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ANNUAL REPORT 2007ABN: 51 009 242 451
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ABN: 51 009 242 451
DirectorsRobert Gordon Gregory (Chief Executive Officer/Managing Director)Gordon Theodore Hothersall Getley (Non-Executive Director/Chairperson) Philip Nicholas Fillis (Non-Executive Director)David John Hands (Non-Executive Director)
Chief Financial Officer & Company SecretaryTimothy Marcus Stephen (Mark) Hanlon
Principal Place of Business & Registered OfficeLevel 1, 83 Havelock Street, West Perth WA 6005Tel: +61 8 9226 1111Fax: +61 8 9226 1011
Philippines Regional Office4th Floor, Pilgrim Building111 Aguirre Street, Legaspi VillageMakati City, Philippines 1229Tel: +63 2 818 4686Fax: +63 2 819 1763
Share RegistryComputershare Investor Services Pty LimitedLevel 2, Reserve Bank Building45 St George’s Terrace, Perth WA 6000GPO Box D182, Perth WA 6840Tel: 1300 557 010 (within Australia)+61 8 9415 4000 (outside Australia)Fax: +61 8 9323 2033
AuditorsKPMG152-158 St Georges TceWA 6000
Internet Addresswww.rusina.com.au
Email [email protected]
Austraian Stock Exchange CodeRML
London Stock Exchange (AIM) CodeRMLA
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2007
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tsChairmans’ Letter
Managing Directors’ report
Management Team
Directors’ Report
Income statements
Statement of changes in equity
Balance sheets
Statements of cash flows
Notes to the consolidated financial statements
Directors’ declaration
ASX Additional Information
ANNUAL REPORT
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Dear Fellow ShareholderIt is very rewarding to write this letter as your Chairman, after a year of exciting achievements and significant milestones being put in place that by any standard of measurement show 2006/07 as an extremely successful year for our company.
Last year I outlined Acoje as a staged project with the approach being:
Stage 1 Mining the Chromite resource for strong cash flow at low cost Stage 2 Development of the Nickel resource as a long life mine potential
Stage 3 Gradual reassessment of the PGM potential
The three stage approach remains, however the order has now altered as it became apparent that our focus on nickel as our main priority would serve RML’s interests best. With this issue settled, management then put every effort into securing strong strategic partnerships to exploit the initial known nickel laterites.
Rusina was delighted to sign contracts with DMCI Holdings Limited – a major Philippine contractor to engage in direct shipping of nickel laterite ore on a 50-50 profit share of 5m tons over 5 years. In further developments DMCI also undertook to partner Rusina to determine the feasibility of constructing a ferro-nickel furnace as well as enter a JV to explore and develop a number of highly prospective copper/ gold properties on the island of Mindanao .
Whilst the DMCI negotiations were progressing Rusina was negotiating a separate partnership with European Nickel PLC to further the company’s long term nickel strategy.
Both of the these strategic partnerships resulted in cash injections into Rusina for equity positions and the details of these have been previously announced in full detail.
Rusina sees both of these strategic contractual partnerships as significant foundation stones in the growth of RML and the basis of the company’s future success.
Once again I must mention our people. Our employees with strong leadership from a committed and dedicated executive team have performed admirably, our shareholders have supported the company throughout the year and the board has continued to oversee company policy and progress. I am confident that the year ahead will be equally successful and those that stay the journey will be part of a company with a growing reputation as an organization that delivers on it’s stated goals.
Thank you for your continued support,
G.T.H.GETLEYCHAIRMAN
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Managing Directors’ Report
Dear Shareholder,Rusina’s purposeful and successful business strategy has, over the past 12 months, transformed your company from a single project explorer into an imminent cash generating, multi-project explorer and producer underpinned by new partnerships and alliances with like-minded Asian and world-class resource majors.
This quantum leap in building long-term value has been achieved in rapid fashion at low or no cost to Rusina shareholders and with minimal dilution.
