and
no changes in income tax legislation adversely affect the company in utilising benefits.
Deferred Tax Liabilities:
At 30%:
Exploration expenditure
Financial assets
Other
164,846
-
3,135
167,981
95,290
5,329
8,785
109,404
The above Deferred Tax Liabilities have not been recognised as they have given rise to the carry
forward losses for which the Deferred Tax Asset has not been recognised.
5. CASH AND CASH EQUIVALENTS
Current
Cash at Bank
6. TRADE AND OTHER RECEIVABLES
Current
GST Receivable
Other Debtors
Prepayments
19(i)
4,467,452
4,686,164
9,809
17,354
7,830
34,993
6,897
29,170
8,498
44,565
25
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
7. EXPLORATION AND EVALUATION
ASSETS
Costs carried forward in respect of areas of
interest in:
Exploration and evaluation phases – at cost
Brought forward
Exploration expenditure capitalised during the
period
Exploration expenditure expensed/written off
At reporting date
8. FINANCIAL ASSETS
Non Current
Available for sale investments
2009
$
2008
$
549,486
317,632
231,854
-
549,486
317,632
201,375
136,713
(20,456)
317,632
196,558
417,000
Available-for-sale financial assets comprise investments in the ordinary issued capital of various
entities. There are no fixed returns or fixed maturity date attached to these investments.
The fair value of unlisted available-for-sale financial assets cannot be reliably measured as
variability in the range of reasonable fair value estimates is significant. As a result, all unlisted
investments are reflected at recoverable amounts. The fair value of unlisted available-for-sale
financial assets cannot be reliably measured as variability in the range of reasonable fair value
estimates is significant. Management has determined that the estimate of total consolidated fair
values for unlisted investments would be $2,000 at 30 June 2009. No intention to dispose of any
unlisted available-for-sale financial assets existed at 30 June 2009.
Unlisted Shares, at recoverable amount
At cost
Provision for impairment
Listed Shares, at fair value
Total Available-for-Sale Investments
9. PLANT AND EQUIPMENT
Plant and equipment at cost
Accumulated depreciation
2,000
-
2,000
194,558
194,558
196,558
7,175
(914)
6,261
50,000
(48,000)
2,000
415,000
415,000
417,000
4,091
(208)
3,883
26
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
9. PLANT AND EQUIPMENT (Continued)
(a) Movements in carrying amounts
Plant and Equipment
At beginning of reporting period
Additions
Depreciation expense
At end of reporting period
10. TRADE AND OTHER PAYABLES
Current
Trade creditors
Other creditors and accruals
11. PROVISIONS
Current
Employee benefits
12. ISSUED CAPITAL
2009
$
3,883
3,085
(706)
6,261
71,556
25,006
96,562
2008
$
-
4,091
(208)
3,883
621
19,081
19,702
10,411
5,410
37,435,789 (2008: 37,415,789) fully paid
ordinary shares of no par value
5,274,415
5,264,750
(a) Movements in fully paid ordinary shares on issue:
At the beginning of the reporting period
Shares issued during the period:
Option conversions on 17 June 2009
Capital raising (costs)/ refund
At reporting date
2009
2008
$
Number
5,264,750 37,415,789
$
Number
5,269,520 37,400,003
4,200
20,000
3,315
15,786
5,665
-
5,274,615 37,435,789
(8,085)
5,264,750
-
37,415,789
27
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
12. ISSUED CAPITAL (Continued)
(b) Terms of Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in
proportion to the number of shares held and in proportion to the amount paid up on the shares
held.
At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up
amount of the share when a poll is called, otherwise each shareholder has one vote on a show of
hands.
(c) Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a
going concern, so that it may continue to provide returns for shareholders and benefits for other
stakeholders.
Due to the nature of the Company’s activities, being mineral exploration, it does not have ready
access to credit facilities, with the primary source of funding being equity raisings. Accordingly,
the objective of the Company’s capital risk management is to balance the current working
capital position against the requirements of the company to meet exploration programmes and
overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating
requirements, with a view to initiating appropriate capital raisings as required.
The working capital position of the Company at 30 June 2009 and 30 June 2008 are as follows:
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through Profit
and Loss
Trade and other payables
Working capital position
2009
$
4,467,452
34,993
196,558
(96,562)
4,602,441
2008
$
4,686,164
44,565
417,000
(19,702)
5,128,027
28
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
13. RESERVES
(a) Option reserve
(b) Financial assets reserve
(a) Options reserve
Movements in options on issue:
2009
$
186,643
-
186,643
2008
$
186,843
65,765
252,608
At the beginning of the reporting period
186,843
21,684,215
-
3,000,000
2009
$
Number
$
Number
2008
Options issued during the period:
Options exercisable at 40 cents on or
before 30 June 2010 for nil consideration
Options exercisable at 20 cents on or
before 30 June 2009 at $0.01 each
Options converted
Options expired
At reporting date
Terms of Options
-
-
-
-
-
(200)
-
186,643
-
(20,000)
(18,664,215)
3,000,000
187,000
(157)
-
18,700,001
(15,786)
-
186,843 21,684,215
At the end of reporting year, there are 3,000,000 options over unissued shares as follows:
•
3,000,000 unlisted options exercisable at 40 cents on or before 30 June 2010
(b) Financial assets reserve
2009
$
-
2008
$
65,765
The financial asset reserve records revaluations of non-current financial assets.
