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Directors' report
Corporate governance statement
Financial report
Directors' declaration
Shareholder information
Page
1
23
27
83
87
Directors' report
Your directors present their report on the consolidated entity consisting of Pan Australian Resources Limited (referred to
hereafter as the Company or PanAust) and the entities it controlled at the end of, or during, the year ended 31 December
2007 (Reporting Period).
Directors
The following persons were directors of PanAust during the whole of the financial year and up to the date of this report:
R. Bryan
G. Stafford
N.P. Withnall
A.E. Daley
G.A. Handley
Information on directors
Robert Bryan BSc (Hons, Geology) FAusIMM. (Chairman, Non-Executive Director). Age 73.
Mr Bryan is a geologist who has wide experience in the mining industry. In 1984 Mr Bryan founded Pan Australian Mining
Limited and, while Managing Director from 1984 to 1989, oversaw the development of the major gold mine at Mt Leyshon.
After selling his controlling interest in Pan Australian Mining in 1989, Mr Bryan founded his own private company Leyshon
Pty Ltd. In 1994 Mr Bryan was appointed founding Chairman of the Company, which became PanAust in 1996.
Mr Bryan is an Honorary Life Member of the Queensland Resources Council, and a Director of the Sustainable Minerals
Institute within the University of Queensland. During the past three years, Mr Bryan has also served as a director of the
following listed companies:
Highlands Pacific Limited (chairman) appointed 1 July 1998*
Queensland Gas Company Limited (chairman) appointed 22 September 1999*
* denotes current directorship
Appointed Director and Chairman of the Company on 12 December 1994. Mr Bryan is also the Chairman of the
Remuneration Committee.
Interests in shares and options
Mr Bryan has a direct interest in 118,201 ordinary shares in PanAust.
Mr Bryan has an indirect interest in 24,059,514 ordinary shares in PanAust held by Leyshon Equities Pty Ltd, a company
in which Mr Bryan has a substantial shareholding. Mr Bryan also has an indirect interest in 4,178,767 ordinary shares in
PanAust held by Transmere Pty Ltd, a company in which Mr Bryan has a substantial shareholding.
Gary Stafford BSc (Hons, Mining Engineering) MAusIMM. (Managing Director). Age 47.
Mr Stafford is a mining engineer with 26 years experience in the mining industry, initially in engineering and management
positions at coal and gold mines with CRA, BHP and Barrack Mine Management before moving into company
management with Saracen Minerals Limited (a subsidiary of Crusader Limited) and then PanAust. Mr Stafford is also a
Director of Puthep Company Limited (Thailand).
Appointed Managing Director on 7 March 1996. Mr Stafford is also a member of the Finance Committee.
Interests in shares and options
Mr Stafford has a direct interest in 11,080,334 ordinary shares in PanAust.
7,500,000 options over ordinary shares in PanAust.
4,400,000 options over ordinary shares in PanAust to be issued in 2008 subject to shareholder approval.
Mr Stafford has an indirect interest in 3,495,314 ordinary shares in PanAust held by The Spellbrook Superannuation Fund.
-1-
4
4
3
4
4
4
4
4
4
4
Ad hoc
A
B
Finance
A
B
1
**
1
1
1
**
**
2
3
3
**
**
3
3
3
**
5
**
5
**
1
**
1
1
1
Audit
**
5
**
5
**
Remuneration
A
B
1
**
1
**
**
1
**
1
**
**
(0.92)
(0.92)
-3-
31 December
2006
Cents
(0.39)
(0.39)
-4-
-5-
2,440
22,536
24,976
11,012
12,670
23,682
Segment results
31 December 31 December
2007
2006
US$'000
US$'000
(3,636)
(9,419)
(13,055)
7,018
(11,476)
(4,458)
(13,055)
(64)
(4,522)
(13,055)
(4,522)
The results were affected by the following significant gains and expenses:
Gains:
Foreign exchange gains
Expenses
Hedging expenses
Write off of uneconomically recoverable gold in heaps
-6-
31 December
2007
US$'000
31 December
2006
US$'000
1,057
7,379
(2,687)
-
(5,212)
6,565
Issue of 10,000,000 fully paid ordinary shares @ A$0.12 each on exercise of options granted
under the Company's Executive Option Plan
977
Issue of 3,900,000 fully paid ordinary shares @ A$0.18 each on exercise of options granted
under the Company's Executive Option Plan
587
8,129
(b)
(c)
An increase in debt as a result of project financing for Phu Kham Copper-Gold Operation
development
Expenses:
Hedging expenses
173,998
(2,687)
-7-
-8-
-9-
174,598
86,187
90,541
265,139
49,000
135,187
5,327
14,833
20,160
81,506
18,606
100,112
7,704
16,400
16,400
33,598
41,302
The information provided under headings A-D includes remuneration disclosures that are required under Accounting
Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and
have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the
Corporations Regulations 2001 not otherwise dealt with in sections A-D and which have not been audited.
A Principles used to determine the nature and amount of remuneration (audited)
This report outlines the remuneration agreements in place for directors and executives of PanAust.
Remuneration philosophy
The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must
attract, motivate and retain highly skilled directors and executives.
To this end, the Company embodies the following principles in its remuneration framework:
Provide competitive rewards to attract high calibre executives;
Link executive rewards to shareholder value;
Significant portion of executive remuneration is at risk", dependent upon meeting pre-determined performance
benchmarks; and
Establish appropriate, demanding performance hurdles in relation to variable executive remuneration.
Remuneration Committee
The Remuneration Committee of the Board of Directors of the Company comprises Mr R. Bryan (Chairman) and Mrs N.
Withnall, both independent directors. It is responsible for determining and reviewing compensation arrangements for the
Chairman, the Directors, the Managing Director and the senior management team.
The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of directors and
executives on a periodic basis by reference to relevant employment market conditions. The overall objective is to ensure
maximum stakeholder benefit from the retention of a high quality Board and executive team.
Remuneration structure
In accordance with "best practice" corporate governance, the structure of non-executive director and senior manager
remuneration is separate and distinct.
Non-executive director remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain
directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided
between the directors as agreed by the directors. The latest determination was at the Annual General Meeting held on 25
May 2007 when shareholders approved an aggregate remuneration cap of A$500,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders, and the manner in which it is apportioned
amongst directors, is reviewed annually. The Board considers the fees paid to non-executive directors of comparable
companies when undertaking the annual review process. Each director receives a fee for being a director of the Company.
Membership of a board committee entitles directors to an additional fee. The fee for membership by a non-executive
director of a board committee was A$7,500 and the fee for chairing a committee was A$15,000.
In April 2007, the Company discontinued a scheme under which non-executive directors of the Company were able to
acquire shares in the Company in lieu of fees under the Director Share Incentive Plan. No shares had been issued under
the scheme since December 2003.
The remuneration of non-executive directors for the year ending 31 December 2007 is detailed in the table on page 14.
-10-
-11-
Year
A$ Cents per share
A$ Market Capitalisation
US$ Profit/(Loss)
30-Jun-03
4.3
12,475,520
(1,437,914)
30-Jun-04
17
70,723,474
(1,206,962)
30-Jun-05
24.5
155,619,734
(2,502,114)
31-Dec-05
21
158,438,625
(4,990,915)
31-Dec-06
31.5
443,459,891
(4,522,338)
31-Dec-07
99.0
1,419,037,120
(13,054,830)
TSR rank
Less than or at 50th percentile
Between 51st and 75th percentile
At or above 75th percentile
Once vested, the options remain exercisable for a period of up to two years and the share rights remain exercisable for a
period of up to ten years from the grant date. Options are granted under the EOP with cash consideration due on exercise
of the options at the relevant exercise price. Share rights are granted under the plan with no cash consideration due on
exercise of the share rights.
It should be noted that share rights under the SRP are also issued to other employees and contractors, but without
performance conditions. The vesting of such share rights is only subject to the employees or contractors being employed
or providing services as at the relevant vesting date. This reflects the retention objective of such issues.
Structure
The Remuneration Committee recommends to the Board the number and terms of options and share rights offered to
executives. Options and/or share rights recommended by the Board for the Managing Director are submitted for approval
by shareholders at the annual general meeting.
The tables on pages 17 - 19 provide details of options and share rights granted, the value of options and share rights,
vesting periods and lapsed options under the EOP and SRP.
-12-
-13-
Name
Non-executive directors
R. Bryan Chairman
N.P. Withnall
A.E. Daley
G.A. Handley
Sub-total non-executive directors
Managing director
G. Stafford
Other senior executives
F. Hess
J. Walsh
D. Hairsine
A. Bell
R. Usher
R. Allen (from 23 April 2007)
D. Brost (from 3 August 2007)
P. Scarr (from 5 February 2007)
R. Child (resigned effective 30 June 2007)
Total key management personnel compensation
Short-term employee
benefits
Retirement
benefits
Sharebased
payments
Cash
salary and Short Term
fees
Incentive
$
$
Superannuation
$
Long Term
Incentive
$
Total
$
143,353
74,329
83,565
12,831
314,078
6,687
53,991
60,678
143,353
81,016
83,565
66,822
374,756
449,397
87,673
38,760
63,215
639,045
266,175
217,502
205,956
191,254
220,848
154,342
76,428
140,017
188,077
2,424,074
46,767
35,069
35,069
46,917
22,795
35,069
35,069
35,069
379,497
18,033
29,764
14,870
8,311
33,798
204,214
28,620
23,480
23,029
52,582
60,111
23,029
8,662
23,480
306,208
341,562
294,084
293,818
305,623
303,754
212,440
128,470
232,364
188,077
3,313,993
The value for Long Term Incentives presented in the table above is calculated in accordance with AASB 2 Share-based
Payment and represents options and share rights that have been expensed during the current year. Refer to the tables on
pages 17 and 19 for full details of the fair $A value at the grant date of all options and share rights issued by the Company
to the Managing Director and other senior executives in previous, this or future reporting periods and the number of
options and share rights issued to these executives during the reporting period.