It has positioned the Company to emerge strongly in 2007-2008 as a new force in nickel and chromite mining and supply in Asia to high demand, near market opportunities throughout Australasia and the broader Sino region.
Strategically, Rusina has been able to commence the first stage commercialisation of our flagship asset, the Acoje nickel, chromite and PGM project on Luzon Island in the Philippines. We have also expanded our nickel exploration portfolio, secured acreage in an internationally recognised copper footprint in the southern Philippines and established joint venture links with a potential local ferro nickel smelter operation. In addition we have attracted partnerships with large-scale overseas nickel producer, European Nickel PLC, and the Philippines’ well renowned listed contracting group, DMCI Holdings Inc.
This growth corridor has been complimented by strong international support, particularly by sophisticated and institutional investors out of the United Kingdom, for the Company’s capital raising endeavors.
The same momentum has been carried through to our exploration successes, proving up a maiden JORC resource for the near surface nickel laterites at Acoje, in addition to significant advance work on a pending JORC resource for the underlying saprolite mineralisation at Acoje.
Within this environment, Rusina’s shareholders continued to mandate the Company’s endeavors – to the point where a further transformation of your Company into a larger-scale producer and explorer, can be confidently expected in the near term.
A summary of operations follows:
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Managing Directors’ Report
ACOJE PROJECTGeology & TenementThe Acoje project is located on Luzon Island, approximately 290 km by road north of Manila in the northern Philippines. The tenement, Mineral Production Sharing Agreement (MPSA) No. 191-2004-111, is a total of 3,765 hectares (37.7km2). This property is currently held by Fil-Asian Strategic Resources & Properties Corporation (FASRPC), Rusina’s wholly owned Philippine subsidiary. European Nickel PLC (10% earning up to 40% of the nickel resource only), CRAU Minerals Corporation (10%) and DMCI (10%) will participate in the ownership of the project.
The project is located in a preserved ophiolite suite of layered mafic/ultramafic units with PGM/Chromite/Ni sulphide mineralisation associated with dunite units located between harzburgite and gabbro layers. Nickeliferous lateritic ores are found at surface generally on the western harzburgite zones.
The Company has a three phased approach to undertaking development of the nickel laterite resource at Acoje. In the short term it is direct shipping ore. In the medium term it is seeking to develop a ferro-nickel smelter while in the longer term it is seeking to develop a heap leach operation.
Nickel – Direct Shipping OreIn March this year the Company entered an agreement with DMCI, a well known Manila-based and listed Mining and Civil Engineering Contractor to mine 5 million tonnes of Acoje’s surface nickel laterite over the next five years under a profit sharing, alliancing contract.
The contract commits DMCI to be responsible for all funding, mining, grade control, rehabilitation, road and port development work, as well as the marketing and sales obligations, for the agreed 5 Mt of ore. The agreement has the effect of sharing with DMCI 50:50 all net profits from the sale of the mined laterite at Acoje. There is no requirement for any capital injection by Rusina into this mining operation, nor does the agreement entail the sale of project equity or shareholder dilution.
As of the date of this report DMCI have advised that construction of the all weather ship loading facility at Santa Cruz will be completed during October and shipments of nickel laterite, for which they currently have firm offers, will commence shortly thereafter.
Nickel – Ferro-Nickel initiativesIn May, DMCI entered into an agreement to become the Philippine partner in the Acoje Property with an initial interest of 10% and first right of refusal on the existing claim owners, CRAU, 10% residual interest. As part of
Acoje tenement location
Acoje geology
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Managing Directors’ Report
Rob Gregory and Toto Raguini at the recently established Acoje nursery
Seedlings for rehabilitation at the DMCI/ Rusina nursery at Acoje
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View over DMCI’s 7 ha. ore stockpile site behind the Santa Cruz export port
Construction of DMCI’s port loading facilities at Santa Cruz should be completed during October
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that agreement both parties further agreed to form a separate 60% (DMCI), 40% (Rusina) joint venture company, which will comprise of:
• Mining Joint Ventures - all properties of DMCI and Rusina (excluding Acoje and its surrounding EPA’s discussed below), and
• a Ferro-Nickel smelter - subject to feasibility, to be constructed on or near Semirara Island, the site of DMCI’s wholly owned coal mine. Under the agreement, Rusina will guarantee ore supply for 5 years. DMCI has also agreed to carry Rusina’s equity contribution for the project construction on their balance sheet.