14. ACCUMULATED LOSSES
Retained earnings/(Accumulated losses) at
the beginning of the reporting period
Net (loss) attributable to members
Accumulated losses at the end of the
reporting period
(73,226)
(240,255)
(313,481)
3,173
(76,399)
(73,226)
29
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
15. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Details of key management personnel
The following persons are key management personnel of the Company during the financial
year:-
Directors
Xing Yan (Simon)
George Lazarou
Eric Kong
Executive Chairman
Executive Director
Non-Executive Director
(b) Remuneration policy of key management personnel
The objective of the Company’s executive reward framework is set to attract and retain the
most qualified and experienced directors and senior executives. The board ensures that
executive reward satisfies the following key criteria for good reward governance practices:
•
•
•
•
Competitiveness
Acceptability to shareholders
Performance linkage
Capital management
Directors’ fees
A director may be paid fees or other amounts as the directors determine where a director
performs special duties or otherwise performs services outside the scope of the ordinary duties
of a director. A director may also be reimbursed for out of pocket expenses incurred as a result
of their directorship or any special duties.
Service agreements
Pursuant to an agreement executed on 21 March 2007, George Lazarou will be paid $120,000
per annum plus superannuation on a pro-rata basis, for providing services to the company as
an Executive Director. The agreement may be terminated by either party by providing 3
months written notice and upon payment of any outstanding fees for services rendered.
Pursuant to an agreement executed on 1 May 2009, Xing Yan (Simon) will be paid $100,000
per annum plus superannuation, for providing services to the company as an Executive
Chairman. The agreement may be terminated by either party by providing 3 months written
notice and upon payment of any outstanding fees for services rendered.
Pursuant to an agreement executed on 15 May 2008, Eric Kong will be paid $40,000 per
annum plus superannuation, for providing services to the company as a Non-executive
Director. The agreement may be terminated by either party by providing 3 months written
notice and upon payment of any outstanding fees for services rendered.
30
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
15.
KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)
(c) Compensation of key management personnel by individual
Compensation details of key management personnel have been disclosed in the Directors’
Report.
The totals of remuneration paid to directors of the company during the year are as follows:
2008
$
171,250
15,412
-
-
-
186,662
Salary and fees
Superannuation
Other long-term benefits
Termination benefits
Share-based payments
158,333
14,250
-
-
-
172,583
2009
$
(d) Compensation options: Granted and vested during the year
There were no compensation options granted to key management personnel of the Company
during the year.
(e) Shares issued on exercise of compensation options
There were no shares issued on exercise of compensation options during the year.
(f) Option holdings of key management personnel
2009
Balance at
01.07.08
Granted as
Remuneration
Exercised/Ex
pired
Bought
& (Sold)
Balance at
30.06.09
Total
Vested at
30.06.09
Total
Exercisable
at 30.06.09
Total
Unexercisable
at 30.06.09 (ii)
Xing Yan
(Simon)
2,825,000
George Lazarou
1,175,000
Eric Kong
39,750
4,039,750
-
-
-
-
(1,825,000)
(175,000)
(39,750)
(2,039,750)
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
-
-
2,000,000
2,000,000
-
-
-
-
1,000,000
1,000,000
-
2,000,000
2008
Balance at
01.07.07
Granted
as
Remuneration
Exercised
Bought &
(Sold) (i) &
(ii)
Balance at
30.06.08
Total
Vested at
30.06.08
Total
Exercisable
at 30.06.08
Totals
Unexercisable
at 30.06.08 (ii)
Xing Yan (Simon)
1,000,000
George Lazarou
1,000,000
Eric Kong*
-
Michael Vaughan**
1,000,000
Mark Fogarty**
-
3,000,000
-
-
-
-
-
-
-
-
-
-
-
-
1,825,000
2,825,000
2,825,000
1,825,000
175,000
1,175,000
1,175,000
39,750
39,750
39,750
175,000
1,175,000
1,175,000
75,000
75,000
75,000
175,000
39,750
175,000
75,000
1,000,000
1,000,000
-
1,000,000
-
2,289,750
5,289,750
5,289,750
2,289,750
3,000,000
(i) These options were subscribed to as part of a non-renounceable issue.
(ii) These options were issued to directors as promoters of the Company. Promoter options are escrowed for 24 months
from date of listing of the Company on the ASX.
*Appointed 15 May 2008
** Resigned 15 May 2008
31
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
15.
KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)
(g) Shareholdings of key management personnel
2009
Xing Yan (Simon)
George Lazarou
Eric Kong
2008
Balance at
01.07.08
Granted as
Remuneration
On Exercise of
Options
Bought &
(Sold)
Balance at
30.06.09
3,650,000
350,000
79,500
4,079,500
-
-
-
-
-
-
-
-
-
-
-
-
3,650,000
350,000
79,500
4,079,500
Balance at
01.07.07
Granted as
Remuneration
On Exercise of
Options
Bought &
(Sold)
Balance at
30.06.08
Xing Yan (Simon)
3,650,000
George Lazarou
Eric Kong*
Michael Vaughan**
Mark Fogarty**
*Appointed 15 May 2008
** Resigned 15 May 2008
350,000
79,500
350,000
150,000
4,579,500
-
-
-
-
-
-
(h) Loans to key management personnel
-
-
-
-
-
-
-
-
-
-
-
-
3,650,000
350,000
79,500
350,000
150,000
4,579,500
No loans were made to key management personnel of the company during the financial year.
