United Uranium Limited
(ACN 123 920 990)
Annual Report
For the Financial Year Ended 30 June 2008
Annual Report 2008
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
2
3
14
15
16
17
18
19
41
42
44
50
53
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Annual Report 2008
United Uranium Limited
CORPORATE DIRECTORY
NON 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, UULO
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Annual Report 2008
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 2008. 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) – Non-Executive Chairman
Mr George Lazarou – Executive Director
Mr Eric Kong – Non-Executive Director (Appointed 15 May 2008)
Mr Michael Vaughan – Non-Executive Director (Resigned 15 May 2008)
Mr Mark Fogarty – Non-Executive Director (Resigned 15 May 2008)
INFORMATION ON DIRECTORS
Xing Yan (Simon) Non-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); the largest and most established resource company in
China.
the
He headed the Non-Ferrous section of MINMETALS and had a stellar
leading global exporter of Molybdenum
record of being
Concentrate, Silicon Metal and Fero-Silicon. He then became the
representative of MINMETALS to Australia in purchasing W.A
minerals for the Chinese market. He established trade relations, this
includes the successful iron-ore export of Robe River to China.
After the tenure of representation, he settled down in Western Australia
and established a number of successful private enterprises of which he
holds directorships. 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 30/6/10
1,825,000 20 cent options exercisable on or before 30/6/09
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
INFORMATION ON DIRECTORS (Continued)
George Lazarou
Executive Director
Qualifications
BCom, CA
Experience
Mr Lazarou is a qualified Chartered Accountant who has over 15 years
experience, including 5 years as a Partner with a West Perth accounting
firm, 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 30/6/10
175,000 20 cent options exercisable on or before 30/6/09
Eric Kong
Non-Executive Director (Appointed 15 May 2008)
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
Interest in Options
79,500 Fully paid Ordinary Shares
39,750 20 cent options exercisable on or before 30/6/09
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
INFORMATION ON DIRECTORS (Continued)
Michael Vaughan Non-Executive Director (Resigned 15 May 2008)
Qualifications
B.A Grad Dip Bus
Experience
Mr Vaughan has over 20 years commercial experience and has held
State Management positions for private international companies within
the FMCG industry in Western Australia since 1991.
Mr Vaughan qualifies as a professional investor and has created
substantial shareholder value for private companies through personal
ownership and management of small businesses within the FMCG
industry.
For the last 20 years Mr Vaughan has been actively involved as an
investor in the equity markets. Investment focus has been on emerging
and advanced uranium exploration companies for the last 5 years.
Experience in the investment and equity markets has enabled Mr
Vaughan to develop a wide range of contacts within the Western
Australian business community; including Investors and Broking House
Advisors from a number of Investment firms.
Interest in Shares
Interest in Options
350,000 Fully paid Ordinary Shares
1,000,000 40 cent options exercisable on or before 30/6/10
175,000 20 cent options exercisable on or before 30/6/09
Mark Fogarty
Non-Executive Director (Resigned 15 May 2008)
Qualifications
BSc. M AusIM
Experience
Mr Fogarty has had over fifteen year experience in the mining and
exploration industry in various position, include his current appointment
as Senior Geologist at Scimitar Resources. Mr Fogarty graduated in
2001 with a Bachelor of Science degree.
Mr Fogarty’s experience includes work on Redport Limited’s Lake
five years experience working on
Maitland Uranium Project,
International Goldfields’ Mt Ida Project (including the Baldock
resource) and Evanston Projects, Consolidated Gold’s Orient Well Gold
Project located at Kookynie, WA, Mt Burgess Mining NL’s Butcher
Well mine including exploration on the Red October project, Arimco
NL’s Gidgee Gold Mine, and various projects at Nord Resources
including Karara Gold Mine, Randells, Mount Monger and Barwidgee.
Interest in Shares
Interest in Options
150,000 Fully paid Ordinary Shares
75,000 20 cent options exercisable on or before 30/6/09
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
INFORMATION ON DIRECTORS (Continued)
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
Michael Vaughan
Mark Fogarty
COMPANY SECRETARY
The following person has held the position of company secretary during or at the end of the
financial year:
COMPANY SECRETARY (Continued)
Cecilia Chiu (appointed 17 July 2007)
Ms Chiu was appointed Company Secretary on 17 July 2007. 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.
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 $76,399 (2007: profit
$3,173)
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
Corporate
On 1 August 2007, the Company lodged a prospectus for a one for two non-renounceable
entitlements issue to its shareholders to raise approximately $187,000 through the issue of up to
18,700,001 new options to subscribe for fully paid ordinary shares in the Company. The New
Options are exercisable at 20 cents each on or before 30 June 2009 and were issued for the cost
of 1 cent per option.
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
5.
REVIEW OF OPERATIONS (Continued)
Review of Operations
1.1 Background
The Company’s primary objective is to build a uranium exploration and mining company at a
time when the global demand for the commodity is increasing significantly.
The Company intends to achieve this goal by:
exploring the existing projects in the Northern Territory;
•
• maintaining a watching brief over the uranium sector in Australia (and overseas) and
•
pursuing uranium development and acquisition opportunities; and
assembling a team of experienced uranium and mining industry professionals to develop a
portfolio of high quality uranium production and advanced exploration assets.
The Company has secured tenements across ground in the Northern Territory which it believes
is prospective.
The Company will also undertake research with a view to acquiring additional uranium and
other mineral projects with the intention of developing them into economically mineable
deposits in Australia and overseas.
1.2 Granting of Tenements during the year
Tenements over three projects in the Company’s portfolio including Wiso (EL25835),
Dunmarra Basin (EL25838), McArthur Basin (EL25839) were granted in September 2007.
1.3 Projects
Pine Creek Project (EL24815)
Since listing on the ASX on 1 June 2007, the Company has been busy with an inaugural field
program over the Pine Creek Project (EL24815), completed during August 2007.