This agreement with DMCI has secured the medium term strategy on nickel for Rusina shareholders. Rusina and DMCI are in a unique position to quickly develop and bring into operation the above strategies to maximise shareholder value during the current commodity cycle.
Nickel – Heap LeachDuring May the Company also announced that it had entered an agreement with European Nickel to fund a feasibility study for the heap leaching of nickel laterite deposits by spending up to US$10 million to earn a 40 % interest in the Acoje nickel laterite property. European Nickel’s farm-in does not apply to the chromite or PGM / Ni sulphide portion of the property. The feasibility study is likely to take between two and three years and will include a trial heap leaching operation to determine whether tropical laterite ores from Acoje can be successfully heap leached. European Nickel are considered industry leaders in heap leach technology, having successfully demonstrated the process in their Caldag project in Turkey.The agreement with European Nickel has secured the long term strategy on nickel production for Rusina shareholders. Should heap leach be feasible on Acoje laterite deposits the low operating cost ($US 2.50/lb or $US 5500 / t Ni), with significantly lower capital requirements than the traditional High Pressure Acid Leach (HPAL) development process, will ensure that heap leach operations remain very profitable under all long term nickel price projections currently being forecast.
PGM, Nickel Sulphide and Chromite ExplorationThe chromite and Platinum Group Metal (PGM) mineralisation, which is generally confined to the eastern side of the Acoje property within the dunite zone, is not included in the agreement with European Nickel. The chromite and PGM’s will be retained by Rusina (80% equity) and its Philippine partners (20% equity). The Company intends to drill the PGM/Ni sulphide mineralisation via cash flow from direct shipping nickel laterite ore.
The IP geophysical survey of 2006 revealed a number of possible sulphide generated targets, and most of these are at relatively shallow depths. Further work, including drilling, on these targets is scheduled for late 2007 and early 2008.
The underground chromite mineralisation is open at depth and there is potential to increase the significant remnant underground target ore when the mine closed in 1991 of between 3.6 - 3.7 million tonnes at 17-18% Cr
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31. A scoping study in 2006 showed that a stand
alone underground chromite operation was profitable, and combined with further underground PGM/Ni sulphide resources would add considerable value to this initiative. Further evaluation of the chromite potential will occur during the current financial year.
Managing Directors’ Report
Acoje Induced Polarisation anomalies
1 This figure is based on the reported remaining chromite of the old Acoje Mine. The remaining chromite tabled in those reports do not satisfy JORC code for reporting. There can be no guarantee that any future Reserves or Resources will be classified in accordance with JORC code requirements.
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Managing Directors’ Report
The Sodaco Project is located on Mindanao Island, 48 km north-northwest of General Santos City in southern Philippines. The tenement, APSA 008-XII, is a total of 3,228 hectares (32km2). This property forms part of a joint venture agreement between DMCI (60%) and FASRPC (40%).
The project boundary lies entirely within the Tampakan FTAA-002-95-X1 and is 900 meters from the world class Tampakan copper-gold deposit with a resource of 1.97 billion tonnes at 0.72% copper equivalent. The Tampakan copper-gold deposit is a major high-sulphidation epithermal deposit superimposed on an underlying porphyry copper system.