Short-term employee
benefits
Retirement
benefits
Cash
salary and Short Term
Superfees
Incentive annuation
$
$
$
Name
Non-executive directors
R. Bryan Chairman
N.P. Withnall
A.E. Daley
G.A. Handley
Sub-total non-executive directors
Managing director
Gary Stafford
Other senior executives
F. Hess
J. Walsh
D. Hairsine
A. Bell (from 27 March 2006)
R. Usher (from 5 September 2006)
R. Child (resigned effective 30 June 2007)
Total key management personnel compensation
-14-
Sharebased
payments
Long Term
Incentive
$
Total
$
80,603
40,302
40,718
161,623
7,254
3,627
3,665
12,834
27,380
87,857
43,929
44,383
12,834
189,003
359,737
38,688
30,488
125,450
554,363
216,696
176,166
168,829
123,753
57,307
297,632
1,561,743
11,824
15,048
15,048
11,824
15,424
107,856
15,846
23,192
11,138
108,044
50,642
19,715
195,807
228,520
207,060
207,069
197,357
77,022
313,056
1,973,450
Name
Managing director
G. Stafford
Other senior executives
F. Hess
J. Walsh
D. Hairsine
A. Bell
D. Brost
P. Scarr
R. Child (resigned effective 30 June 2007)
Total key management personnel compensation
177,321
375,707
11,180
10,864
10,385
4,292
467
1,017
8,398
223,924
3,677
7,136
6,618
791
4,875
398,804
Long service leave and termination benefits represent amounts provided for long service leave and termination
entitlements during the year ended 31 December 2007. Termination benefits are those as referred to under Part C Service
Agreements (audited) of this Remuneration Report. Termination benefits payable when the Managing Director leaves the
employment of the Company (other than for gross misconduct) are included in the table.
Only the value showing for R. Child was paid out during the year (this related to outstanding long service leave).
Termination benefits accrued from 1996 to 2006 for the Managing Director were first recognised as salaries and
employment benefits in the income statements in the year ended 31 December 2006. The figures for the year ended 31
December 2007 reflect the amount accrued during the current year only.
Termination benefits for other senior executives are payable only upon termination of employment by the Company (other
than for gross misconduct). The termination benefit is not payable if the senior executive resigns. On that basis, the
amounts accrued as at 31 December 2006 have been reversed in 2007 and the amounts are not included in the above
table.
C
The Managing Director and the other senior executives are employed under service agreements. Each of these
agreements provides for the provision of performance-related cash bonuses and participation, when eligible, in the EOP
and SRP. Other major provisions of the agreements relating to remuneration are set out below. The current service
agreements may be terminated by either party with three months' notice, subject to termination payments as detailed
below.
G. Stafford, Managing Director
Commencement date 7 March 1996;
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$570,000, to be reviewed
Base salary, inclusive of superannuation, for the year ending Monday, 31 December 2007 of A$320,000, to be
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$280,000, to be reviewed
-15-
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$280,000, to be reviewed
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$245,000, to be reviewed
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$260,000, to be reviewed
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$250,000, to be reviewed
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$230,000, to be reviewed
Base salary, inclusive of superannuation, for the year ended 31 December 2007 of A$230,000, to be reviewed
-16-
30-Jun-04
13-Oct-05
13-Oct-05
13-Jun-07
13-Oct-08
50% after 13 April 2006 50%
after 13 October 2006
1-Dec-05
15-Mar-06
27-Mar-06
24-May-06
4-Sep-06
23-Mar-07
29-May-07
5-Oct-07
22-Feb-08
Note (i)
Expiry date
Exercise price
Fair value per
Unissued shares
A$ cents
option at grant date
under option
A$ cents
12.00
4.00
18.00
5.70
-
13-Oct-08
18.00
5.70
5,500,000
13-Oct-08
18.00
5.70
15-Mar-09
18.00
6.28
27-Mar-09
18.00
4.85
600,000
13-Apr-09
32.00
8.25
2,000,000
13-Sep-09
32.00
8.60
1,000,000
29-Feb-12
29-Feb-12
7-Oct-12
31-Dec-12
31-Dec-12
40.00
40.00
83.00
90.00
90.00
8.10
8.10
16.50
25.90
-
4,550,000
3,500,000
750,000
2,310,000
4,400,000
Note (i) - 4,400,000 options under the EOP to be issued to the Managing Director in 2008 subject to shareholder approval.
Options granted under the EOP carry no dividend or voting rights.
Details of options over ordinary shares in the Company provided as remuneration to the Managing Director and each of
the senior executives of the Company are set out below. When exercisable, each option is convertible into one ordinary
share of PanAust. Further information on the options is set out in note 40 to the financial statements.
Name
Managing Director
G. Stafford
Other senior executives
F. Hess
J. Walsh
A. Bell
R. Usher
R. Allen
D. Brost
P. Scarr
4,400,000
3,500,000
2,000,000
2,000,000
660,000
330,000
660,000
660,000
800,000
1,300,000
650,000
500,000
750,000
1,300,000
2,000,000
1,000,000
-
1,000,000
1,000,000
-
2,000,000
1,000,000
-
In the table above, the grant of options in 2008 represents options granted since the end of the financial year up to the
date of this report. The options to be issued to the Managing Director in 2008 are subject to shareholder approval.
In 2007, the Company commenced issuing options with a three year non-vesting period and subject to TSR performance
conditions (see page 12) as part of key senior executive remuneration.
-17-
Dividend yield
Expected volatility
Risk-free interest rate
Staff turnover
Dec
2007
Dec
2006
Dec
2005
June
2005
June
2004
Nil
40%
6.50%
16.70%
Nil
30-50%
5.75%
-
Nil
40-55%
4.99%
-
Nil
40-55%
4.99%
-
Nil
74%
5.34%
-
Name
Managing Director
G. Stafford
G. Stafford
G. Stafford (indirect)
Other senior executives
J. Walsh
J. Walsh
D. Hairsine
D. Hairsine
A. Bell
R. Child (ex-employee)
R. Child (ex-employee)
J. Adams (ex-employee)
S. Milroy (ex-employee)
S. Milroy (ex-employee)
S. Milroy (ex-employee)
T. Olsen (ex-employee)
Date of exercise of
options
29 May 2007
20 October 2006
31 March 2006
12.00
4.70
4.00
4,000,000
-
1,000,000
3,000,000
1 May 2007
26 June 2006
21 September 2007
30 June 2006
2 April 2007
13 March 2007
8 October 2007
1 May 2007
29 May 2007
14 June 2007
27 January 2006
2 February 2006
12.00
12.00
12.00
12.00
18.00
12.00
18.00
18.00
12.00
18.00
9.74
17.00
1,000,000
1,000,000
1,400,000
2,000,000
750,000
1,000,000
2,000,000
750,000
-
1,000,000
1,000,000
1,000,000
2,000,000
-18-
Grant Date
Expiry Date
Number
Granted
A$ Exercise
Price Cents
Performance
Hurdle
2-Apr-07
25-Feb-08
31-Mar-17
31-Dec-17
2,025,000
1,885,000
Nil
Nil
TSR
TSR
15.9 cents
44.1 cents
Details of share rights issued under the SRP provided as remuneration to senior executives of the Company are set out
below. When exercised, each share right is convertible into one ordinary share of PanAust.
Name
Senior executives
J. Walsh
D. Hairsine
A. Bell
F. Hess
R. Usher
R. Allen
650,000
325,000
400,000
650,000
16,130
14,663
-
Shares vested in 2006 represented shares issued under the Employee Share Plan, which has since been replaced by the
SRP. The grant of share rights in 2008 in the table above, represents options granted since the end of the financial year
up to the date of this report.
No share rights were issued to the Managing Director.
Fair value of share rights
The fair value attributed to share rights in the table above was calculated using a model with the following inputs:
Dec
2007
Dividend yield
Expected volatility
Risk-free interest rate
Staff turnover
E
Nil
40%
6.50%
16.70%
This section of the remuneration report details matters required to be reported by the Corporations Act which have not
been dealt with elsewhere in this report.
Details of remuneration of the Managing Director and other senior executives
For each cash bonus and grant of options and share rights included in the tables on pages 17 - 19, the percentage of the
available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because
the person did not meet the service and performance criteria is set out below. No part of the bonuses is payable in future
years. The options and share rights vest after three years, provided the vesting conditions are met. No options or share
rights will vest if the conditions are not satisfied, hence the minimum value of the option or share right yet to vest is nil.
The maximum value of the options or share rights yet to vest is calculated by taking the fair value of the options and share
rights as at the grant date (refer to tables on page 17 and 19) and deducting that component of the fair value of options
and share rights which has already been expensed.