The main objective of the field program was to undertake geological mapping, ground
spectrometer
identified
radiometric and magnetic targets. A total of twenty two surface samples were collected and
assayed for nine elements.
traverses and reconnaissance sampling over seven previously
The field program highlighted two geological targets with potential for unconformity associated
uranium mineralisation, Stray Creek and The Pines, with ground spectrometer traverses
showing elevated CPS readings up to 7 times background levels. The geological setting at both
of these areas is deemed favourable for unconformity style uranium mineralisation similar to
that found elsewhere within the Pine Creek region and warranted additional systematic surface
geochemistry and mapping. No significant uranium values were returned from
the
reconnaissance sampling within the project area.
Rock chip sampling and mapping was also undertaken over a previously identified copper
prospect within the Cullen Batholith. Results confirmed elevated copper values with assays up
to 3% Cu returned from altered and sheared quartz veins. Better results are as follows:-
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
5.
REVIEW OF OPERATIONS (Continued)
• Sample 94221, which returned 2% Cu and 0.7% Co; and
• Sample 94222, which returned 3% Cu and 0.4% Co.
A follow up soil geochemical program was completed at the Pine Creek Project (EL24815) in
the first week of November 2007.
A total of 333 samples were collected during the program which consisted of 221 250gm 65
mesh sieved dry samples and 112 2mm sieved wet samples. Ultra Trace Analytical Laboratories
in Canning Vale analysed all samples by Fire Assay for determining Au, Pt and Pd; and a
Mixed Acid Digest for elements; U, As, Th, Mo, Se, Sb, Sr, Pb, Cu, Mn, Ni, Co, Zn, Ba, and P.
The main objective of the program was to undertake soil geochemical sampling over three
geological targets; two of which had potential for unconformity associated uranium
mineralisation; namely the Stray Creek and The Pines prospects. Both targets from a previous
ground spectrometer program returned elevated CPS readings up to 7 times background levels
and warranted a systematic soil geochemical program to further test the potential for uranium
mineralisation.
The third target area focused on a previously identified copper prospect within the Cullen
Batholith which returned elevated copper values from reconnaissance exploration work, with
assays returning up to 3% Cu.
Some low background readings were recorded congruent with the elevated CPS readings from
the previous spectrometer program. It would appear that the radiometric and magnetic
anomalies initially targeted represent low order magnitude radiometrics and that the uranium
concentrations represent surficial accumulations or expressions.
The Company has entered into an agreement to conduct an Airborne Electromagnetic (AEM)
survey over the Pine Creek Project (EL24815). The AEM survey will be conducted using the
VTEM system and consist of lines flown east-west and spaced 555 metres apart for a total of
approximately 794 line kilometres, targeting unconformity and vein type uranium deposits. It is
anticipated that the survey will be conducted in late September and the data available for
interpretation in the following quarter. The data from the AEM Survey will be interpreted to
define potential drilling targets.
Wiso (EL25835), Dunmarra Basin (EL25838), McArthur Basin (EL25839)
Field work commenced in late July on the Wiso (EL25835), Dunmarra (EL25838) and
McArthur Basin (EL25839) tenements. The field work program which will include mapping,
soil geochemistry, rock chip sampling and orientation ground scintillometer traverses over
previously identified radiometric and magnetic targets. It is anticipated that results will be
available in October.
United Uranium has entered into an agreement to conduct an Airborne Electromagnetic (AEM)
survey over the McArthur Basin Project (EL25839). The AEM survey will be conducted using
the TEMPEST system and consist of lines flown east-west and spaced 250 metres apart for a
total of approximately 981 line kilometres, targeting sandstone and unconformity type uranium
deposits, as well as base metal deposits. It is anticipated that the survey will be conducted in late
September and the data available for interpretation during the following quarter. The data from
the AEM Survey will be interpreted to define potential drilling targets.
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
6.
SIGNFICANT CHANGES IN STATE OF AFFAIRS
The following significant changes in the state of affairs of the Company occurred during the
financial year:
On 1 August 2007, the Company lodged a prospectus for a one for two non-renounceable
entitlements issue to its shareholders to raise approximately $187,000 through the issue of up to
18,700,001 new options to subscribe for fully paid ordinary shares in the Company. The New
Options are exercisable at 20 cents each on or before 30 June 2009 and were issued for the cost
of 1 cent per option.
There were no other significant changes in the state of affairs of the Company during the
financial year.
7.
AFTER BALANCE DATE EVENTS
Since the reporting date, the Australian stock market has undergone a significant change in
value and consequently the fair value of financial assets as at the date of this report has reduced
by approximately $332,000.
No other matters or circumstances 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.
8. MEETINGS OF DIRECTORS
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 are:
Director
Xing Yan
George Lazarou
Eric Kong (Appointed 15 May 2008)
Michael Vaughan
Mark Fogarty
Directors Meetings
Number
Eligible to
Attend
8
8
2
6
6
Meetings
Attended
8
8
2
6
6
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.
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Annual Report 2008
United Uranium Limited
DIRECTORS' REPORT (Continued)
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.
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.
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Annual Report 2008
United Uranium Limited
11. REMUNERATION REPORT (Continued)
DIRECTORS' REPORT (Continued)
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.
Compensation of key management personnel for the year ended 30 June 2008
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
2008
2007
50,000
4,167
George Lazarou – Executive Director
2008
2007
53,333
4,167
-
-
-
-
-
-
-
-
Eric Kong – Non-Executive Director (Appointed 15 May 2008)
2008
2007
5,000
-
-
-
-
-
Michael Vaughan – Non-Executive Director (Resigned 15 May 2008)
2008
2007
40,000
3,333
-
-
-
-
Mark Fogarty – Non-Executive Director (Resigned 15 May 2008)
2008
2007
Total Remuneration
2008
2007
22,917
2,083
171,250
13,750
-
-
-
-
-
-
-
-
4,500
375
4,800
375
450
-
3,600
300
2,062
187
15,412
1,237
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54,500
4,542
58,133
4,542
5,450
-
43,600
3,633
24,979
2,270
186,662
14,987
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Annual Report 2008
United Uranium Limited
11. REMUNERATION REPORT (Continued)
DIRECTORS' REPORT (Continued)
Compensation options granted during the year ended 30 June 2008
No compensation options were granted to key management personnel during the financial year.