(i) Other transactions and balances with key management personnel
There has been no other related transaction with key management personnel during the year
ended 30 June 2009.
16. RELATED PARTY DISCLOSURES
Key management personnel
Disclosures relating to key management personnel are set out in note 15 and the Directors’ Report.
17. FINANCIAL INSTRUMENTS
(i) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial instruments comprise cash and short term deposits. The
main purpose of the financial instruments is to earn the maximum amount of interest at a low
risk to the Company. The Company also has other financial instruments such as trade debtors
and creditors which arise directly from its operations. For the year under review, it has been the
Company’s policy not to trade in financial instruments
The directors’ overall risk management strategy seeks to assist the Company in meeting its
financial targets, whilst minimising potential adverse effects on financial performance.
32
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
17. FINANCIAL INSTRUMENTS (Continued)
Risk management policies are approved and reviewed by the Board of Directors on a regular
basis. These include the credit risk policies and future cash flow requirements
Financial Risk Exposures and Management
The main risks arising from the Company’s financial instruments are interest rate risk and credit
risk. The board reviews and agrees policies for managing each of these risks and they are
summarised below:
(a)
Foreign Currency Risk
The company is not exposed to fluctuations in foreign currencies.
(b)
Interest Rate Risk
The Company is exposed to movements in market interest rates on short term
deposits. The policy is to monitor the interest rate yield curve out to 120 days to
ensure a balance is maintained between the liquidity of cash assets and the interest rate
return. The Company does not have short or long term debt, and therefore this risk is
minimal.
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Company. The Company has adopted the
policy of only dealing with credit worthy counterparties and obtaining sufficient
collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults.
The Company does not have any significant credit risk exposure to any single
counterparty or any Company of counterparties having similar characteristics. The
carrying amount of financial assets recorded in the financial statements, net of any
provisions for losses, represents the Company’s maximum exposure to credit risk.
(d) Liquidity Risk
The Company manages liquidity risk by monitoring forecast cash flows. The
Company does not have any significant liquidity risk as the Company does not have
any collateral debts.
(e) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates,
interest rates and equity prices will affect the Company’s income or the value of its
holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while
optimising the return.
33
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
17. FINANCIAL INSTRUMENTS (Continued)
(ii) FINANCIAL INSTRUMENT COMPOSITION AND MATURITY ANALYSIS
The table below reflects the undiscounted contractual settlement terms for financial
instruments of a fixed period of maturity, as well as management’s expectations of the
settlement period for all other financial instruments. As such, the amounts might not reconcile
to the balance sheet.
2009
Financial Assets
Cash at bank
Trade & other
receivables
Available for sale
investment
Weighted Average
Interest Rate
Financial Liabilities
Trade & other
creditors
Weighted Average
Interest Rate
2008
Financial Assets
Cash at bank
Trade & other
receivables
Available for sale
investment
Weighted Average
Interest Rate
Financial Liabilities
Trade & other
creditors
Weighted Average
Interest Rate
Floating
interest
rate
$
Fixed interest maturing in
over 1
year less
than 5
$
more
than 5
years
$
1 year or
less
$
33,054
4,434,398
-
-
-
33,054
-
4,434,398
2.84%
3.06%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Floating
interest
rate
$
Fixed interest maturing in
over 1
year less
than 5
$
1 year or
less
$
more
than 5
years
$
-
-
-
-
-
-
-
-
119,605
4,566,559
-
-
-
119,605
-
4,566,559
6.59%
7.56%
-
-
-
-
-
-
34
Non-Interest
bearing
$
Total
$
-
4,467,452
34,993
34,993
196,558
231,551
196,558
4,699,003
96,562
96,562
96,562
96,562
Non-Interest
bearing
$
Total
$
-
4,686,164
44,565
44,565
417,000
461,565
417,000
5,147,729
19,702
19,702
19,702
19,702
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
17. FINANCIAL INSTRUMENTS (Continued)
Trade and sundry payables are expected to be paid as
follows:
Less than 6 months
2009
$
96,562
96,562
2008
$
19,702
19,702
(iii) NET FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The carrying amount of cash and cash equivalents approximates fair value because of their
short-term maturity.
Listed investments have been valued at the quoted market bid price at balance date, adjusted for
transaction costs expected to be incurred. For unlisted investments where there is no organised
financial market, the net fair value has been based on a reasonable estimation of the underlying
net assets or discounted cash flows of the investment.
Net fair value of financial assets:
African United Limited (Unlisted)
Bannerman Resources Limited
2009
$
2,000
194,558
196,558
2008
$
2,000
415,000
417,000
(iv) INTEREST RATE SENSITIVITY ANALYSIS
At 30 June 2009, the effect on loss and equity as a result of changes in the interest rate, with all other
variable remaining constant would be as follows:
CHANGE IN PROFIT/(LOSS)
Increase in interest rate by 2%
Decrease in interest rate by 2%
CHANGE IN EQUITY
Increase in interest rate by 2%
Decrease in interest rate by 2%
2009
$
2008
$
(151,567)
(328,943)
18,105
(164,557)
5,236,465
5,059,089
5,535,463
5,352,801
The above interest rate sensitivity analysis has been performed on the assumption that all other
variables remain unchanged.