-19-
Name
G. Stafford (EOP)
F. Hess (EOP)
F. Hess (SRP)
J. Walsh (EOP)
D. Hairsine (SRP)
A. Bell (EOP)
A. Bell (SRP)
R.Usher (EOP)
R. Allen (SRP)
D. Brost (EOP)
P. Scarr (EOP)
Paid
%
100
100
Forfeited
%
-
100
100
100
100
100
100
100
Year
granted
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
Maximum
total value
of grant
yet to vest
$
184,517
42,175
41,405
68,535
67,283
34,267
33,641
26,360
67,283
90,015
68,535
Name
G. Stafford
F. Hess
J. Walsh
D. Hairsine
A. Bell
R. Usher
R. Allen
D. Brost
P. Scarr
A
B
C
D
E
Remuneration
consisting of
options and Value at grant
Value at
Value at lapse
Total of
share rights
date
exercise date
date
columns B-D
$
$
$
$
9.9%
63,215
63,215
8.4%
28,620
28,620
8.0%
23,480
23,480
7.8%
23,029
23,029
17.2%
52,582
52,582
19.8%
60,111
60,111
10.8%
23,029
23,029
6.7%
8,662
8,662
10.1%
23,480
23,480
A = The percentage of the value of remuneration consisting of options and share rights, based on the value of options and
share rights expensed during the current year.
B = The value at grant date calculated in accordance with AASB 2 Share-based Payment of options and share rights
granted during the year as part of remuneration that has been expensed during the current year.
C = The value at exercise date of options that were granted as part of remuneration and were exercised during the year,
being the intrinsic value of the options at that date.
D = The value at lapse date of options that were granted as part of remuneration and that lapsed during the year.
Risk management products
The Company's securities trading policy applies to debt securities and financial products issued or created over its share
rights or options by third parties and associated products which executives or directors may procure to limit the risk of a
holding in the Company.
-20-
R. Bryan
Chairman
G. Stafford
Managing Director
Brisbane
20 March 2008
-21-
-22-
-23-
Name
R. Bryan
N.P. Withnall
A.E. Daley
G.A. Handley
Position
Chairman, Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
The Recommendations provide that the Board should establish a Nominations Committee to consider and make
recommendations to the Board with respect to a range of matters relating to the selection and performance of directors.
Given the size of the Board of PanAust and the Company, a separate committee has not been established to perform this
function. The matters which would normally be considered by a Nominations Committee have been reserved to the Board,
although from time to time ad hoc committees of the Board are established to assist in these tasks.
With respect to assessing the performance of Directors, the policy of the Board has been that the Chairman annually
reviews the performance of all Directors. Directors whose performance has been unsatisfactory are asked to retire. This
policy reflected the size of the Board and the Company. During the year, the Board determined to review its practices with
respect to the process of evaluating the performance of the Board, its committees and individual directors. The starting
point for this review will be the circulation of a questionnaire to all Directors to obtain their views on the collective
performance of the Board and each Committee.
There is a procedure in place for Directors to seek independent professional advice as considered necessary, at the
Companys expense. Prior written approval of the Chairman is required, but will not be unreasonably withheld.
-24-
-25-
-26-
28
29
30
31
32
83
This financial report covers both PanAust as an individual entity and the consolidated entity consisting of PanAust and its
subsidiaries. The financial report is presented in the United States currency.
Pan Australian Resources Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
Pan Australian Resources Limited
Level 2
99 Melbourne Street
South Brisbane Queensland AUSTRALIA 4101.
Registered postal address is:
PO Box 3468
South Brisbane Queensland AUSTRALIA 4101.
-27-
Notes
Year Ended 31 December 2007
Revenue from continuing operations
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
23,900
16,303
1,467
3,624
Other income
Changes in inventories of finished goods and
work in progress
Depreciation and amortisation expense
Employee benefits expense
Hedging expenses
Mining Costs
Write off uneconomically recoverable gold in
heaps
Finance costs
Provision for diminution on intercompany loans
Other expenses
Royalties
Profit/(Loss) before income tax
1,075
7,379
985
7,570
4,328
(7,346)
(10,681)
(2,687)
(15,764)
4,735
(4,507)
(4,479)
(14,389)
(264)
(3,885)
(1,731)
(13,055)
(5,212)
(456)
(3,582)
(314)
(4,522)
(161)
(9,725)
(462)
(7,896)
(455)
(3,533)
(529)
6,677
(13,055)
(4,522)
(7,896)
6,677
(13,055)
(0.92)
(0.92)
(4,522)
(0.39)
(0.39)
(7,896)
6,677
8
8
8
8
39
39
The above income statements should be read in conjunction with the accompanying notes.
-28-
Notes
ASSETS
Current assets
Cash and cash equivalents
Receivables and other assets
Inventories
Derivative financial instruments
Total current assets
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
10
11
12
13
24,414
5,341
13,288
535
43,578
68,472
2,285
4,579
75,336
10,708
800
11,508
64,489
1,696
66,185
14
29,236
15
16
17
18
1,021
3,667
47,389
1,021
11,800
21,775
176,825
-
11,800
109,571
-
19
20
13
274,585
5,380
3,871
365,149
80,975
5,380
120,951
176,825
121,371
408,727
196,287
188,333
187,556
21
22
23
13
23,711
9,014
1,825
1,002
35,552
13,412
1,020
14,432
63
63
24
25
26
13
5,607
164,984
12,479
9,910
192,980
1,568
1,568
205
205
205
205
Total liabilities
228,532
16,000
205
268
Net assets
180,195
180,287
188,128
187,288
27
28(a)
28(b)
215,985
(9,438)
(41,387)
165,160
207,856
743
(28,332)
180,267
215,985
1,350
(29,207)
188,128
207,856
743
(21,311)
187,288
29
15,035
20
180,195
180,287
188,128
187,288
Non-current assets
Receivables and other assets
Investments accounted for using the equity
method
Held-to-maturity investments
Other financial assets
Property, plant and equipment
Exploration and evaluation, development and
mine properties
Intangible assets
Derivative financial instruments
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provisions
Derivative financial instruments
Total current liabilities
Non-current liabilities
Payables
Borrowings
Provisions
Derivative financial instruments
Total non-current liabilities
EQUITY
Contributed equity
Reserves
Accumulated Losses
Minority interest
Total equity
The above balance sheets should be read in conjunction with the accompanying notes.
-29-
Notes
Total equity at the beginning of the financial
year
Changes in the fair value of cash flow hedges
Net income recognised directly in equity
28
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
180,287
(10,788)
(10,788)
46,915
-
187,288
-
42,717
-
(13,055)
(4,522)
(7,896)
6,677
(23,843)
(4,522)
(7,896)
6,677
27
8,129
137,672
8,129
137,672
28
29
607
15,015
23,751
222
137,894
607
8,736
222
137,894
180,195
180,287
188,128
187,288
The above statements of changes in equity should be read in conjunction with the accompanying notes.
-30-
Notes
Cash flows from operating activities
Receipts from customers (inclusive of goods
and services tax)
Payments to suppliers and employees
(inclusive of goods and services tax)
Interest received
Interest paid
Net cash (outflow) inflow from operating
activities
37
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
22,163
12,671
(42,552)
(20,389)
2,040
(67)
(30,419)
(17,748)
3,292
(351)
(685)
(685)
1,773
(65)
(1,398)
(1,398)
3,283
(350)
(18,416)
(14,807)
1,023
1,535
(22,097)
(3,667)
(180,316)
11,800
(12,199)
(11,800)
(36,113)
-
(75,718)
11,800
(11,800)
(67,126)
-
(194,280)
(60,112)
(63,918)
(78,926)
8,129
196,697
(21,559)
143,574
5,500
(6,043)
(9,500)
8,129
21,559
(21,559)
143,574
5,500
(6,043)
(9,500)
(15,577)
10
Financing arrangements
Non-cash financing and investing activities
25
38
Parent
31 December 31 December
2007
2006
US$'000
US$'000
167,690
133,531
8,129
133,531
(45,006)
58,612
(54,766)
56,140
68,472
2,481
64,489
779
948
24,414
7,379
68,472
985
10,708
7,570
64,489
The above cash flow statements should be read in conjunction with the accompanying notes.
-31-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
-32-
Page
33
44
49
50
51
51
52
52
53
55
55
55
56
57
58
59
60
60
61
62
63
63
63
63
64
66
66
68
69
69
73
74
74
76
76
77
77
78
78
79
82
-33-
-34-
Income tax
The income tax expense or revenue for the period is the tax payable on the current periods taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted for each
jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences
to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial
recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary
differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not
affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities
are offset where the relevant entity has a legally enforceable right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
The Company and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.
(g) Leases
Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of
ownership are classified as finance leases (note 18). Finance leases are capitalised at the leases inception at the fair
value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental
obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is
allocated between the liability and finance cost. The interest element of the finance cost is charged to the income
statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter
of the assets useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are
classified as operating leases (note 33). Payments made under operating leases (net of any incentives received from the
lessor) are charged to the income statement on a straight-line basis over the period of the lease.
-35-
Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that
are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units).
(j)
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly
liquid with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities on the balance sheet.