Performance income as a proportion of total income
No performance based bonuses have been paid to key management personnel during the
financial year.
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
30 June 2009
$0.40
$0.20
3,000,000
18,684,215
15,786 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
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001
every Officer, auditor or agent of the Company shall be indemnified out of the property of the
Company against any liability incurred by him in his capacity as Officer, auditor or agent of the
Company or any related corporation in respect of any act or omission whatsoever and
howsoever occurring or in defending any proceedings, whether civil or criminal.
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 2008 has been received
and can be found on page 14 of annual report.
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Annual Report 2008
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 2008.
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 22nd day of September 2008
13
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 2008 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:
(cid:1)
(cid:1)
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 22nd day of September 2008
14
14
Annual Report 2008
United Uranium Limited
INCOME STATEMENT
For the Year Ended 30 June 2008
Company
Company
Year ended 30
June 2008
Period ended
30 June 2007
Note
Revenue
Employee benefit expense
Occupancy expense
Depreciation expense
Consultancy expense
Legal and compliance
Exploration costs expensed
Impairment provision
Administration
Profit/(loss) before income tax expense
Income tax expense
Net profit (loss) attributable to
members
Basic earnings per share (cents per
share)
Diluted earnings per share (cents per
share)
2
4
18
18
$
330,451
(192,980)
(28,500)
(208)
(57,663)
(46,923)
(20,456)
(48,000)
(12,120)
(76,399)
-
(76,399)
(0.2)
(0.2)
$
39,903
(14,081)
-
-
(12,600)
-
(3,000)
-
(7,049)
3,173
-
3,173
0.02
0.01
The accompanying notes form part of these financial statements.
15
Annual Report 2008
United Uranium Limited
BALANCE SHEET
As at 30 June 2008
Note
Company
2008
$
Company
2007
$
4,986,762
57,209
5,043,971
201,375
50,000
-
251,375
4,686,164
44,565
4,730,729
317,632
417,000
3,883
738,515
5,469,244
5,295,346
19,702
5,410
25,112
25,112
22,322
331
22,653
22,653
5,444,132
5,272,693
5
6
7
8
9
10
11
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and valuation 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
Retained Profit / (Accumulated Losses)
12
13
14
TOTAL EQUITY
5,264,750
252,608
(73,226)
5,444,132
5,269,520
-
3,173
5,272,693
The accompanying notes form part of these financial statements.
16
Annual Report 2008
United Uranium Limited
CASH FLOW STATEMENT
For the Year Ended 30 June 2008
Company
Year ended 30
June 2008
$
Note
Company
Period ended
30 June 2007
$
Cash Flows from Operating Activities
- Interest received
- Payments to suppliers and employees
- Payments for exploration and evaluation
322,678
(315,309)
(136,713)
Net cash used in operating activities
19 (ii)
(129,344)
Cash Flows from Investing Activities
- Purchase of available for sale investment
- Purchase of plant and equipment
(349,235)
(4,091)
18,507
(28,681)
(4,513)
(14,687)
(50,000)
-
Net cash used in investing activities
(353,326)
(50,000)
Cash Flows from Financing Activities
- Proceeds from issue of shares and options
- Payments for cost of issue of shares
Net cash provided by financing activities
Net increase in cash held
Cash at beginning of financial period
190,157
(8,085)
182,072
(300,598)
4,986,762
5,331,884
(280,435)
5,051,449
4,986,762
-
Cash at end of financial period
19 (i)
4,686,164
4,986,762
The accompanying notes form part of these financial statements
17
Annual Report 2008
United Uranium Limited
STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2008
Issued
Capital
Option
Reserve
Financial
Asset
Reserves
Retained
Profits
Company
At incorporation
$
3
Issue of share capital
5,533,150
Capital raising costs
(263,633)
Profit for the period
-
Balance at 30 June 2007
5,269,520
-
-
-
-
-
-
-
-
-
-
Company
Issued
Capital
Option
Reserve
Financial
Asset
Reserves
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
Total
$
3
5,533,150
(263,633)
3,173
5,272,693
Total
$
5,272,693
190,315
(157)
(8,085)
65,765
$
-
-
-
3,173
3,173
Retained
Profits/
(Accumulated
Losses)
$
3,173
-
-
-
-
-
(76,399)
(76,399)
Balance at 30 June 2008
5,264,750
186,843
65,765
(73,226)
5,444,132
The accompanying notes form part of these financial statements.
18
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
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. 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 Group 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.
19
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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.
Diluted EPS is calculated as net loss attributable to members, adjusted for, costs of
servicing equity (other than dividends) and preference share dividends; the after tax effect
of dividends and interest associated with dilutive potential ordinary shares that would have
been recognised as expenses; and other non-discretionary changes in revenues or expenses
during the year that would result from the dilution of potential ordinary shares; divided by
the weighted average number of ordinary shares and dilutive potential ordinary shares,
adjusted for any bonus element.
(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.
(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.
20
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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.
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.
21
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g) Income Tax (Continued)
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.
(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.
22
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(l) Investments
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.
(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
Depreciation Rate
11.25%
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.
23
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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 2008 by the board of directors.
2. PROFIT/(LOSS) FOR THE YEAR
Profit/(loss) before income tax has been determined after
following specific expenses:
Company
2008
Company
2007
$
$
Employee benefits expense
-Salary
- Exploration costs expensed
3.
AUDITORS’ REMUNERATION
Remuneration of the auditor for:
- Auditing or reviewing the financial report
- Other services
192,980
20,456
18,000
-
18,000
14,081
3,000
7,000
7,000
14,000
24
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
4.
INCOME TAX
a.
b.
c.
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
The applicable weighted average effective tax rates
are as follows:
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
Company
2008
$
Company
2007
$
-
-
-
-
-
-
(22,920)
952
52,600
3,248
1,949
34,877
34,877
-
-
0%
131,256
3,248
52,428
5,883
343
193,158
78,656
-
-
79,608
60,413
19,195
-
0%
78,656
-
63,560
2,199
554
144,969
25
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
4.