35
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
17. FINANCIAL INSTRUMENTS (Continued)
(v) PRICE SENSITIVITY ANALYSIS
Management believes the estimated fair values resulting from the valuation of listed investments
and recorded in the balance sheet and the related changes in fair values recorded in the income
statement are reasonable and the most appropriate at balance sheet date. At 30 June 2009, the
effect on loss as a result of changes in the share price of listed investment, with all other variables
remaining constant would be as follows:
CHANGE IN PROFIT/(LOSS)
Increase in fair value of investment by 10%
Decrease in fair value of investment by 10%
18.
EARNINGS PER SHARE
2009
$
2008
$
(220,799)
(259,711)
(34,899)
(117,899)
2009
$
2008
$
(a) Loss used in the calculation of basic earnings per share
(240,255)
(76,399)
(b) Weighted average number of ordinary shares
outstanding during the reporting period used in
calculation of basic earnings per share:
Number of
shares
Number of
shares
37,435,789
37,412,523
19. CASH FLOW INFORMATION
(i) Reconciliation of cash and cash equivalent:-
2009
$
2008
$
Cash on Bank
4,467,452
4,686,164
(ii) Reconciliation of cash flows from operating
activities with profit /(loss) after income tax
Loss after income tax
Exploration expenditure written off
Depreciation expense
Impairment write down
Cash flows not included in Profit/(Loss)
- Payments for exploration and evaluation
Changes in assets and liabilities
- (Increase)/ Decrease in trade and other receivables
- Increase/(Decrease) in trade and other payables
- Increase in provisions
(240,255)
-
706
161,618
(76,399)
20,456
208
48,000
(223,794)
(136,713)
9,572
76,860
5,001
12,643
(2,619)
5,080
Net cash (outflows) from Operating Activities
(210,292)
(129,344)
36
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
19. CASHFLOW INFORMATION (Continued)
(iii) Non-cash financing and investing activities
No non-cash financing and investing activities have occurred during the year ended 30 June
2009
20. SEGMENT INFORMATION
The Company operates predominantly in one geographical segment, being Australia and in one
industry, mineral exploration.
21. EVENTS SUBSEQUENT TO REPORTING DATE
On 12 August 2009, the Company announced that it has terminated the Term Sheet signed with
Henan Provincial Non-Ferrous Metals Geological and Mineral Resources Bureau (“Henan”) in
April 2009 as detailed in the Review of Operations.
The financial effect of the above events has not been recognised in the financial statements.
The Directors are not aware of any other matters or circumstances that have arisen since the end
of the financial year which significantly affected or may significantly affect the operations of the
Company, the results of those operations, or the state of affairs of the Company in future
financial years.
22. CONTINGENT LIABILITIES
In the opinion of the directors there were no contingent liabilities at 30 June 2009, and the
interval between 30 June 2009 and the date of this report
23. COMMITMENTS
(a) Exploration commitments
The Company will have minimum obligations pursuant to the terms and conditions of
prospective tenement licenses in the forthcoming year of exploration and rental commitments as
detailed below. These obligations are capable of being varied from time to time, in order to
maintain current rights to tenure to mining tenements.
Within 1 year
(b) Lease expenditure commitments
Exploration Commitment
261,000
Rental Commitment
12,940
There is one operating lease being a rental lease on the Company’s premises. The rental lease
expires on 30 November 2009. The minimum obligations for the forthcoming year are $10,000.
37
Annual Report 2009
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2009
24. CHANGE IN ACCOUNTING POLICY
The AASB has issued new, revised and amended standards and interpretations that have mandatory
application dates for future reporting periods. The Company has decided against early adoption of
these standards. A discussion of those future requirements and their impact on the Company
follows:
• AASB 8: Operating Segments and AASB 2007-3: Amendments to Australian Accounting Standards
arising from AASB 8 [AASB 5, AASB 6, AASB 102, AASB 107, AASB 119, AASB 127, AASB
134, AASB 136, AASB 1023 & AASB 1038] (applicable for annual reporting periods commencing
from 1 January 2009). AASB 8 replaces AASB 114 and requires identification of operating segments
on the basis of internal reports that are regularly reviewed by the Board for the purposes of decision
making. While the impact of this standard cannot be assessed at this stage, there is the potential for
more segments to be identified. Given the lower economic levels at which segments may be defined,
and the fact that cash generating units cannot be bigger than operating segments, impairment
calculations may be affected. Management does not presently believe impairment will result
however.
• AASB 101: Presentation of Financial Statements, AASB 2007-8: Amendments to Australian
Accounting Standards arising from AASB 101, and AASB 2007-10: Further Amendments to
Australian Accounting Standards arising from AASB 101 (all applicable to annual reporting periods
commencing from 1 January 2009). The revised AASB 101 and amendments supersede the previous
AASB 101 and redefines the composition of financial statements including the inclusion of a
statement of comprehensive income. There will be no measurement or recognition impact on the
Company. If an entity has made a prior period adjustment or reclassification, a third balance sheet as
at the beginning of the comparative period will be required.
• AASB 123: Borrowing Costs and AASB 2007-6: Amendments to Australian Accounting Standards
arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and
Interpretations 1 & 12] (applicable for annual reporting periods commencing from 1 January 2009).
The revised AASB 123 has removed the option to expense all borrowing costs and will therefore
require the capitalisation of all borrowing costs directly attributable to the acquisition, construction
or production of a qualifying asset. Management has determined that there will be no effect on the
Company as a policy of capitalising qualifying borrowing costs has been maintained by the
Company.