(k) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for
doubtful debts. Trade receivables are due for settlement within 30 days from the date of recognition. Collectibility of trade
receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for
doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of the receivables. The amount of the provision is the difference between the assets
carrying amount and the present value of future cash flows. The amount of the provision is recognised in the income
statement.
(l)
Inventories
Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value.
Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure,
the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on
basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less
the estimated costs of completion and the estimated costs necessary to make the sale.
-36-
hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge), or
hedges of the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow
hedges), or
Derivatives that do not qualify for hedge accounting.
The Group documents at the inception of the hedging transaction the relationship between hedging instruments and
hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The
Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that
are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or
cash flows of hedged items.
The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 13. Movements
in the hedging reserve in shareholders' equity are shown in note 28. The full fair value of a hedging derivative is classified
as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified
as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives
are classified as a current asset or liability.
(i)
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income
statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged
risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in
the income statement within finance costs, together with changes in the fair value of the hedged fixed rate borrowings
attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised in the income statement
within other income or other expenses.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedge item for
which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated
effective interest rate.
(ii) Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately
in the income statement within other income or other expense.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or
loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of
interest rate swaps hedging variable rate borrowings is recognised in the income statement within finance costs. The
gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognised in the
income statement within sales. However, when the forecast transaction that is hedged results in the recognition of a nonfinancial asset (for example, inventory or fixed assets) the gains and losses previously deferred in equity are transferred
from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately
recognised in profit or loss as cost of goods sold in the case of inventory, or as depreciation in the case of fixed assets.
-37-
3-10 years
3-10 years
3-5 years
3-5 years
3-8 years
Life of mine assets are depreciated on the units of production method. This is in accordance with AASB 116 Property,
Plant & Equipment that requires a depreciation method that closely reflects the assets expected use or output.
Depreciation is based on assessments proven and probable reserves available to be mined by the current production
equipment.
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater
than its estimated recoverable amount (note 1(i)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
income statement. When revalued assets are sold, it is Group policy to transfer the amounts included in other reserves in
respect of those assets to retained earnings.
(p) Exploration and evaluation expenditure
(i) Costs carried forward
Costs arising from exploration, evaluation, development and restoration activities are carried forward provided such costs
are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities
have not, at reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically
recoverable reserves. The ultimate recoupment of costs carried forward for exploration and evaluation phases is
dependent on the successful development and commercial exploitation or sale of the respective areas of interest. All costs
carried forward are in respect of areas of interest in the exploration and evaluation phases and accordingly, production has
not commenced.
-38-
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the balance sheet date.
(s) Borrowing costs
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is
required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed.
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest
rate applicable to the entity's outstanding borrowings during the year.
(t)
Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to
settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
-39-
-40-
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is
initially measured at fair value and subsequently at the higher amount determined in accordance with AASB137
Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation,
where appropriate.
The fair value of financial guarantees is determined as the present value of the theoretical cash flows arising if each
subsidiary were to source each guarantee on market terms as an arms length transaction.
When guarantees in relation to loans of subsidiaries or associates are provided for no consideration, the fair values are
accounted for as contributions and recognised as part of the cost of the investment.
(z)
Intangible assets
Goodwill represents the excess of the cost of the acquisition of the 20% minority interest held by Newmont SEA in Phu Bia
Mining Limited over the book value of the minority interest at the date of acquisition 14 November 2005. Goodwill on the
acquisition is included in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill
is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses.
(aa) Rounding of amounts
The Company is of a kind referred to in Class order 98/0100, issued by the Australian Securities and Investments
Commission, relating to the ''rounding off'' of amounts in the financial report. Amounts in the financial report have been
rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.
(ab) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for Monday, 31
December 2007 reporting periods. The Groups assessment of the impact of these new standards and interpretations is
set out below.
-41-
-42-
the ability to use the proportionate consolidation method for interests in joint venture entities
the ability to use the indirect method for presenting cash flow statements
the ability to recognise government grants of non-monetary assets at nominal amounts and present assets and
expenses net of related government grants, and
a possible exemption from the requirement to prepare consolidated financial reports for intermediate parent
entities, provided they are wholly-owned or all shareholders agree and they are not the ultimate Australian
parent entity in the group
discount rates for employee benefits obligations to be based on corporate bonds if there is a deep market in
Australia (previous guidance mandated the use of government bond rates).
The Group will adopt the amendments arising from AASB 2007-4 and AASB 2007-7 for the financial year ending 31
December 2008. However, it does not intend to apply any of the new options now available.
Other new standards published but not mandatory for annual reporting periods ended 31 December 2007 are not expected
to have an impact on the financial statements of the Group.
-43-
-44-
Parent
2007
Cash and cash equivalents
Consolidated
2006
Cash and cash equivalents
Trade and other payables
Parent
2006
Cash and cash equivalents
Equity
US$ 10%
weaker
US$'000
US$ 10%
stronger
US$'000
872
(127)
745
(713)
104
(609)
872
275
(127)
1,020
(713)
(275)
104
(884)
700
700
(573)
(573)
700
700
(573)
(573)
4,154
(41)
4,113
(3,399)
34
(3,365)
4,154
(41)
4,113
(3,399)
34
(3,365)
4,106
4,106
(3,359)
(3,359)
4,106
4,106
(3,359)
(3,359)
-45-
Parent
2007
Cash and cash equivalents
Consolidated
2006
Cash and cash equivalents
Held-to-maturity investments
Parent
2006
Cash and cash equivalents
Equity
1% decrease
1% increase
US$'000
US$'000
(244)
(147)
465
74
244
141
(465)
(80)
(244)
354
1,216
(147)
465
1,644
244
(342)
(1,200)
141
(465)
(1,622)
(63)
(63)
63
63
(63)
(63)
63
63
(685)
(118)
(803)
685
118
803
(685)
(118)
(803)
685
118
803
(370)
(370)
370
370
(370)
(370)
370
370
-46-
Equity
20% decrease
20% increase
US$'000
US$'000
5,087
(2,164)
5,087
(2,164)
5,087
(2,164)
11,652
16,739
(11,658)
(13,822)
-47-
Less than 1
year
US$'000
8,000
22,390
1,321
1,014
759
28,800
1,183
4,055
73
Over 5 years
US$'000
66,240
3,600
12,165
-
44,160
824
9,565
-
* The net amounts expected to be receivable in relation to the interest rate swaps have been estimated using interest
rates applicable at the reporting date.
At 31 December 2006 the only financial liabilities or derivative financial instruments of the Company were trade and other
payables totalling US$13.4 million maturing in less than 1 year.
The table below analyses the Companys derivative financial instruments that will be settled on a gross basis into relevant
maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. They are expected to occur and affect profit or loss at
various dates between six months to one year from the reporting date.
At 31 December 2007
Less than 1
year
US$'000
2,764
(2,554)
12,033
(13,259)
Over 5 years
US$'000
35,064
(36,921)
8,472
(8,371)
-48-
-49-
4 Segment information
(a) Description of segments
Business segments
The consolidated entity operated solely in the mining and mineral exploration industry.
Geographical segments
Australia
The home country of the parent entity which is the corporate headquarters for the Group.
Southeast Asia
Comprises mining and mineral exploration operations carried on in Laos and Thailand.
(b) Primary reporting format - geographical segments
2007
Southeast
Asia
US$'000
Australia
US$'000
1,492
1,492
1,368
22,174
253
22,427
109
(3,636)
(6,732)
1,021
1,021
21,390
7,247
(1,533)
21,618
7,346
(1,071)
193,611
Southeast
Asia
US$'000
Australia
US$'000
3,633
7,785
11,418
12,671
12,671
7,018
(11,476)
(180,028)
(180,028)
(10,368)
(2,687)
(13,055)
(13,055)
Segment result
Loss from foreign currency translation
Net loss
22,174
1,745
23,919
1,057
24,976
370,511
406,361
228
99
462
(420)
218,244
2,199
2006
Eliminations Consolidated
US$'000
US$'000
408,727
228,532
193,611
Eliminations Consolidated
US$'000
US$'000
(406)
(406)
-
(4,458)
(64)
(4,522)
201,186
5,256
-
110,329
125,972
1,021
301
49
200
11,898
4,458
57
12,199
4,507
257
52,836
52,836
Segment assets
Segment liabilities
Investments in associates and joint venture partnership (note (iii))
-50-
(115,228)
(115,228)
-
12,671
3,633
7,379
23,683
196,287
16,000
1,021
(i)
Accounting policies
Segment information is prepared in conformity with the accounting policies of the entity as disclosed in note 1 and
Accounting Standard AASB 114 Segment Reporting.
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant
portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment
and consist primarily of operating cash, receivables, inventories, property, plant and equipment and goodwill and other
intangible assets, net of related provisions. While most of these assets can be directly attributable to individual segments,
the carrying amounts of certain assets used jointly by segments are allocated based on reasonable estimates of usage.
Segment liabilities consist primarily of trade and other creditors, employee benefits and provision for service warranties.
Segment assets and liabilities do not include income taxes.
(ii) Inter-segment transfers
Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an ''armslength'' basis and are eliminated on consolidation.
(iii) Equity-accounted investments
The Group owns 20.66% of Puthep Company Limited, a base metals exploration company located in Thailand which is
accounted for using the equity method and is allocated to the Southeast Asia segment. The Company has earned the right
to acquire 33.17% of Puthep Company Limited, with the issue of shares currently in progress.