INCOME TAX (Continued)
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
Company
2008
$
95,290
5,329
8,785
109,404
Company
2007
$
60,413
-
6,418
66,831
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
4,686,164
4,986,762
6,897
29,170
8,498
44,565
18,261
38,948
-
57,209
26
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
7. EXPLORATION AND EVALUATION
ASSETS
Costs carried forward in respect of areas of
interest in:
Exploration and evaluation phases – at cost
Brought forward
Consideration for the exploration assets
acquired during the period
Exploration expenditure capitalised during the
period
Exploration expenditure expensed/written off
At reporting date
8. FINANCIAL ASSETS
Non Current
Available for sale investments
Company
2008
$
Company
2007
$
317,632
201,375
-
136,713
(20,456)
317,632
201,375
-
200,000
4,375
(3,000)
201,375
417,000
50,000
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 2008. No intention to dispose of any
unlisted available-for-sale financial assets existed at 30 June 2008.
Unlisted Shares, at recoverable amount
At costs
Provision for impairment
Listed Shares, at fair value
Total Available-for-sale Investments
9. PLANT AND EQUIPMENT
Plant and equipment at cost
Accumulated depreciation
50,000
(48,000)
2,000
415,000
417,000
4,091
(208)
3,883
50,000
-
50,000
-
50,000
-
-
-
27
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
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
Company
2008
$
Company
2007
$
-
4,091
(208)
3,883
621
19,081
19,702
-
-
-
-
1,571
20,751
22,322
5,410
331
37,415,789 (2007: 37,400,003) fully paid
ordinary shares
5,264,750
5,269,520
(a) Movements in fully paid ordinary shares on issue:
Ordinary Shares
At the beginning of the reporting period
Shares issued during the period:
At incorporation at $1.00 each
Promoter shares issued on 16 February
2007 at $0.001 each
Seed capital shares issued on 15 March
2007 at $0.10 each
Vendor shares issued on 15 March 2007
as consideration of tenement acquisition
Initial Public Offering at $0.20 each
Option conversions
Capital raising costs
Company
2008
$
Number
5,269,520 37,400,003
-
-
-
-
-
-
Company
2007
$
Number
-
3
-
3
8,150
8,150,000
325,000
3,250,000
-
-
3,315
(8,085)
-
-
15,786
-
200,000
5,000,000
-
(263,633)
1,000,000
25,000,000
-
-
At reporting date
5,264,750 37,415,789
5,269,520
37,400,003
28
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
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.
13. RESERVES
(a) Option reserve
(b) Financial assets reserve
(a) Options reserve
Movements in options on issue:
2008
$
186,842
65,766
252,608
2007
$
-
-
-
Company
2008
$
Number
Company
2007
$
Number
At the beginning of the reporting period
-
3,000,000
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
At reporting date
-
-
187,000
(158)
18,700,001
(15,786)
186,842 21,684,215
-
-
-
-
-
3,000,000
-
3,000,000
29
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
13. RESERVES (Continued.)
Terms of Options
At the end of reporting year, there are 21,684,215 options over unissued shares as follows:
•
•
3,000,000 unlisted options exercisable at 40 cents on or before 30 June 2010
18,684,215 listed options exercisable at 20 cents on or before 30 June 2009
(b) Financial assets reserve
2008
$
65,765
2007
$
-
The financial asset reserve records revaluations of non-current financial assets.
14. RETAINED PROFITS
Retained earnings at the beginning of the
reporting period
Net profit/(loss) attributable to members
Retained earnings / (Accumulated losses) at
the end of the reporting period
3,173
(76,399)
(73,226)
-
3,173
3,173
15. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Details of key management personnel
The following persons were directors of the Company during the financial year:-
Xing Yan (Simon)
George Lazarou
Eric Kong
Michael Vaughan
Mark Fogarty
Non-Executive Chairman
Executive Director
Non-Executive Director (Appointed 14 May 2008)
Non-Executive Director (Resigned 14 May 2008)
Non-Executive Director (Resigned 14 May 2008)
(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.
30
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
15.
KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)
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 21 March 2007, Xing Yan (Simon) will be paid $50,000
per annum plus superannuation, for providing services to the company as a Non-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.
(c) Compensation of key management personnel by individual
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
2008
2007
50,000
4,167
George Lazarou – Executive Director
2008
2007
53,333
4,167
-
-
-
-
-
-
-
-
Eric Kong – Non-Executive Director (Appointed 15 May 2008)
2008
2007
5,000
-
-
-
-
-
Michael Vaughan – Non-Executive Director (Resigned 15 May 2008)
2008
2007
40,000
3,333
-
-
-
-
Mark Fogarty – Non-Executive Director (Resigned 15 May 2008)
2008
2007
Total Remuneration
2008
2007
22,917
2,083
171,250
13,750
-
-
-
-
-
-
-
-
4,500
375
4,800
375
450
-
3,600
300
2,062
187
15,412
1,237
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54,500
4,542
58,133
4,542
5,450
-
43,600
3,633
24,979
2,270
186,662
14,987
31
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
15.
KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)
(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
2008
Balance at
01.07.07
Granted as
Remuneration
Exercised
Bought
& (Sold)
(i)
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.
*Appointed 15 May 2008
** Resigned 15 May 2008
2007
Balance at
beginning
period
Granted as
Remuneration
Exercised
Bought &
(Sold) (ii)
Balance at
30.06.07
Total
Vested at
30.06.07
Total
Exercisable
at 30.06.07
Total
Unexercisable
at 30.06.07 (ii)
Xing Yan (Simon)
George Lazarou
Michael Vaughan
Mark Fogarty
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
-
-
-
3,000,000
3,000,000
3,000,000
-
-
-
-
-
1,000,000
1,000,000
1,000,000
-
3,000,000
(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.
32
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
15.