• AASB 2008-1: Amendments to Australian Accounting Standard – Share-based Payments: Vesting
Conditions and Cancellations [AASB 2] (applicable for annual reporting periods commencing from 1
January 2009). This amendment to AASB 2 clarifies that vesting conditions consist of service and
performance conditions only. Other elements of a share-based payment transaction should therefore
be considered for the purposes of determining fair value. Cancellations are also required to be
treated in the same manner whether cancelled by the entity or by another party.
38
Annual Report 2009
United Uranium Limited
DIRECTORS' DECLARATION
The directors of the company declare that:
1.
the financial statements and notes, as set out on pages 14 to 38 are in accordance with the
Corporations Act 2001:
(a) comply with Accounting Standards and the Corporations Regulations 2001; and
(b) give a true and fair view of the financial position as at 30 June 2009 and of the
performance for the year ended on that date of the Company; and
2.
the Chief Executive Officer and Chief Financial Officer have each declared that:
(a)
the financial records of the company for the financial year have been properly
maintained in accordance with section 286 of the Corporations Act 2001;
(b) the financial statements and notes for the financial year comply with the Accounting
Standards; and
(c)
the financial statements and notes for the financial year give a true and fair view.
3.
in the directors’ opinion there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors and is
signed for and on behalf of the directors by:
George Lazarou
Executive Director
Dated this 18th day of September 2008
39
Independent Auditor’s Report
To the Members of United Uranium Limited
We have audited the accompanying financial report of United Uranium Limited (the company), which
comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in
equity and cash flow statement for the year ended on that date, a summary of significant accounting
policies and other explanatory notes and the directors’ declaration of the company.
Directors Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial
report in accordance with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining
internal control relevant to the preparation and fair presentation of the financial report that is free from
material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the
directors also state, in accordance with Accounting Standards AASB 101: Presentation of Financial
Statements, that compliance with the Australian equivalents to International Financial Reporting
Standards (IFRS) ensures that the financial report, comprising the financial statements and notes,
complies with IFRS.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. These Auditing Standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit
to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor’s 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 control relevant to the entity’s preparation
and fair presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
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 followed applicable independence requirements of Australian professional
ethical pronouncements and the Corporations Act 2001.
Independent Auditor’s Report
To the Members of United Uranium Limited (Continued)
Auditor's Opinion
In our opinion:
a. The financial report of United Uranium Limited is in accordance with the Corporations Act 2001, including:
i.
ii.
giving a true and fair view of the company’s financial position as at 30 June 2009 and of its performance for the year
ended on that date; and
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
b. The financial report also complies with International Financial Reporting Standards as disclosed in Note 1
Report on the Remuneration Report
We have audited the Remuneration Report included within the report of the directors for the year ended 30 June 2009. The
directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on
our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of United Uranium Limited for the year ended 30 June 2009, complies with
section 300A of the Corporations Act 2001.
BENTLEYS
Chartered Accountants
CHRIS WATTS
Director
DATED at PERTH this 18th day of September 2009
Annual Report 2009
United Uranium Limited
CORPORATE GOVERNANCE
The Company is committed to implementing the highest standards of corporate governance. In
determining what those high standards should involve the Company has turned to the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations. The Company is
pleased to advise that the Company’s practices are largely consistent with those ASX guidelines. As
consistency with the guidelines has been a gradual process, where the Company did not have certain
policies or committees recommended by the ASX Corporate Governance Council (the Council) in
place during the reporting year, we have identified such policies or committees.
Where the Company’s corporate governance practices do not correlate with the practices
recommended by the Council, the Company is working towards compliance however it does not
consider that all the practices are appropriate for the Company due to the size and scale of Company
operations. A checklist summarising the Company’s compliance with the Recommendations is also set
out at the end of this statement.
Details of all of the recommendations can be found on the ASX Corporate Governance Council’s
website at http://www.asx.com.au/supervision/governance/index.htm.
Principle 1: Lay Solid Foundations for Management and Oversight
Board Charter
The Board is accountable to shareholders for the performance of the Company. The Board operates
under the Board Charter that details its functions, responsibilities and powers and those delegated to
management.
On appointment, non-executive directors receive formal letters of appointment setting out the terms
and conditions of appointment. The formal letter of appointment covers the matters referred to in the
guidance and commentary for Recommendation 1.1. Executive directors are employed pursuant to
employment agreements.
To assist the Board carry out its functions, it has developed a Code of Conduct to guide the Directors,
the Chief Executive Officer, the Chief Financial Officer and other key executives in the performance
of their roles.
Principle 2: Structure the Board to Add Value
Composition of the Board
The Board consists of an executive chairman, an executive director, and one non-executive director.
Details of their skills, experience and expertise and the period of office held by each director have
been included in the Directors’ Report. The number of board meetings and the attendance of the
directors are set out in the Directors’ Report.
The roles of Chairman and the Managing Director are not exercised by the same individual. The role
of Managing Director is carried out by Executive Director, Mr Lazarou. The Board Charter
summarises the roles and responsibilities of the Chairman, Mr Yan and the Managing Director, Mr
Lazarou.
Independence of non-executive directors and the Chairman of the Board
The Board has assessed the independence of the non-executive director and the Chairman using
defined criteria of independence and materiality consistent with the guidance and commentary for
Recommendation 2.1. The Chairman, Mr Yan does not satisfy the tests of independence as detailed in
the Recommendations.