5 Revenue
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
22,113
12,671
1,745
42
1,787
3,632
3,632
1,467
1,467
3,624
3,624
23,900
16,303
1,467
3,624
6 Other income
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Net gain on disposal of property, plant and equipment
Foreign exchange gains (net)
19
1,056
1,075
-51-
7,379
7,379
Parent
31 December 31 December
2007
2006
US$'000
US$'000
985
985
7,570
7,570
7 Revision of estimates
(a) Revision of useful lives of plant and equipment
During the year the estimated total useful lives of certain items of plant and equipment used in the Phu Kham Heap Leach
Gold Operation were revised as these assets are not expected to have any economic use past the current expected
closure of the Phu Kham Heap Leach Gold Operation at the end of 2009. The net effect of the changes in the current
financial year was an increase in depreciation expense of the Group of US$2.4 million.
Assuming the assets are held until the end of their estimated useful lives, depreciation of the Group in future years in
relation to these assets will be increased by approximately US$1.5million in each of 2008 and 2009.
8 Expenses
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
120
52
6,005
108
949
70
7,304
47
3,933
157
352
19
4,507
42
42
351
105
456
65
96
161
350
105
455
420
406
338
338
223
223
262
151
Amortisation
Development costs
Total amortisation
Finance costs
Interest and finance charges paid/payable
Provisions: unwinding of discount
Other borrowing costs
Amount capitalised
Amount recognised as prepayment
Finance costs expensed
17,925
101
96
(5,325)
(12,533)
264
-52-
Expenses (continued)
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
930
951
629
440
270
665
3,885
745
305
317
309
307
1,599
3,582
462
462
529
529
2,687
2,687
5,212
5,212
Hedging activities during 2007 have resulted in a negative impact to the profit and loss statement as a result of
ineffectiveness in some of the hedge relationships, as well as the movement in value of deferred premium on gold put
options due to increase in gold price.
During 2006, wet season rain damage inflicted upon agglomerates on the surface of active cells prevented uniform leach
solution penetration of the underlying heap. In order to commence the stacking of fresh agglomerated ore, the rain
damaged cells had to be sealed to ensure maximum recovery of gold from the fresh agglomerates. As a result 16,040
ounces of gold in circuit is uneconomically recoverable and was written off at cost as at 31 December 2006.
Parent
31 December 31 December
2007
2006
US$'000
US$'000
(5,310)
5,310
-
-53-
1,019
(1,019)
-
821
(821)
-
1,726
(1,726)
-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
(13,055)
(3,917)
(4,522)
(1,357)
(7,896)
(2,369)
6,677
2,003
1,105
928
(4,062)
(310)
946
(5,310)
3,734
(371)
(987)
1,019
29
923
2,917
(373)
(306)
821
1,060
(370)
(967)
1,726
5,310
-
(1,019)
-
(821)
-
(1,726)
-
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
73,913
22,174
(3,349)
18,825
53,718
16,115
(2,403)
13,712
6,929
2,079
2,079
5,656
1,697
1,697
Unused tax losses for all Australian entities are included under the parent entity in the table above. The difference between
unused tax losses for the consolidated and parent entities represents tax losses of the Laos entity Phu Bia Mining Limited.
The Company has not recognised any deferred tax assets or liabilities as at 31 December 2007. If the Company had
recognised deferred tax balances at period end the estimated tax position would be US$19 million deferred tax asset,
US$13 million deferred tax liability and US$6 million tax credit to profit & loss.
(d) Tax consolidation legislation
Effective 1 January 2004, for the purposes of Australian income taxation, PanAust and its 100% Australian owned
subsidiaries have formed a tax consolidated Group. Members of the Group have entered into a tax sharing arrangement in
order to allocate income tax expense to the wholly-owned subsidiaries on a pro-rata basis. In addition the agreement
provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment
obligations. At the balance date, the possibility of default is remote. The head entity of the Group is Pan Australian
Resources Limited.
-54-
24,414
Parent
31 December 31 December
2007
2006
US$'000
US$'000
68,472
10,708
64,489
19,111
5,254
49
24,414
Parent
31 December 31 December
2007
2006
US$'000
US$'000
28,347
40,087
38
68,472
10,708
10,708
24,402
40,087
64,489
Parent
31 December 31 December
2007
2006
US$'000
US$'000
202
340
35
341
3,234
308
1,597
5,139
1,945
1,945
765
765
1,355
1,355
5,341
2,285
800
1,696
Parent
31 December 31 December
2007
2006
US$'000
US$'000
5,193
(74)
5,119
1,408
1,408
8,169
-
2,316
855
13,288
4,579
-55-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
Current assets
Forward foreign exchange contracts - cash flow hedges
((a)(ii))
Gold put options ((a)(iii))
Total current derivative financial instrument assets
223
312
535
Non-current assets
Gold put options ((a)(iii))
Total non-current derivative financial instrument assets
3,871
3,871
4,406
Current liabilities
Forward foreign exchange contracts - cash flow hedges
((a)(ii))
Interest rate swaps - cash flow hedge ((a)(i))
Total current derivative financial instrument liabilities
7
995
1,002
96
9,814
9,910
10,912
(6,506)
Non-current liabilities
Interest rate swaps - cash flow hedge ((a)(i))
Gold forward contracts ((a)(iii))
Total non-current derivative financial instrument
liabilities
(a) Instruments used by the Group as required by the Mandatory Hedging Program
The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to
fluctuations in foreign exchange, interest rates and gold price in accordance with the mandatory hedging program for the
project financing for the Phu Kham Copper-Gold Operation (refer to note 2).
(i) Forward exchange contracts - cash flow hedges
The Laos based operations use materials and services purchased from Australia. In order to protect against exchange
rate movements, the Group has entered into forward exchange contracts to purchase Australian dollars.
These contracts are hedging highly probable forecasted purchases for the ensuing financial year. The contracts are timed
to mature when payments for major shipments of component parts are scheduled to be made or Australian dollar costs for
services are payable.
The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly
in equity. When the cash flows occur, the Company adjusts the initial measurement of the component recognised in the
balance sheet by the related amount deferred in equity.
During the year ended 31 December 2007 a gain of US$586,007 (2006 - nil) was removed from equity and the benefit
reduced the acquisition cost of components.
-56-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
3,592
1,847
8,781
14,220
15,016
29,236
Tax prepaid by Phu Bia Mining Limited is able to be offset against future income tax payments.
Amount receivable from Government of Laos to acquire 10% interest in Phu Bia Mining Limited represents fair value of
estimated future cash flows required to obtain the interest based on 10% of current equity invested by PanAust as at 31
December 2007.
-57-
Floating
NonTotal
interest interest
rate
bearing
US$'000 US$'000 US$'000
Financial Assets
Non-trade debtors
Cash
Held-to-maturity investments
24,414
24,414
202
202
4.8 %
2006
202
24,414
24,616
-%
Floating
NonTotal
interest interest
rate
bearing
US$'000 US$'000 US$'000
Financial Assets
Non-trade debtors
Cash
Held-to-maturity investments
68,471
11,800
80,271
341
341
5.7 %
341
68,471
11,800
80,612
-%
Shares in associates
1,021
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-
-58-
15 Non-current assets - Investments accounted for using the equity method (continued)
Ownership interest held by
consolidated entity
31 December
31 December
2006
2007
%
%
20.66
20.66
Name
Puthep Company Limited - ordinary shares
(i) Principal activity
Puthep Company Limited is a copper exploration company incorporated in Thailand.
Puthep Companys sole asset is the Puthep Copper Project in northern Thailand.
Consolidated
31 December
31 December
2006
2007
US$
US$
(ii) Carrying amount of investment in associate
Balance at the beginning of the financial year
Carrying amount of investment at year end
1,020,825
1,020,825
1,020,825
1,020,825
The Company has the right to earn a 51% interest in Puthep Company Limited, a Thai incorporated subsidiary of Padaeng
Industry Public Company Limited (Padaeng) and the licence holder of the Puthep Copper Project in Thailand through a
Participation Agreement entered into in 2000. The consolidated entity is required to complete a bankable feasibility study.
The consolidated entity has completed the expenditure requirements of the First and Second Earning Period of the
Participation Agreement (US$2 million) and has earned a 33.17% interest in Puthep Company Limited. The share issue of
a 20.66% interest in Puthep Company Limited was finalised on 29 June 2005, with the share issue for the further 12.51%
for the Second Earning Period (to take the Company's interest to 33.17%) currently in progress and expected to be
finalised in the first half of 2008.
The Government of Thailand has an option to acquire a 10% interest. If the Government of Thailand exercises its option to
acquire a 10% interest, each of Padaeng and the Company must transfer half of the shares required to be transferred to
the Government of Thailand provided that Padaeng's interest is not to fall below 26%. Under the Participation Agreement,
the Company has further options to acquire a 60% or 70% interest in Puthep (if the Government of Thailand exercised its
option the interest would be diluted to 55% or 64% respectively).
Under the Thailand - Australia Free Trade Agreement, the Company can acquire a 60% interest without any further
approvals from the Government of Thailand. The Company can acquire an interest above 60% with government approval.