The deposit is hosted by a sequence of subaerial andesitic flows related to a highly eroded andesitic strato-volcanic complex. The Tampakan deposit is located near the intersection of one of several WNW trending splay structures with a prominent NNE trending dilational structure (Pula Bato Fault), one of many that transect the host volcanic complex. High sulphidation style copper-gold mineralization at Tampakan is broadly associated with a flat lying tabular body of pervasive silica and silica-clay alteration developed within a district scale lithocap of advanced argillic alteration that extends over an area of 90km2 within the volcanic complex.
Immediately south (~400m) of the Sodaco property drilling by Western Mining Corporation (WMC) intersected 157.65m at 0.52 g/t Au and 0.41% Cu from 92.25 meters in drill-hole TMPD57. This intersection is on or near the northerly striking Pula Bato Fault corridor, which is a major control on the mineralization at Tampakan. Rusina will be focusing on drilling the possible northern extension of this mineralization in early 2008.
Other prospects within the Sodaco property have been identified based upon previous work carried out by WMC. Two of these prospects, Salnaong and Bong Dalol are also proposed to be drilled tested.
SODACO, TAMPAKAN PROJECT, SOUTH COTABATO
Sodaco geology
Sodaco tenementSodaco tenement
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Managing Directors’ Report
The Abogado Project is located on Mindanao Island in Sultan Kudarat province, 67 km west of General Santos City in Southern Philippines. The project is held under two Exploration Permit Applications (EXPA) and an MPSA, for a total area of 7,898 hectares (79 km2). This property forms part of a joint venture agreement between DMCI (60%) and FASRPC (40%).
The Abogado Project is located within a sequence of dacitic-andesitic volcanic lavas and pyroclastics, as well as hornblende diorite and dacite porphyry intrusive bodies. The area of interest is defined by a northwest trending zone of pervasive and structurally controlled alteration and mineralization associated with the dacite lavas and intrusive bodies. The silica-pyrite, chlorite and sericite alteration areas are extensive within much of the prospective corridor.
Various types of geochemical sampling have been carried out and soil sampling results are as high as 2.78 ppm Au and 65.1 ppm Ag, while rock chip samples to 56.7 ppm Au and 349 ppm Ag have been recorded. In terms of base metals several rock chip samples are greater than 1% for Cu, Pb and/or Zn, with maximum values to 8.72% Cu, 3.6% Zn and 2.31% Pb.
The Abogado setting is considered favourable for the occurrence of epithermal gold-silver and base metal mineralization as well as porphyry copper mineralization. Compilation of the data is underway and a drilling program is forecast for the middle of next year, providing all permits are in place.
Abogado tenement
Abogado geology
ABOGADO, SULTAN KUDARAT
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Zambales Chromite tenement
Zambales Chromite geology
Managing Directors’ Report
The Zambales Chromite tenement, MPSA-005-91-III, is located 3 km. north of the Acoje project in the Zambales Province of Luzon Island. The MPSA, which covers 540 hectares, is held by Zambales Chromite Mining Company Incorporated (ZCMCI). Fil-Asian Strategic Investment Holding Corporation, a subsidiary of Rusina, has the option to purchase 100% of ZCMCI for a total consideration of USD$2.0 million. European Nickel has confirmed that they will co-join into the agreement 50:50 with Rusina.
The Zambales Chromite project forms part of the northern extension of the Acoje mafic/ultramafic ophiolite belt. The area is dominantly underlain by harzburgite in the west and central portions while the eastern part forms part of the main Acoje dunite sequence.
The predominantly harzburgite terrain is highly prospective for nickel laterite deposits and these deposits have been evaluated by Benguet Corporation and Falconbridge in the 1970s and early 1980s. This work consisted largely of
test pit sampling of the upper limonite layer. No significant exploration work was carried out on the lower saprolite layer. Within the ZCMCI tenement there were 348 test pits excavated which were assayed for nickel and cobalt only. Rusina has been able to replicate the Falconbridge resource estimates based on the digital data supplied and a cut-off of 1.2% nickel used at that time. Current nickel cut-off grades used at Acoje are 0.75% nickel therefore the Falconbridge estimate is considered to be conservative. Based on these ranges between the nickel cut-off grades, Rusina is targeting a nickel limonite resource estimate on the ZCMCI property of between 6 and 24 million tonnes grading 1.6% to 1.1% nickel. These target ore figures are produced under section 18 of the JORC code and are conceptual until further quality assurance work can be undertaken on the data
Rusina is conducting further exploration on the property in order to establish a JORC compliant nickel laterite resource. This will include a drilling program which has been scheduled for later this year.