Although Mr Kong holds 79,500 fully paid ordinary shares in the Company, the Board considers this
immaterial. He is regarded as independent as Mr Kong is not a substantial shareholder as defined by
the Corporations Act.
42
Annual Report 2009
United Uranium Limited
The Company is at variance with Recommendations 2.1 and 2.2 in that the majority of directors are
not independent and the Chairman is not independent. The Board has determined that the composition
of the current Board represents the best mix of directors that have an appropriate range of
qualifications and expertise, can understand and competently deal with current and emerging business
issues and can effectively review and challenge the performance of the company. Furthermore, each
individual member of the Board is satisfied that whilst the Company may not comply with
Recommendations 2.1 and 2.2, all directors bring an independent judgment to bear on Board
decisions.
Nomination and Remuneration Committee
The Company does not have an existing Nomination and Remuneration Committee as recommended
in Recommendation 2.4. As the whole Board only consists of three (3) members, it would not be a
more efficient mechanism than the full Board for focusing the Company on specific issues.
The responsibilities of a Nomination and Remuneration Committee would include devising criteria for
Board membership, regularly reviewing the need for various skills and experience on the Board and
identifying specific individuals for nomination as Directors for review by the Board. Currently the
Board as a whole performs this role.
Board renewal and succession planning
The appointment of directors is governed by the Company’s Constitution and the Appointment and
Selection of New Directors policy. In accordance with the Constitution of the Company, no director
except a Managing Director shall hold office for a continuous period in excess of three years or past
the third annual general meeting following the director's appointment, whichever is the longer, without
submitting for re-election. The Company has not adopted a policy in relation to the retirement or
tenure of directors.
The appointment of the Company Secretary is a matter for the Board. Information on the skills,
experience and qualifications of the Company Secretary can be found in the Directors’ Report.
Evaluation of the performance of the Board, its committees and individual directors
The performance of the Board and individual directors are evaluated in accordance with the
Performance Evaluation Policies introduced via Board Charter on 1 March 2007. The objective of this
evaluation will be to provide best practice corporate governance to the Company. Board Performance
Evaluation Policy is available at the Company’s website.
Induction and education
When appointed to the Board, a new director will receive an induction appropriate to their experience.
Directors may participate in continuing education to update and enhance their skills and knowledge
from time to time, as considered appropriate.
Access to information and advice
Directors are entitled to request and receive such additional information as they consider necessary to
support informed decision-making. The Board also has a policy under which individual directors and
Board committees may obtain independent professional advice at the Company’s expense in relation
to the execution of their duties, after consultation with the Chairman.
PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING
Code of Conduct
The Board has adopted a Code of Conduct which applies to all directors and officers of the Company.
It sets out United Uranium’s commitment to successfully conducting the business in accordance with
all applicable laws and regulations while demonstrating and promoting the highest ethical standards.
The Code of Conduct reflects the matters set out in the commentary and guidance for
Recommendation 3.1.
43
Annual Report 2009
United Uranium Limited
Securities Trading Policy
The Dealing Rules for Employees and Directors sets out the rules relating to dealings by employees
and directors in securities issued by the Company. Directors and employees may only trade in the
Company’s securities during prescribed trading windows and only then if they are not in possession of
inside information. All directors and employees are required to seek approval before trading in the
Company’s securities during the trading windows.
The Code of Conduct and a summary of the Dealing Rules for Employees and Directors are available
on United Uranium’s website.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Audit Committee
Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit
Committee. Below is a summary of the role and responsibilities of an Audit Committee.
The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting
and overseeing the independence of the external auditors.
As the whole Board only consists of three (3) members, the Company does not have an audit
committee because it would not be a more efficient mechanism than the full Board for focusing the
Company on specific issues and an audit committee cannot be justified based on a cost-benefit
analysis. However, in accordance with the ASX Listing Rules, the Company is moving towards
establishing an audit committee consisting primarily of Independent Directors.
In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities
usually delegated to the audit committee to ensure the integrity of the financial statements of the
Company and the independence of the external auditor.
The Audit Committee or as at the date of this report the full Board of the Company reviews the
audited annual and half-yearly financial statements and any reports which accompany published
financial statements and recommends their approval to the members.
The Audit Committee or as at the date of this report the full Board of the Company is also responsible
for establishing policies on risk oversight and management.
External auditor
The Audit and Risk Committee or as at the date of this report the full Board of the company reviews
the external auditor’s terms of engagement and audit plan, and assesses the independence of the
external auditor. The current practice, subject to amendment in the event of legislative change, is for
the rotation of the engagement partner to occur every five years.
The Company’s independent external auditor is Bentley’s Audit and Corporate Advisory (WA) Pty
Ltd (“Bentley’s”). The appointment of Bentley’s was ratified by members at the Annual General
Meeting held on 26 November 2008.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
The Continuous Disclosure Policy sets out the key obligations of the directors and employees in
relation to continuous disclosure as well as the Company’s obligations under the Listing Rules and the
Corporations Act. The Policy also provides procedures for internal notification and external
disclosure, as well as procedures for promoting understanding of compliance with the disclosure
requirements for monitoring compliance. The Board has designated the Company Secretary as the
person responsible for overseeing and coordinating disclosure of information to the ASX as well as
communicating with the ASX.
44
Annual Report 2009
United Uranium Limited
The Policy reflects the matters set out in the commentary and guidance for Recommendation 5.1.
The Continuous Disclosure Policy is available on United Uranium’s website.