11,800
11,800
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-
11,800
11,800
The short term money market deposits are carried at cost. They are held to their maturity and carry a fixed interest rate of
5% for 2006.
-59-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
3,667
3,667
(7)
-
(7)
-
176,825
109,571
3,667
207
213,897
(37,279)
176,618
207
136,918
(27,554)
109,364
Consolidated
Mine
Properties Field Plant Phu Kham
Mining
Office
and
Heap Leach Plant and
Equipment Equipment Operation Equipment
US$'000
US$'000
US$'000
US$'000
Motor
Vehicles
US$'000
Total
US$'000
272
389
(157)
504
92
384
(47)
429
1,223
(191)
1,032
10,230
11,427
(1,526)
(352)
19,779
49
(19)
31
11,867
12,200
(1,717)
(575)
21,775
At 31 December 2006
Cost or fair value
Accumulated amortisation
Accumulated depreciation
Net book amount
773
(269)
504
508
(79)
429
1,277
(245)
1,032
22,183
(1,993)
(411)
19,779
105
(74)
31
24,846
(2,238)
(833)
21,775
-60-
Consolidated
Mine
Properties Field Plant Phu Kham
Mining
Office
and
Heap Leach Plant and
Equipment Equipment Operation Equipment
US$'000
US$'000
US$'000
US$'000
504
283
(15)
(107)
174
(398)
441
At 31 December 2007
Cost or fair value
Accumulated depreciation
Net book amount
643
(202)
441
429
29
(52)
131
(537)
-
Motor
Vehicles
US$'000
Total
US$'000
1,032
(6,416)
(4,417)
23,778
13,977
19,779
19,232
(803)
(77)
(7,266)
30,865
31
2,074
(19)
(70)
10
80
2,106
21,775
21,618
(34)
(7,448)
(4,179)
15,657
47,389
25,055
(11,078)
13,977
34,149
(3,284)
30,865
2,241
(135)
2,106
62,088
(14,699)
47,389
The parent entity does not hold any property, plant or equipment.
(a) Leased assets
Mining plant and equipment includes the following amounts where the Group is a lessee under a finance lease:
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Cost
Accumulated depreciation
Net book amount
25,980
(1,810)
24,170
Parent
31 December 31 December
2007
2006
US$'000
US$'000
Consolidated
17,156
6,315
23,471
46,041
46,041
-61-
13,200
480
(2,217)
11,463
Restoration
Asset
US$'000
Total
US$'000
30,356
52,836
(2,217)
80,975
Consolidated
23,471
12,206
9
35,686
46,041
159,061
252
205,354
11,463
22,224
(42)
2,835
(14,298)
22,182
Restoration
Asset
US$'000
11,860
144
(641)
11,363
Total
US$'000
80,975
205,351
102
2,194
(14,037)
274,585
The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful
development and commercial exploitation or sale of the respective mining areas.
Goodwill
US$'000
5,380
5,380
At 31 December 2006
Cost
Accumulated amortisation and impairment
Net book amount
5,380
5,380
5,380
5,380
At 31 December 2007
Cost
Accumulated amortisation and impairment
Net book amount
5,380
5,380
The ultimate recoupment of goodwill carried forward is dependent on the successful development and commercial
exploitation or sale of the respective mining areas.
-62-
Notes
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Trade payables
Accrued expenses
Gold put option premium payable
Other payables
10,271
10,979
1,321
1,140
23,711
6,172
6,838
402
13,412
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-
63
63
8,000
1,014
9,014
Parent
31 December 31 December
2007
2006
US$'000
US$'000
1,805
20
1,825
1,020
1,020
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-
Other provision relates to provision for environmental protection , first recognised in 2007.
5,607
5,607
-63-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
205
205
205
205
25,784
139,200
164,984
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-64-
160,000
25,000
20,000
2,000
34,637
241,637
173,998
67,639
Parent
31 December 31 December
2007
2006
US$'000
US$'000
The current interest rates are LIBOR plus 2.5% on the $160 million construction facility, LIBOR plus 3.25% on the $25
million pre-operating cost facility, and LIBOR plus 2% on the $20 million working capital facility.
As at the date of this Report, capital expenditure on the Phu Kham Copper-Gold Operation was fully funded. Pre operating costs are being met by facilities provided by the project finance banks. Expenditure on the ramped up
exploration program, initial commitments for the Phu Kham expansion and feasibility study activities will be funded by the
US$80 million subordinated debt facility provided by Goldman Sachs JBWere.
(c) Interest rate risk exposures
The following table sets out the Groups exposure to interest rate risk, including the contractual repricing dates and the
effective weighted average interest rate by maturity periods.
Fixed interest rate
Floating 1 year or Over 1 to
Total
interest
less
2 years
rate
US$'000 US$'000 US$'000 US$'000
2007
147,200
26,798
173,998
7.63 %
2006
101,106
101,106
5.13 %
34,869
34,869
147,200
26,798
135,975
309,973
5.13 %
4,000
7.70 %
-65-
4,000
-
556
11,923
12,479
50
1,518
1,568
Parent
31 December 31 December
2007
2006
US$'000
US$'000
-
A provision for restoration is recognised in relation to the mining activities for costs such as reclamation, waste site
closure, plant closure and other costs associated with the restoration of a mining site. Estimates of the restoration
obligations are based on anticipated technology, legal requirements and future costs which have been discounted to their
present value. In determining the restoration provision, the Company has assumed no significant changes will occur in the
relevant country legislation in relation to restoration of such mines in the future.
(a) Movements in provisions
Movements in each class of provision during the financial year, other than employee benefits, are set out below:
Restoration
US$'000
Consolidated - 2007
Non-current
Carrying amount at start of year
- additional provisions recognised
- unwinding of discount
Carrying amount at end of year
1,518
10,304
101
11,923
27 Contributed equity
Consolidated and Parent entity
31 December
31 December
2007
2006
Shares
Shares
1,433,370,828
-66-
1,407,809,179
215,985
207,856
31 December 2006
1 January 2007
31 December 2007
Number of
shares
Details
US$'000
Opening balance
Executive options exercised
Unlisted options exercised
Employee share plan
Entitlements offer
Private placement
Less Transaction costs
Balance
754,469,646
9,000,000
9,999,820
598,172
622,079,892
11,661,649
1,407,809,179
70,184
621
1,731
141
136,222
5,000
(6,043)
207,856
Opening balance
Executive options exercised
Unlisted options exercised
1,407,809,179
13,900,000
11,661,649
207,856
1,564
6,565
215,985
Balance
1,433,370,828
215,985
The Company's objectives when managing capital are to safeguard their ability to continue as a going concern, so that
they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
Consistently with others in the industry, PanAust monitor capital on the basis of the gearing ratio. This ratio is calculated
as net debt divided by total capital. Net debt is calculated as total borrowings (including 'borrowings' and trade and other
payables' as shown in the balance sheet) less cash and cash equivalents. Total capital is calculated as equity as shown
in the balance sheet (including minority interest) plus net debt.
During 2007, the Company's strategy was to establish a consolidated gearing ratio within 40% to 70%, increasing the level
of debt to finance the development of the Phu Kham Copper-Gold Operation. The gearing ratios at 31 December 2007
and 31 December 2006 were as follows:
-67-
Total borrowings
Less: cash and cash equivalents (10)
Net debt
Total equity
Total capital
Parent
31 December 31 December
2007
2006
US$'000
US$'000
196,161
(24,414)
171,747
180,196
351,943
13,412
(68,472)
(55,060)
180,287
125,227
(10,708)
(10,708)
188,128
177,420
63
(64,489)
(64,426)
187,288
122,862
49 %
(44)%
(6)%
(52)%
Gearing ratio
The increase in the gearing ratio during 2007 resulted primarily from the project financing facilities being finalised and
drawn on during the year.
Parent
31 December 31 December
2007
2006
US$'000
US$'000
(a) Reserves
Hedging reserve - cash flow hedges
Share-based payments reserve
Other reserves
(10,788)
1,213
137
(9,438)
606
137
743
1,213
137
1,350
606
137
743
(10,109)
(99)
(580)
(10,788)
606
607
1,213
384
222
606
606
607
1,213
384
222
606
137
137
137
137
137
137
137
137
Movements:
Hedging reserve - cash flow hedges
Balance at beginning of year
Adoption of hedge accounting (note 13)
Transfer to net profit - gross
Transfer to capitalised development
Balance at end of year
Share-based payments reserve
Balance at beginning of year
Valuation options and share rights
Balance at end of year
Option reserve
Balance at beginning of year
Valuation options
Balance at end of year
-68-
(28,332)
(13,055)
(41,387)
(23,810)
(4,522)
(28,332)
(21,311)
(7,896)
(29,207)
(27,988)
6,677
(21,311)
29 Minority interest
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Interest in:
Share capital
15,035
15,035
20
20
Parent
31 December 31 December
2007
2006
US$'000
US$'000
The Government of Laos has exercised its option to acquire a 10% interest in Phu Bia Mining Limited, which will be paid
from future dividend flows. The 10% interest has been valued as the discounted future cash flows relating to an amount
equivalent to 10% of PanAust's cash investment in Phu Bia Mining as at 31 December 2007.