KEY MANAGEMENT PERSONNEL DISCLOSURES (Continued)
(g) Shareholdings of key management personnel
2008
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**
350,000
79,500
350,000
150,000
4,579,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,650,000
350,000
79,500
350,000
150,000
4,579,500
*Appointed 15 May 2008
** Resigned 15 May 2008
2007
Xing Yan (Simon)
George Lazarou
Michael Vaughan
Mark Fogarty
Balance at
beginning
period
-
-
-
-
-
Granted as
Remuneration
On Exercise of
Options
Bought &
(Sold)
Balance at
30.06.07
-
-
-
-
-
-
-
-
-
-
3,650,000
3,650,000
350,000
350,000
150,000
350,000
350,000
150,000
4,500,000
4,500,000
(h) Loans to key management personnel
No loans were made to key management personnel of the company during the financial year.
(i) Other transactions and balances with key management personnel
During the year, Swanzone Canning Vale, a business associated with Mr Xing Yan received $4,500
as consideration for the Company acquiring office furniture.
Mr George Lazarou was a director of Mining Corporate Pty Ltd until 30 September 2007. During
this period Mining Corporate Pty Ltd received $17,133.18 (2007:$4,400) for the provision of
company secretarial services and $4,950 (2007: $1,650) for the provision of office premises and
administrative services to the company.
These costs have not been included in directors’ remuneration as these fees were not paid to
individual directors in relation to the management of the affairs of the Company. All transactions
were entered into on normal commercial terms.
33
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
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.
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.
34
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
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.
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
2007
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
$
1 year or
less
$
more
than 5
years
$
119,605
4,566,559
-
-
-
119,605
-
4,566,559
6.59%
7.56%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Floating
interest
rate
$
Fixed interest maturing in
over 1
year less
than 5
$
1 year or
less
$
more
than 5
years
$
-
-
-
-
-
-
-
12,438
4,974,324
-
-
-
12,438
-
4,974,324
-
-
-
-
6.27%
-
-
-
35
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
Non-Interest
bearing
$
Total
$
-
4,986,762
57,209
57,209
50,000
107,209
50,000
5,093,971
22,322
22,322
22,322
22,322
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
17. FINANCIAL INSTRUMENTS (Continued)
Trade and sundry payables are expected to be paid as
follows:
Less than 6 months
6 months to 1 year
1-5 years
Over 5 years
Company
2008
Company
2007
$
19,702
-
-
-
19,702
$
22,322
-
-
-
22,322
(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.
(iv) INTEREST RATE SENSITIVITY ANALYSIS
At 30 June 2008, 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%
2008
$
2007
$
18,105
(164,557)
102,659
(96,313)
5,535,463
5,352,801
5,372,179
5,173,206
The above interest rate sensitivity analysis has been performed on the assumption that all other variables
remain unchanged.
36
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
18.
EARNINGS PER SHARE
(a) Profit /(Loss) used in the calculation of basic earnings
per share
(b) Weighted average number of ordinary shares
outstanding during the reporting period used in
calculation of basic earnings per share:
(c) Weighted average number of ordinary shares
outstanding during the reporting period used in
calculation of diluted earnings per share:
19. CASH FLOW INFORMATION
(i) Reconciliation of cash and cash equivalent:-
Company
2008
$
Company
2007
$
(76,399)
3,173
Number of
shares
Number of
shares
37,412,523
19,239,784
37,412,523
22,174,091
Cash on Bank
4,686,164
4,986,762
(ii) Reconciliation of cash flows from operating
activities with profit /(loss) after income tax
Profit/(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
(76,399)
20,456
208
48,000
3,173
3,000
-
-
(136,713)
(4,513)
12,643
(2,619)
5,080
(39,000)
22,322
331
Net cash (outflows) from Operating Activities
(129,344)
(14,687)
(iii) Non-cash financing and investing activities
No non-cash financing and investing activities have occurred during the year ended 30 June 2008
20. SEGMENT INFORMATION
The Company operates predominantly in one geographical segment, being Australia and in one
industry, mineral exploration.
37
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
21. EVENTS SUBSEQUENT TO REPORTING DATE
Since the reporting date, the Australian stock market has undergone a significant change in value
and consequently the fair value of financial assets as at the date of this report has reduced by
approximately $332,000.
No matters or circumstances 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 2008, and the
interval between 30 June 2008 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 $389,500 for exploration commitments and $6,470
for rental commitments. These obligations are capable of being varied from time to time, in order
to maintain current rights to tenure to mining tenements.
(b) Lease expenditure commitments
There is one operating lease being a rental lease on the Company’s premises. The rental lease
expires on 30 November 2008. The minimum obligations for the forthcoming year are $15,000.
38
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
24. CHANGE IN ACCOUNTING POLICY
The following Australian Accounting Standards have been issued or amended and are applicable
to the Company but are no yet effective. They have not been adopted in preparation of the
financial statements at reporting date.
AASB
Amendment
AASB 2007–3
Amendments to
Australian
Accounting
Standards
Standards Affected
AASB 5 Non-current
Assets Held for
Sale and
Discontinued
Operations
AASB 6 Exploration for
AASB 8
Operating
Segments
AASB 2007–6
Amendments to
Australian
Accounting
Standards
and Evaluation of
Mineral
Cash Flow
Statements
Employee
Benefits
Consolidated and
Separate Financial
Statements
Interim Financial
Reporting
Impairment of
Assets
Segment
Reporting
AASB
107
AASB
119
AASB
127
AASB
134
AASB
136
AASB
114
AASB 1 First time
adoption of
AIFRS
AASB
101
AASB
107
AASB
116
AASB
138
Presentation of
Financial
Statements
Cash Flow
Statements
Property, Plant
and Equipment
Intangible Assets
39
Application
Date of
Standard
1.1.2009
Application
Date for
Group
1.7.2009
Outline of
Amendment
The disclosure
requirements of
AASB 114: Segment
Reporting have been
replaced due to the
issuing of AASB 8:
Operating Segments
in February 2007.
These amendments
will involve changes
to segment reporting
disclosures within the
financial report.
However, it is
anticipated there will
be no direct impact on
recognition and
measurement criteria
amounts included in
the financial report
As above
1.1.2009
1.7.2009
1.1.2009
1.7.2009
The revised AASB
123: Borrowing Costs
issued in June 2007
has removed the
option to expense all
borrowing costs. This
amendment will
require the
capitalisation of all
borrowing costs
directly attributable to
the acquisition,
construction or
production of a
qualifying asset.