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
The Shareholder Communications Policy sets out the Company’s aims and practices in respect of
communicating with both current and prospective shareholders. The Policy reinforces the Company’s
commitment to promoting investor confidence by requiring:
(m) compliance with the continuous disclosure obligations;
(n) compliance with insider trading laws;
(o) compliance with financial reporting obligations;
(p) compliance with shareholder meeting requirements, including the provision of an
opportunity for shareholders and other stakeholders to hear from and put questions to the
Board, management and auditor of the Company;
(q) communication with shareholders in a clear, regular, timely and transparent manner; and
(r) response to shareholder queries in a prompt and courteous manner.
The Policy reflects the matters set out in the commentary and guidance for Recommendation 6.1.
The Shareholder Communications Policy is available on United Uranium’s website.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Risk Management Policy
United Uranium recognises that risk is inherent to any business activity and that managing risk
effectively is critical to the immediate and future success of the Company. As a result, the Board has
adopted a Risk Management Policy which sets out the Company’s system of risk oversight,
management of material business risks and internal control.
Risk oversight
The Board’s Charter clearly establishes that it is responsible for ensuring there is a sound system for
overseeing and managing risk. As the whole Board only consists of three (3) members, the Company
does not have a Risk Management Committee because it would not be a more efficient mechanism
than the full Board for focusing the Company on specific issues. At the date of this report the full
Board of the Company is responsible for establishing policies on risk oversight and management.
Reporting and assurance
In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities
usually delegated to the audit committee to ensure the integrity of the financial statements of the
Company and the independence of the external auditor.
As detailed in responsibilities of the Audit Committee the full Board of the Company reviews the
audited annual and half-yearly financial statements and any reports which accompany published
financial statements and recommends their approval to the members.
The Audit Committee or as at the date of this report the full Board of the Company is also responsible
for establishing policies on risk oversight and management.
The Risk Management Policy is available on the United Uranium website.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has delegated responsibilities in relation to the
Company’s remuneration policies as set out in the Nomination and Remuneration Committee Charter.
The Charter reflects the matters set out in the commentary and guidance for Recommendation 8.1.
45
Annual Report 2009
United Uranium Limited
As the whole Board only consists of three (3) members, the Company does not have a Nomination and
Remuneration Committee because it would not be a more efficient mechanism than the full Board for
focusing the Company on specific issues. The responsibilities of a Nomination and Remuneration
Committee are currently carried out by the board.
Non-executive directors’ remuneration policy
The structure of non-executive directors’ remuneration is clearly distinguished from that of executives.
Remuneration for non-executive directors is fixed. Non-Executive Directors are to be paid their fees
out of the maximum aggregate amount approved by shareholders for the remuneration of Non-
Executive Directors. Non-Executive Directors do not receive performance based bonuses and do not
participate in equity schemes of the Company.
Non-Executive Directors are entitled to but not necessarily paid statutory superannuation.
Executive directors’ remuneration policy
As noted previously, executive directors are employed pursuant to employment agreements.
Summaries of these employment agreements are set out in the Remuneration Report.
Further details regarding the remuneration arrangements of the Company are set out in the
Remuneration Report.
The checklist below summarises the Company’s compliance with the Recommendations.
Principles Recommendations
Compliance
Reference/
Explanation
Yes/No
Pr 1
Lay solid foundations for management and oversight
Rec 1.1
Rec 1.2
Rec 1.3
Companies should establish the functions reserved to the board
and those delegated to senior executives and disclose the
functions.
Companies should disclose the process for evaluation the
performance of senior executives.
Companies should provide the information indicated in the
Guide to reporting to Principle 1.
Pr 2
Structure the board to add value
Rec 2.1
A majority of the board should be independent directors.
Rec 2.2
The Chairman should be an independent director.
Rec 2.3
The roles of chairman and chief executive officer should not
be exercised by the same individual.
Rec 2.4
The board should establish a nomination committee
Rec 2.5
Companies should disclose the process of evaluating the
performance of the board, its committees and individual
directors.
Yes
Yes
Yes
No
No
Yes
No
Yes
Website and
Page 42
Website and
Page 42
Website and
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Website and
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Website and
Page 42
Website and
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Website and
Page 43
Website and
Page 43
46
Annual Report 2009
United Uranium Limited
Principles Recommendations
Rec 2.6
Companies should provide the information indicated in the
Guide to reporting to Principle 2
Pr 3
Promote ethical and responsible decision making
Compliance
Reference/
Explanation
Yes/No
Yes
Website and
Page 43
Rec 3.1
Companies should establish a code of conduct and disclose the
code or a summary of the code as to:
Yes
Website and
Page 43
-
-
-
the practices necessary to maintain confidence in the
company’s integrity
the practices necessary to take account of their legal
obligations
their
and
stakeholders; and
expectations of
reasonable
the responsibility and accountability of individuals for
reporting and investigating reports of unethical practices.
Rec 3.2
Companies should establish a policy concerning trading in
company securities by directors, officers and employees and
disclose the policy or a summary of that policy.
Yes
Website and
Page 44
Rec 3.3
Companies should provide the information indicated in the
Guide to reporting on Principle 3.
Pr 4
Safeguard integrity in financial reporting
Rec 4.1
The board should establish an audit committee.
Rec 4.2
The audit committee should be structured so that it:
- consists only of non-executive directors;
- consists of a majority of independent directors;
- is chaired by an independent chair, who is not the chair of the
board; and
- has at least three members.