R. Bryan
G. Stafford
N.P. Withnall
A.E. Daley
G.A. Handley
Chairman (non-executive)
Managing Director (executive)
Director (non-executive)
Director (non-executive)
Director (non-executive)
-69-
(c) Compensation
Consolidated
31 December 31 December
2007
2006
$'000
$'000
2,803
204
142
306
3,455
1,669
108
399
196
2,372
Parent
31 December 31 December
2007
2006
$'000
$'000
The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the
detailed remuneration disclosures to the directors report. The relevant information can be found in sections A-C of the
remuneration report on pages 10 to 16.
(d) Equity instrument disclosures
(i)
Options and share rights provided as remuneration and shares issued on the exercise of such options
Details of options and share rights provided as remuneration and shares issued on the exercise of such options, together
with terms and conditions of the options and share rights, can be found in section D of the remuneration report on pages
17 to 19.
-70-
Balance at Granted as
start of the compenyear
sation
Exercised
Balance at
end of the Vested and
year
exercisable Unvested
Other
changes
8,000,000
3,500,000 (4,000,000)
7,500,000
4,000,000
3,500,000
2,000,000
1,750,000
1,750,000
2,000,000
1,000,000
2,750,000
800,000
1,300,000
650,000
500,000
750,000
1,300,000
-
(1,000,000)
(1,000,000)
(1,400,000)
(2,750,000)
2,800,000
2,050,000
750,000
1,250,000
1,500,000
750,000
1,300,000
-
2,000,000
750,000
750,000
600,000
1,000,000
-
800,000
1,300,000
650,000
500,000
750,000
1,300,000
-
400,000
650,000
325,000
650,000
400,000
650,000
325,000
650,000
400,000
650,000
325,000
650,000
No options or share rights are vested and unexercisable at the end of the year.
2006
Name
Managing Director
G. Stafford
G. Stafford (indirect)(ii)
Other senior executives
F. Hess
J. Walsh
D. Hairsine
A. Bell
R. Usher
R. Child (resigned effective
30 June 2007)
Balance at Granted as
start of the compenyear
sation
Exercised
Balance at
end of the Vested and
year
exercisable Unvested
Other
changes
7,000,000
3,000,000
2,000,000 (1,000,000)
- (3,000,000)
8,000,000
-
8,000,000
-
2,000,000
2,750,000
2,750,000
2,750,000
- (1,000,000)
- (1,000,000)
2,000,000
1,000,000
-
2,000,000
1,750,000
1,750,000
2,000,000
1,000,000
2,750,000
2,000,000
1,750,000
1,750,000
1,000,000
2,750,000
1,000,000
1,000,000
-
-71-
Received during
Balance at the the year on the
Balance at
start of the
exercise of
Other changes the end of
year
options
during the year
the year
118,201
28,238,281
7,080,334
3,495,314
662,507
311,861
-
4,000,000
-
(214,000)
155,000
118,201
28,238,281
11,080,334
3,495,314
448,507
311,861
155,000
28,570
1,057,800
1,064,070
111,530
14,663
40,000
6,822,950
1,000,000
1,000,000
1,400,000
2,750,000
(86,320)
(53,000)
(5,000,000)
28,570
2,057,800
1,977,750
1,458,530
14,663
40,000
4,572,950
Received during
Balance at the the year on the
Balance at
start of the
exercise of
Other changes the end of
year
options
during the year
the year
65,667
26,381,051
5,080,334
495,314
368,059
173,256
-
1,000,000
3,000,000
-
52,534
1,857,230
1,000,000
294,448
138,605
-
118,201
28,238,281
7,080,334
3,495,314
662,507
311,861
-
28,570
57,800
64,070
6,822,950
1,000,000
1,000,000
-
111,530
14,663
-
28,570
1,057,800
1,064,070
111,530
14,663
6,822,950
(i) Mr Bryan has an indirect interest in 24,059,514 ordinary shares in PanAust held by Leyshon Equities Pty Ltd, a
company in which Mr Bryan has a substantial shareholding. Mr Bryan also has an indirect interest in 4,178,767 ordinary
shares in PanAust held by Transmere Pty Ltd, a company in which Mr Bryan has a substantial shareholding.
(ii) Mr Stafford has an indirect interest in 3,495,314 ordinary shares options in PanAust held by The Spellbrook
Superannuation Fund.
(iii) Mr Daley has an indirect interest in 311,861 ordinary shares in PanAust held by The Motherlode Superannuation Fund.
(iv) Mr Handley has an indirect interest in 155,000 ordinary shares in PanAust held by his spouse.
-72-
31 Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related
practices and non-related audit firms:
Consolidated
31 December 31 December
2007
2006
$
$
Parent
31 December 31 December
2007
2006
$
$
174,598
86,187
90,541
265,139
49,000
135,187
5,327
14,833
20,160
81,506
18,606
100,112
7,704
16,400
16,400
33,598
41,302
-73-
32 Contingent Liabilities
The parent entity had contingent liabilities at 31 December 2007 in respect of:
Guarantees given in respect of loans of subsidiaries amounting to US$174 million (2005 - NIL), secured by registered
mortgages over the freehold properties of the subsidiaries.
(a)
(b)
These guarantees may give rise to liabilities in the parent entity if the subsidiaries do not meet their obligations under the
terms of the overdrafts, loans, leases or other liabilities subject to the guarantees.
No material losses are anticipated in respect of any of the above contingent liabilities.
33 Commitments
(a) Capital commitments
Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Property, plant and equipment
Within one year
12,638
12,638
15,112
15,112
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Deferred exploration, evaluation and development
Within one year
6,830
6,830
80,660
80,660
Parent
31 December 31 December
2007
2006
US$'000
US$'000
Parent
31 December 31 December
2007
2006
US$'000
US$'000
(i) The capital expenditure commitment for the Company under its contract agreement with the Government of Laos is
approximately US$60,000 for rental.
(ii) The Phu Kham Copper-Gold Operation represents the major phase of the development of the Companys Lao assets
following the commissioning of the Phu Kham Heap Leach Gold Operation (formerly referred to as the Phu Bia Gold Mine)
in 2005. At full production the 12 million tonne per annum Phu Kham Copper-Gold Operation is scheduled to produce
more than 200,000 dry metric tonnes of concentrate per year containing on average 50,000 tonnes copper, 50,000 ounces
gold and 400,000 ounces silver. Good progress with capital works, and equipment procurement and fabrication has meant
that the Project is running ahead of the scheduled target date for first concentrate production in mid-2008. At the end of
December 2007, project committed expenditure totalled approximately US$211 million. This expenditure represents 88%
of the overall budget. On current projections, the Project is expected to be completed within the US$241 million capital
budget.
In 2007, the Board approved plans to expand the project to 16 million tonnes per annum, at a capital cost of US$40 million
(including a contingency of US$7 million). At full production the expanded Phu Kham Copper-Gold Operation is scheduled
to produce on average 65,000 tonnes copper, 60,000 ounces gold and 550,000 ounces silver. An order has already been
placed for the additional ball mill required for the expansion, which is expected to be completed by end of the December
2009 quarter.
(iii) Exploration at the Puthep, Phu Kham, Ban Houayxai, Pha Nai and Phonsavan projects will continue during 2008, and
such expenditure is included in a US$30 million exploration and evaluation budget approved by the Board in November
2007.
-74-
33 Commitments (continued)
(b) Lease commitments : Group as lessee
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Commitments in relation to leases contracted for at the
reporting date but not recognised as liabilities, payable:
Within one year
Later than one year but not later than five years
Representing:
Non-cancellable operating leases
Parent
31 December 31 December
2007
2006
US$'000
US$'000
1,051
2,230
3,281
225
754
979
3,281
3,281
979
979
Parent
31 December 31 December
2007
2006
US$'000
US$'000
2,981
21,577
4,661
29,219
(2,421)
26,798
1,014
25,784
26,798
-75-
76,979,349
67,175,359
3,666,857
(9,724,705)
-
(3,626,137)
-
(420,000)
(406,251)
(6,930)
(5,656)
(262,129)
(150,959)
176,619,063
205,458
176,824,521
109,364,420
205,458
109,569,878
3,666,857
3,666,857
(*) Represents an interest free loan from a controlled entity, Masons Hill Gold Limited. The loan has no fixed repayment
term.
35 Subsidiaries
Name of entity
Place of
incorporation
Class of shares
WA
QLD
QLD
QLD
QLD
QLD
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
90
100
100
100
100
100
90
100
100
100
100
100
Laos
Ordinary
90
100
-76-
Equity holding **
2007
2006
%
%
37 Reconciliation of profit after income tax to net cash inflow from operating activities
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
Profit for the year
Depreciation and amortisation
Write back rehabilitation
Capitalised exploration expenditure
Fair value (gains)/losses on other financial assets at fair
value through profit or loss
Net exchange differences
Intercompany management fees
Movement in provision for diminution on intercompany
loans
Value employee shares issued
Value executive options issued
Decrease (Increase) in inventories
Decrease (Increase) in prepayments
Decrease (Increase) in receivables
(Decrease) increase in employee benefits
(Decrease) increase in trade creditors
Net cash (outflow) inflow from operating activities
Parent
31 December 31 December
2007
2006
US$'000
US$'000
(13,055)
7,346
(10,224)
(4,522)
4,507
(172)
(6,567)
(7,896)
-
2,687
(947)
-
(7,379)
-
(985)
420
(7,570)
406
199
176
(8,783)
(2,546)
(459)
1,114
6,076
(18,416)
69
188
(505)
(1,493)
(341)
1,117
291
(14,807)
9,725
(484)
306
(63)
1,023
3,533
(1,206)
(341)
36
1,535
-77-
6,677
-
Parent
31 December 31 December
2007
2006
US$'000
US$'000
25,980
25,980
(13,055)
(4,522)
1,416,854,854
1,147,669,718
35,056,671
43,713,376
1,451,911,525
1,191,383,094
-78-
40 Share-based payments
(a) Executives' Option Plan
The establishment of the Companys Executives Option Plan (EOP) was approved by shareholders at the 1996 annual
general meeting. Further details of the plan can be found in sections A-D of the remuneration report.