However, there will
be no direct impact to
the amounts included
in the financial group
as they already
capitalise borrowing
costs related to
qualifying assets.
Annual Report 2008
United Uranium Limited
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2008
24. CHANGE IN ACCOUNTING POLICY (Continued)
AASB
Amendment
AASB 2007–8
Amendments to
Australian
Accounting
Standards
AASB
101
Standards Affected
Presentation of
Financial
Statements
AASB 101
AASB
101
Presentation of
Financial
Statements
Outline of
Amendment
The revised AASB
101: Presentation of
Financial Statements
issued in September
2007 requires the
presentation of a
statement of
comprehensive
income.
As above
Application
Date of
Standard
Application
Date for
Group
1.1.2009
1.7.2009
1.1.2009
1.7.2009
40
Annual Report 2008
United Uranium Limited
DIRECTORS' DECLARATION
The directors of the company declare that:
1.
the financial statements and notes, as set out on pages 15 to 40, 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 2008 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 22nd day of September 2008
41
Independent Audit 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 2008, and the income statement, statement of changes in
equity and cash flow statement for the year ended 30 June 2008, 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 and the remuneration disclosures in the directors’ 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.
42
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 2008 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;
BENTLEYS
Chartered Accountants
CHRIS WATTS
Director
DATED at PERTH this 22nd day of September 2008
43
Annual Report 2008
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.
To illustrate where the Company has addressed each of the Council’s recommendations, the following
table cross-references each recommendation with sections of this report. The table does not provide
the full text of each recommendation but rather the topic covered. 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.
Recommendation
Recommendation 1.1 Functions of the Board and Management
Section
1.1
Recommendation 1.2 Evaluating the Performance of Senior Executives
1.4.5, 1.4.10
Recommendation 1.3 Reporting on Principle 1
Recommendation 2.1 Independent Directors
Recommendation 2.2 Independent Chairman
Recommendation 2.3 Role of the Chairman and CEO
Recommendation 2.4 Establishment of Nomination Committee
Recommendation 2.5 Evaluation of Board, Directors and Committees
Recommendation 2.6 Reporting on Principle 2
Recommendation 3.1 Code of Conduct
Recommendation 3.2 Company Security Trading Policy
Recommendation 3.3 Reporting on Principle 3
Recommendation 4.1 Establishment of Audit Committee
Recommendation 4.2 Structure of Audit Committee
Recommendation 4.3 Audit Committee Charter
Recommendation 4.4 Reporting on Principle 4
Recommendation 5.1 Policy for Compliance with Continuous Disclosure
Recommendation 5.2 Reporting on Principle 5
Recommendation 6.1 Communications Strategy
Recommendation 6.2 Reporting on Principle 6
Recommendation 7.1 Policies on Risk Oversight and Management
Recommendation 7.2 Risk Management and Internal Control System
Recommendation 7.3 Attestations by CEO and CFO
Recommendation 7.4 Reporting on Principle 7
Recommendation 8.1 Establishment of Remuneration Committee
1.1
1.2
1.2
1.2
2.3
1.4.10
1.2, 1.4.6, 2.3.2
1.1
1.4.9
1.1 and 1.4.9
2.1
2.1
2.1
2.1
1.4.4
1.4.4
1.4.8
1.4.8
2.1.3
2.1.3
1.4.11
1.4.11, 2.1.3
2.2
Recommendation 8.2 Executive and Non-Executive Director Remuneration
2.2.3.1 and 2.2.3.2
Recommendation 8.3 Reporting on Principle 8
2.2, 2.2.3
44
Annual Report 2008
United Uranium Limited
Board of Directors
Role of the Board
1.
1.1
The Board’s role is to govern the Company rather than to manage it. In governing the Company, the
Directors must act in the best interests of the Company as a whole. It is the role of senior management
to manage the Company in accordance with the direction and delegations of the Board and the
responsibility of the Board to oversee the activities of management in carrying out these delegated
duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the
Company. The Board must also ensure that the Company complies with all of its contractual,
statutory and any other legal obligations, including the requirements of any regulatory body. The
Board has the final responsibility for the successful operations of the Company.
To assist the Board carry our 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.
1.2
To add value to the Company the Board has been formed so that it has effective composition, size and
commitment to adequately discharge its responsibilities and duties given its current size and scale of
operations. Directors are appointed based on the specific skills required by the Company and on their
decision-making and judgment skills.
The Company recognises the importance of Non-Executive Directors and the external perspective and
advice that Non-Executive Directors can offer. Mr Eric Kong is a Non-Executive Director and is
independent director as he meets the following criteria for independence adopted by the Company:
An Independent Director is a Non-Executive Director and:
Composition of the Board
• is not a substantial shareholder of the Company or an officer of, or otherwise associated
directly with, a substantial shareholder of the Company;
• within the last three years has not been employed in an executive capacity by the Company or
another group member, or been a Director after ceasing to hold any such employment;
• within the last three years has not been a principal of a material professional adviser or a
material consultant to the Company or another group member. Or an employee materially
associated with the service provided;
• is not a material supplier or customer of the Company or another group member, or an officer
of or otherwise associated directly or indirectly with a material supplier or customer;
• has no material contractual relationship with the Company or other group member other than
as a Director of the Company;
• has not served on the Board for a period which could, or could reasonably be perceived to,
materially interfere with the Director’s ability to act in the best interests of the Company; and
• is free from any interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with the Director’s ability to act in the best
interests of the Company.
Responsibilities of the Board
1.3
In general, the Board is responsible for, and has the authority to determine, all matters relating to the
policies, practices, management and operations of the Company. It is required to do all things that
may be necessary to be done in order to carry out the objectives of the Company.
Without intending to limit this general role of the Board, the principal functions and responsibilities of
the Board include the following.
• Leadership of the Organisation: overseeing the Company and establishing codes that reflect
the values of the Company and guide the conduct of the Board.
• Strategy Formulation: to set and review the overall strategy and goals for the Company and
ensuring that there are policies in place to govern the operation of the Company.
• Overseeing Planning Activities: the development of the Company’s strategic plan.