No
No
Website and
Page 44
Website and
Page 44
Rec 4.3
The audit committee should have a formal charter.
Rec 4.4
Companies should provide the information indicated in the
Guide to reporting on Principle 4.
Yes
Yes
Website and
Page 44
Website and
Page 44
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Annual Report 2009
United Uranium Limited
Principles Recommendations
Pr 5
Make timely and balanced disclosure
Rec 5.1
Companies should establish written policies designed to ensure
compliance with ASX Listing Rule disclosure requirements
and to ensure accountability at a senior level for that
compliance and disclose those policies or a summary of those
policies.
Compliance
Reference/
Explanation
Yes/No
Yes
Website and
Page 44,45
Rec 5.2
Companies should provide the information indicated in the
Guide to reporting on Principle 5.
Yes
Website and
Page 44,45
Pr 6
Respect the rights of shareholders
Rec 6.1
Companies should design a communications policy for
promoting effective communication with shareholders and
encouraging their participation at general meetings and
disclose their policy or a summary of that policy.
Yes
Website and
Page 45
Rec 6.2
Company should provide the information indicated in the
Guide to reporting on Principle 6.
Yes
Website and
Page 45
Pr 7
Recognise and manage risk
Rec 7.1
Rec 7.2
Rec 7.3
Companies should establish policies for the oversight and
management of material business risks and disclose a summary
of those policies.
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 has received assurance
from the chief executive officer (or equivalent) and the chief
financial officer (or equivalent) that the declaration provided in
accordance with section 295A of the Corporations Act is
founded on a sound system of risk management and internal
control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
Yes
Yes
Website and
Page 45
Website and
Page 45
Yes
Website and
Page 45
Rec 7.4
Companies should provide the information indicated in the
Guide to reporting on Principle 7.
Yes
Website and
Page 45
48
Annual Report 2009
United Uranium Limited
Principles Recommendations
Pr 8
Remuneration fairly and responsibly
Rec 8.1
The board should establish a remuneration committee.
Rec 8.2
Companies should clearly distinguish the structure of non-
executive directors’ remuneration from that of executive
directors and senior executives.
Rec 8.3
Companies should provide the information indicated in the
Guide to reporting on Principle 8.
Compliance
Reference/
Explanation
Yes/No
No
Yes
Yes
Website and
Page 45,46
Website and
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Website and
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Annual Report 2009
United Uranium Limited
ADDITIONAL SHAREHOLDER INFORMATION
Shareholding
The distribution of members and their holdings of equity securities in the company as at 15 September
2009 were as follows:
Number Held as at 15 September 2009
Fully Paid Ordinary Shares
Class of Equity Securities
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
Totals
13
90
185
202
47
537
Holders of less than a marketable parcel:- fully paid shares
103
Substantial Shareholders
The names of the substantial shareholders listed in the Company’s register as at 15 September 2009:
Shareholder
Cheng Rong Wang
Xibo Ma
Xing Yan
Unquoted Securities
Number
4,750,000
3,340,000
2,650,000
The Company has issued the following unquoted securities:
Class of Equity Security
40 cents options expiring 30 June 2010
Number
3,000,000
Number of Security
Holders
3
Voting Rights
Ordinary Shares
In accordance with the Company's Constitution, on a show of hands every member present in person
or by proxy or attorney or duly authorised representative has one vote. On a poll every member
present in person or by proxy or attorney or duly authorised representative has one vote for every fully
paid ordinary share held.
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Annual Report 2009
United Uranium Limited
ADDITIONAL SHAREHOLDER INFORMATION (Continued)
Twenty Largest Shareholders
The names of the twenty largest ordinary fully paid as at 15 September 2009 are as follows:
Name
Number of Ordinary
Fully Paid Shares Held
Cheng Rong Wang
Xibo Ma
Xing Yan
Western Investment Holding Pty Ltd
Kam Lan Choo
Jian Hua Han
Kelmine Pty Ltd
You Lian Zheng
United Mining Resources Pty Ltd
Austhong International Group Pty Ltd
You Lian Zheng
Shriver Nominees Pty Ltd
Paso Holdings Pty Ltd
FM104.9 Network Pty Ltd
Xiuzhen Liu
M&K Korkidas Pty Ltd
Stephen Brockhurst
Bessarlie Pty Ltd
HSBC Custody Nominees (Australia) Ltd
Stoneham Holdings Aust Pty Ltd
TOTAL
4,750,000
3,340,000
2,650,000
1,500,000
1,450,000
1,313,800
1,100,000
1,076,601
1,000,000
1,000,000
900,000
720,000
693,500
650,000
416,704
410,000
350,003
350,000
324,000
300,000
24,294,608
Held of Issued
Ordinary Capital
(%)
12.688
8.922
7.079
4.007
3.873
3.509
2.938
2.876
2.671
2.671
2.404
1.923
1.853
1.736
1.113
1.095
0.935
0.935
0.865
0.801
64.894%
51
Annual Report 2009
United Uranium Limited
SCHEDULE OF MINERAL TENEMENTS
Project
Pine Creek
McArthur
Birrindudu
Wiso
Wiso
Wiso
Dunmarra
Tenement
EL 24815
EL 25839
ELA 25837
EL 25835
ELA 25836
ELA 25840
EL 25838
Equity
80%
80%
80%
80%
80%
80%
80%
52