“ZAMBALES CHROMITE” NICKEL LATERITE PROJECT
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The Pan de Azucar project (PDA) is located on Pan de Azucar Island, Concepcion municipality, 112 km. north-east of Iloilo City, Panay Island, central Philippines. The project is held through the 1,296 hectare EXPA which has been assigned by P&N Mining to FASRPC. This property may be vended into the DMCI (60%), FASRPC (40%) joint venture at pro-rata costs.
This tenement surrounds the 535 hectare MPSA held by Minimax Mineral Exploration Corporation, which is under joint venture with Mindoro Resources Ltd (Mindoro) earning 75%.
The PDA project covers much of a collapsed caldera structure, where the dacitic-andesitic caldera-fill package hosts pervasive and structurally controlled alteration and mineralisation. Structurally controlled gossanous mineralisation is present within the dacitic units. Various dioritic intrusive phases have also been reported in the area. The caldera-wall rock-types consist of unaltered andesite porphyry flow-domes and andesitic non-welded ignimbrites.
Mindoro has released results from drilling the gossanous zones at Pan De Azucar, as tabulated below.
True Width (m) Cu % Au g/t Ag g/t Zn %37.1 0.8 1.87 - -40.25 0.69 1.21 4.34 0.63
This zone of mineralization is stated to be “open to the north for a further 250-300 meters, to the property boundary, where gossanous outcrops are present.” Mapping reveals that gossanous outcrops are present within the Rusina tenement, which is north of the prospect held by Mindoro.
The PDA setting is considered favourable for the occurrence of bonanza low-sulphidation gold-silver mineralization and porphyry copper mineralization. Detailed exploration of this project is scheduled to take place in the second quarter of next year, once the various permits are in place.
Pan de Azucar tenement Pan de Azucar geology
Managing Directors’ Report
PAN DE AZUCAR PROJECT, ILOILO
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The Guimaras project is located on Guimaras Island, 30 km. south of Iloilo City, Panay Island, central Philippines. It is part of a 2,592 hectare EXPA previously held by P&N Mining which has been assigned to FASRPC. This property may be vended into the DMCI (60%), FASRPC (40%) at pro-rata costs.
The Guimaras Project is located within andesitic volcanic lavas and diorite intrusive bodies which host pervasive and structurally controlled alteration and mineralization. Silica, clay and pyrite alteration are extensive within much
of the tenement. At this stage, only a stream sediment sampling program is recorded to have taken place and various anomalies have been generated requiring further work.
The Guimaras setting is considered favourable for the occurrence of bonanza low-sulphidation gold-silver mineralization and porphyry copper mineralization. Detailed exploration of this project is scheduled to take place in the second quarter of next year, once the various permits are in place.
Guimaras Tenement
Guimaras Geology
Managing Directors’ Report
GUIMARAS PROJECT, ILOILO
The information in this report that relates to Exploration Results, Mineral Resources or Ore Resources is based on information compiled by Neil Motton (B.Sc, Hons) who is a Member of The Australian Institute of Mining and Metallurgy. Neil Motton has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Neil Motton consents to the inclusion in the report of the matters on his information in the form and context in which it appears”.
ROBERT GREGORYCEO/ Managing Director
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THE RUSINA MANAGEMENT TEAMEXPANDING EXPERTISE IN 2007Over the past year the Company has continued to expand, filling vital roles in exploration, mine development, environment and legal.