• Shareholder Liaison: ensuring effective communications with shareholders through an
appropriate communications policy and promoting participation at general meetings of the
Company.
• Monitoring, Compliance and Risk Management: the development of the Company’s risk
management, compliance, control and accountability systems and monitoring and directing the
financial and operational performance of the Company.
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Annual Report 2008
United Uranium Limited
• Company Finances: approving expenses and approving and monitoring acquisitions,
divestitures and financial and other reporting.
• Human Resources: appointing, and, where appropriate, removing the Chief Executive Officer
or Managing Director (CEO / MD) and Chief Financial Officer (CFO) as well as reviewing
the performance of the CEO and monitoring the performance of senior management in their
implementation of the Company’s strategy.
• Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior
management team, developing, overseeing and reviewing the effectiveness of the Company’s
occupational health and safety systems to ensure the well-being of all employees.
• Delegation of Authority: delegating appropriate powers to the CEO to ensure the effective
day-to-day management of the Company and establishing and determining the powers and
functions of the Committees of the Board.
Full details of the Board’s role and responsibilities are contained in the Board Charter, a copy of which
is available for inspection at the Company’s registered office.
1.4
1.4.1 Conflicts of Interest
Directors must:
Board Policies
• disclose to the Board actual or potential conflicts of interest that may or might reasonably be
thought to exist between the interests of the Director and the interests of any other parties in
carrying out the activities of the Company; and
• if requested by the Board, within seven days or such further period as may be permitted, take
such necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the
Corporations Act, absent himself or herself from the room when discussion and/or voting occurs on
matters about which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their
duties as a Director of the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives of
the Company have agreed to keep confidential, information received in the course of the exercise of
their duties and will not disclose non-public information except where disclosure is authorised or
legally mandated.
1.4.4 Continuous Disclosure
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. In
accordance with the ASX Listing Rules the Company immediately notifies the ASX of information:
• concerning the Company that a reasonable person would expect to have a material effect on
the price or value of the Company’s securities; and
• that would, or would be likely to, influence persons who commonly invest in securities in
deciding whether to acquire or dispose of the Company’s securities.
1.4.5 Education and Induction
It is the policy of the Company that new Directors undergo an induction process in which they are
given a full briefing on the Company. Where possible this includes meetings with key executives,
tours of the premises, an induction package and presentations. Information conveyed to new Directors
include:
• details of the roles and responsibilities of a Director;
• formal policies on Director appointment as well as conduct and contribution expectations;
• access to a copy of the Board Charter;
• guidelines on how the Board processes function;
• details of past, recent and likely future developments relating to the Board;
• background information on and contact information for key people in the organisation;
• an analysis of the Company;
• a synopsis of the current strategic direction of the Company; and
• a copy of the Constitution of the Company.
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Annual Report 2008
United Uranium Limited
Independent Professional Advice
In order to achieve continuing improvement in Board performance, all Directors are encouraged to
undergo continual professional development. Specifically, Directors are provided with the resources
and training to address skills gaps where they are identified.
1.4.6
The Board collectively and each Director has the right to seek independent professional advice at the
Company’s expense, up to specified limits, to assist them to carry out their responsibilities.
1.4.7 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company.
Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder
approval for the related party transaction, the Board cannot approve the transaction.
1.4.8
The Company respects the rights of its shareholders and to facilitate the effective exercise of those
rights the Company is committed to:
Shareholder Communication
• communicating effectively with shareholders through releases to the market via ASX,
information mailed to shareholders and the general meetings of the Company;
• giving shareholders ready access to balanced and understandable information about the
Company and corporate proposals;
• making it easy for shareholders to participate in general meetings of the Company; and
• requesting the external auditor to attend the annual general meeting and be available to answer
shareholder questions about the conduct of the audit and the preparation and content of the
auditor’s report.
The Company also makes available a telephone number and email address for shareholders to make
enquiries of the Company.
1.4.9 Trading in Company Shares
Due to the size of the Company, the Board does not consider it appropriate to implement a Share
Trading Policy. Rather, it reminds directors, officers and employees of the prohibition in the
Corporations Act 2001 concerning trading in the Company’s securities when in possession of “inside
information”.
1.4.10 Performance Review/Evaluation
It is the policy of the Board to conduct evaluation of its performance. The evaluation process was
introduced via the Board Charter adopted on 1 March 2007 and will be implemented for the financial
year ended 30 June 2008. The objective of this evaluation will be to provide best practice corporate
governance to the Company.
1.4.11 Attestations by CEO and CFO
It is the Board’s policy, that the CEO and the CFO make the attestations recommended by the ASX
Corporate Governance Council as to the Company’s financial condition prior to the Board signing the
Annual Report. However, as at the date of this report the Company does not have a designated CEO or
CFO These roles are performed by the Managing Director and Company Secretary.
2.
2.1
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.
2.1.1 Role
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.
Board Committees
Audit Committee
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Annual Report 2008
United Uranium Limited
Remuneration Committee
2.1.2 Responsibilities
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 each year reviews
the appointment of the external auditor, their independence, the audit fee, and any questions of
resignation or dismissal.
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.
2.1.3 Risk Management Policies
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.
2.2
2.2.1 Role
The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect
of establishing appropriate remuneration levels and incentive policies for employees.
As the whole Board only consists of three (3) members, the Company does not have a remuneration
committee because it would not be a more efficient mechanism than the full Board for focusing the
Company on specific issues.
2.2.2 Responsibilities
The responsibilities of a Remuneration Committee, or the full Board include setting policies for senior
officers’ remuneration, setting the terms and conditions of employment for the Chief Executive
Officer, reviewing and making recommendations to the Board on the Company’s incentive schemes
and superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive
Directors and making recommendations on any proposed changes and undertaking reviews of the
Chief Executive Officer’s performance, including, setting with the Chief Executive Officer goals and
reviewing progress in achieving those goals.
2.2.3 Remuneration Policyi
Directors’ Remuneration for the majority of directors was approved at a Board meeting held on 14
June 2007.
2.2.3.1 Senior Executive Remuneration Policy
The Company is committed to remunerating its senior executives in a manner that is market-
competitive and consistent with best practice as well as supporting the interests of shareholders.