Set out below are summaries of options granted under the plan:
Grant Date
Expiry
date
Exercise Balance at
price A$ start of the
Cents
year
Number
10,000,000
7,000,000
1,000,000
2,000,000
2,000,000
1,000,000
23,000,000
17.22
3,000,000
2,000,000
14,000,000
7,000,000
26,000,000
12.52
Granted
during the
year
Number
Exercised
during the
year
Number
Forfeited
during the
year
Number
Balance at
end of the
year
Number
4,550,000
3,500,000
750,000
8,800,000
(10,000,000)
(1,500,000)
(1,000,000)
(1,400,000)
(13,900,000)
5,500,000
600,000
2,000,000
1,000,000
4,550,000
3,500,000
750,000
17,900,000
43.66
13.68
32.96
10,000,000
7,000,000
1,000,000
2,000,000
2,000,000
1,000,000
23,000,000
1,000,000
2,000,000
2,000,000
1,000,000
6,000,000
(3,000,000)
(2,000,000)
(4,000,000)
(9,000,000)
25.00
8.83
Vested and
exercisable at
end of the year
Number
5,500,000
600,000
2,000,000
1,000,000
9,100,000
10,000,000
7,000,000
500,000
1,000,000
2,000,000
500,000
21,000,000
17.22
-79-
options are granted for no consideration, have a three year life and each tranche vests and is exercisable upon
obtaining any performance hurdles
(b)
(c)
Set out below are the variable model inputs for options granted during the year ended 31 December 2007:
Grant date
15-Mar-06
27-Mar-06
24-May-06
04-Sep-06
23-Mar-07
29-May-07
05-Oct-07
Expiry date
15-Mar-09
27-Mar-09
13-Apr-09
13-Sep-09
29-Feb-12
29-Feb-12
07-Oct-12
Exercise
price
A$ cents
23.00
23.00
32.00
32.00
40.00
40.00
83.00
Risk free
interest rate
Number
1,000,000
2,000,000
2,000,000
1,000,000
4,550,000
3,500,000
750,000
5.31%
5.25%
5.25%
5.75%
6.00%
6.00%
6.50%
Staff
Turnover
Rate
16.70%
16.70%
16.70%
Price /
Performance
Hurdle A$
Share price
at grant date
A$ cents
31.5
31.5
45.0
45.0
TSR
TSR
TSR
21.0
19.0
29.0
29.0
40.0
58.0
81.0
Options are granted for no consideration and vest based on PanAust's TSR ranking within the S&P/ASX 300 Metals and
Mining Index. Vested options are exercisable for a period of 5 years from the grant date.
(b) Share Rights Plan
Under the Share Rights Plan (SRP) established in 2007, eligible employees may be offered rights to acquire fully-paid
ordinary shares in the Company annually for no cash consideration. Further details of the plan can be found in sections AD of the remuneration report.
The number of shares rights issued to participants in the SRP is the offer amount divided by the weighted average price at
which the Companys shares are traded on the Australian Securities Exchange during the five trading days immediately
before the date of the offer.
Set out below are summaries of share rights issued under the SRP:
2-Apr-07
1-May-07
14-May-07
29-May-07
1-Jun-07
1-Oct-07
13-Dec-07
31-Mar-17
31-Mar-17
14-May-17
14-May-17
14-May-17
1-Oct-17
1-Oct-17
Exercise Balance at
price
start of the
A$ cents
year
Number
Nil
Nil
Nil
Nil
Nil
Nil
Nil
-
Granted
during the
year
Number
2,025,000
1,300,000
1,695,627
232,380
295,584
568,375
4,500
6,121,466
-80-
Exercised
during the
year
Number
-
Forfeited
during the
year
Number
(341,189)
(122,990)
-
Balance at
end of the
year
Number
2,025,000
1,300,000
1,354,438
109,390
295,584
568,375
4,500
(464,179)
5,657,287
Grant date
2-Apr-07
1-May-07
14-May-07
29-May-07
1-Jun-07
1-Oct-07
13-Dec-07
Expiry date
Exercise
price
A$ cents
31-Mar-17
31-Mar-17
14-May-17
14-May-17
14-May-17
1-Oct-17
1-Oct-17
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Risk free
interest rate
Number
2,025,000
1,300,000
1,695,627
232,380
295,584
568,375
4,500
6.00%
6.00%
-
Staff
Turnover
Rate
Performance
Hurdle
A$
16.70%
16.70%
16.70%
16.70%
16.70%
16.70%
16.70%
TSR
TSR
Nil
Nil
Nil
Nil
Nil
Share price
at grant date
A$ cents
43.0
54.0
52.0
58.0
65.0
83.0
101.0
Share rights subject to TSR performance hurdle are offered to the Managing Director, senior executives and senior
managers for no cash consideration and vest based on PanAust's TSR ranking within the S&P/ASX 300 Metals and Mining
Index. Share rights with no performance hurdles are offered to other employees for no cash consideration and vest after
one, two and three years of employment. Vested share rights are exercisable for a period of 10 years from the grant date.
For 2006 the Employee Share Plan existed whereby participants were issued with shares worth up to A$5,000 based on
the weighted average market price (2006 - A$0.31). The total number of shares issued for the year ended 31 December
2006 under the Plan was 598,172.
(c) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit
expense were as follows:
Consolidated
31 December 31 December
2007
2006
US$'000
US$'000
(d)
154
226
380
222
141
363
Parent
31 December 31 December
2007
2006
US$'000
US$'000
154
226
380
Unlisted Options
On 19 May 2006 11,661,649 unlisted options, with an exercise price of A$0.64 and a term of two-years, were issued to
Sempra Metals & Concentrates Corporation and were exercised during the financial year.
-81-
222
141
363
Thailand
Puthep - copper
evaluation and
development
Laos
Phu Bia Contract
Area copper and
gold evaluation
and development
Tenement Description
%
Beneficial
Interest
16%
Joint Venture
Operator
Joint Venture
Partners
Sundowner
Minerals N.L. (1)
Sundowner
Minerals N.L. (1)
RAL Baker
The consolidated entity is party to an agreement to earn a 51% (with further options
to acquire a total of 60% or 70%, refer to Note 15) interest in Puthep Company
Limited a subsidiary of Padaeng Industry Public Company Limited.
The consolidated entity has 90% interest in Phu Bia Mining Limited that holds the
Phu Bia Contract Area under a Mineral Exploration & Production Agreement with
the Government of Laos.
-82-
the financial statements and notes set out on pages 27 to 82 are in accordance with the Corporations Act 2001,
including:
(i)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii)
giving a true and fair view of the Companys and consolidated entity's financial position as at 31
December 2007 and of their performance for the financial year ended on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable; and
(c)
the audited remuneration disclosures set out on pages 10 to 19 of the directors report comply with Accounting
Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001; and
The directors have been given the declarations by the chief executive officer and chief financial officer required by section
295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
R. Bryan
Chairman
G. Stafford
Managing Director
Brisbane
20 March 2008
-83-
-86-
Distribution of shares
- 1000
- 5,000
- 10,000
- 100,000
and over
977
3,593
2,899
7,029
1,175
15,673
% Issued
Capital
Units
687,371
11,640,735
24,495,438
258,782,844
1,137,799,310
1,433,405,698
0.05
0.81
1.71
18.05
79.38
100
There were 322 holders of less than a marketable parcel of 541 ordinary shares totalling 84,677 shares.
B.
Shareholders
Ordinary shares
Percentage of
Number held issued shares
216,101,252
15.08
154,114,160
10.75
135,326,445
9.44
56,529,343
3.94
28,591,642
1.99
25,000,000
1.74
24,059,514
1.68
17,804,231
1.24
14,075,387
0.98
11,954,489
0.83
11,080,334
0.77
10,000,000
0.70
8,594,546
0.60
8,380,000
0.58
7,321,279
0.51
6,685,929
0.47
6,286,217
0.44
5,899,058
0.41
5,758,830
0.40
5,307,689
0.37
758,870,345
52.92
A number of these shareholders are nominee companies which hold the legal interest in shares where others hold the
relevant interest. For the purposes of the Corporations Act, there are no substantial holders of equity in the Company.
C.
Voting rights
All ordinary shares issued by PanAust carry one vote per share without restriction.
-87-
There are the following holders of unlisted equity securities issued by the Company:
Equity Securities
Options under the EOP
Other unlisted options
Share rights under the SRP subject to performance
conditions
Share rights under the SRP not subject to performance
conditions
None of these equity securities have voting rights
E.
-88-
Total Holders
9
1
Number of securities
20,210,000
5,000,000
10
5,460,000
161
3,672,823