Consequently, under the Senior Executive Remuneration Policy the remuneration of senior executive
may be comprised of the following:
•
•
•
•
fixed salary that is determined from a review of the market and reflects core performance
requirements and expectations;
a performance bonus designed to reward actual achievement by the individual of performance
objectives and for materially improved Company performance;
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.
By remunerating senior executives through performance and long-term incentive plans in addition to
their fixed remuneration the Company aims to align the interests of senior executives with those of
shareholders and increase Company performance.
The value of shares and options were they to be granted to senior executives would be calculated using
the Black and Scholes method.
The objective behind using this remuneration structure is to drive improved Company performance
and thereby increase shareholder value as well as aligning the interests of executives and shareholders.
The Board may use its discretion with respect to the payment of bonuses, stock options and other
incentive payments.
2.2.3.2 Non-Executive Director Remuneration Policy
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.
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Annual Report 2008
United Uranium Limited
Nomination Committee
Non-Executive Directors are entitled to but not necessarily paid statutory superannuation.
2.2.4 Current Director Remuneration
Full details regarding the remuneration of Directors, is included in the Directors’ Report.
2.3
2.3.1 Role
The role of a Nomination Committee is to help achieve a structured Board that adds value to the
Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times.
As the whole Board only consists of three (3) members, the Company does not have a nomination
committee because it would not be a more efficient mechanism than the full Board for focusing the
Company on specific issues.
2.3.2 Responsibilities
The responsibilities of a Nomination 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. The Nomination
Committee would also oversee management succession plans including the CEO/ MD and his/her
direct reports and evaluate the Board’s performance and make recommendations for the appointment
and removal of Directors. Currently the Board as a whole performs this role.
2.3.3 Criteria for selection of Directors
Directors are appointed based on the specific governance skills required by the Company. Given the
size of the Company and the business that it operates, the Company aims at all times to have at least
two Directors with experience appropriate to the Company’s target market. In addition, Directors
should have the relevant blend of personal experience in accounting and financial management and
Director-level business experience.
3.
Company Code Of Conduct
The Board has decided against the implementation of a code of conduct as it does not believe that it is
in the best interests of its employees or other stakeholders to have what purports to be an exhaustive
code of conduct. The Board feels that such a code may be too prescriptive and not allow the
employees the discretion they need to best serve the Company’s stakeholders.
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Annual Report 2008
Shareholding
ADDITIONAL SHAREHOLDER INFORMATION
United Uranium Limited
The distribution of members and their holdings of equity securities in the company as at 17 September
2008 were as follows:
Number Held as at 17 September 2008
Fully Paid Ordinary Shares
$0.20 30/6/09 Options
Class of Equity Securities
Class of Equity Securities
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
Totals
10
91
199
197
46
543
23
193
55
128
33
432
Holders of less than a marketable parcel:- fully paid shares
101
Substantial Shareholders
The names of the substantial shareholders listed in the Company’s register as at 17 September 2008:
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
Fully paid ordinary shares
Number
3,000,000
9,150,000
Number of Security
Holders
3
11
Restricted Securities
The Company has issued the following restricted securities:
Class of Equity Security
Fully paid ordinary shares
40 cents options expiring 30 June 2010
Number
9,150,000
3,000,000
Date Ceasing To Be
Restricted Securities
1 June 2009
1 June 2009
50
ADDITIONAL SHAREHOLDER INFORMATION (Continued)
United Uranium Limited
Annual Report 2008
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.
Twenty Largest Shareholders
The names of the twenty largest ordinary fully paid as at 17 September 2008 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
Stoneham Holdings Aust. Pty Ltd
Kelmine Pty Ltd
Austhong International Group Pty Ltd
Shriver Nominees Pty Ltd
United Mining Resources Pty Ltd
You Lian Zheng
FM104.9 Network Pty Ltd
Selona Pty Ltd
Xiuzhen Liu
GW International Pty Ltd & A22 Pty Ltd
Stephen Brockhurst
Bessarlie Pty Ltd
Michael Vaughan
Paso Holdings Pty Ltd
4,750,000
3,340,000
2,650,000
1,500,000
1,450,000
1,313,800
1,150,000
1,100,000
1,100,000
1,000,000
1,000,000
900,000
650,000
490,000
416,704
410,000
350,003
350,000
350,000
345,000
Held of Issued
Ordinary Capital
(%)
12.695
8.927
7.083
4.009
3.875
3.511
3.074
2.940
2.940
2.673
2.673
2.405
1.737
1.310
1.114
1.096
0.935
0.935
0.935
0.922
TOTAL
24,615,507
65.79%
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Annual Report 2008
United Uranium Limited
ADDITIONAL SHAREHOLDER INFORMATION (Continued)
Twenty Largest Option Holders
The names of the twenty largest holders of $0.20 options expiring 30 June 2009 as at 17 September 2008
are as follows:
Name
Cheng Rong Wang
Xibo Ma
Xing Yan
Kam Lan Choo
Western Investment Holding Pty Ltd
Stoneham Holdings Aust. Pty Ltd
Kelmine Pty Ltd
Austhong International Group Pty Ltd
Selona Pty Ltd
Shriver Nominees Pty Ltd
United Mining Resources Pty Ltd
You Lian Zheng
Xiu Zheng Liu
A22 Pty Ltd
FM104.9 Network Pty Ltd
Stephen Brockhurst
Bessarlie Pty Ltd
Michael Vaughan
Kouta Bay Pty Ltd
Lawrence Crowe Consulting Pty Ltd
Number of Options
Held
2,375,000
1,670,000
1,325,000
775,509
750,000
575,000
550,000
550,000
500,000
500,000
500,000
450,000
375,000
330,263
325,000
175,001
175,000
175,000
168,750
160,000
% Held of Issued
Options
12.711
8.938
7.091
4.150
4.014
3.077
2.944
2.944
2.676
2.676
2.676
2.408
2.007
1.768
1.739
0.937
0.937
0.937
0.903
0.856
TOTAL
12,354,523
66.12%
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Annual Report 2008
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%
53