Exploration group
Arnulfo Santiago, Manager, Regional ExplorationB.Sc. Geology (Mapua, 1980), M.Sc. Geotechnical Engineering (Mapua, 1985)Arnulfo started his career in geology with the Philippine Bureau of Mines till 1987. He has considerable expertise in working across the dense tropical forests of Philippine and Indonesian islands and is a highly respected member of his profession. Arnulfo manages the field operations for the exploration work across all of the Company’s properties. He is a Professor of the graduate school of Mapua on Advanced Foundation Engineering, Soil Mechanics, Geotechnical Modeling, Engineering Geology and Geotechnical Engineering.
Maribel Agustin-Valenzuela, GIS SpecialistB.Sc. Geology (Mapua, 1995)Maribel currently looks after the GIS work for Rusina. She started her career as a field geologist for Western Mining Corporation’s Tampakan Copper Project. Her expertise in geological work covers field mapping, geochemical sampling and core logging, preparation of environmental impact assessment and initial environmental examination reports. She is a MapInfo Professional specialist.
Lester Polinar, Senior Field GeologistB.Sc. Geology (Negros Oriental State University, 2001)Lester started his career as exploration geologist with an active nickel laterite mining company in the Philippines. He is currently supervising implementation of Rusina’s exploration program and grade control work at Acoje.
Melford Go, Junior GeologistB.Sc. Geology (Mapua Institute of Technology, 2005)Mel conducts geological evaluation within and surrounding the Company’s tenements and prospects. He is involved in test pitting, sampling and core logging. He is GIS literate using Map Info and Acquire. Prior to joining Rusina, Mel was involved in a gold project at a mining prospect in the southern Philippines conducting semi detailed and detailed geologic mapping, core logging and creating section maps. He has also trained at the Mines Geosciences Bureau Central Office.
Jeffrey Christian Pastoral, Junior GeologistB.Sc. Geology (Mapua Institute of Technology, 2006)Jeff is involved in geological mapping (semi-detailed and detailed), prospecting, and geologic logging. His technical skills include digitizing maps, radar image interpretation, field mapping and preparing engineering geology and geo-hazard assessment reports. He is proficient in Autocad, MapInfo and GIS.
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Neil (Rex) Motton, Vice President – ExplorationB.Sc. Applied Geology (Ballarat C.A.E., 1985), B.Sc. Honor’s Geology (Ballarat University, 1989)Rex joined the Company to head up the Group’s Exploration arm. He has extensive experience in gold and base metals exploration and mining from Australia, South America and Asia over more than 20 years. Rex has held a number of senior exploration management roles for various Australian and Asian companies and has discovered a number of mineral deposits which have subsequently been mined commercially.
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Krista Barbara P. Morota, GIS Specialist B.Sc. Geology (Mapua Institute of Technology, 2005)Krista initially joined the Company as a field geologist to assist in the completion of exploration work at Acoje. Recently, she moved to the Geographic Information Systems area to further expand the GIS capability of the company.
Mine Development group
Nicholas Holthouse, Vice President, Mine DevelopmentDip. of App. Sc. Mine and Engineering, Surveying (TAPE, 1991), Grad. Dip. Mining (WASM-Curtin, 2006)Nick heads the Mine Development work for the Acoje project. He successfully shepherded the initial scoping study for Acoje towards feasibility study currently on-going. He honed his mine survey and planning skills in Western Australia’s underground and open cut gold and lead-zinc mines. His move to Southeast Asia commenced with his role as Reclamation Manager for Aurora Gold in the successful mine closure of Mt. Muro, Indonesia before joining Rusina and moving to the Philippines in September 2006.
Victoriano M. Frias, Mine Engineer (seconded to DMCI Mining Corp.)B.Sc. Mining Engineering (Mapua, 1961)Vic has 45 years combined experience in mining operations covering chromite, gold, and manganese mining and beneficiation; copper mining and milling; and mining project and environmental studies and permitting. He was a long term employee in the former Acoje chromite mine where he worked from 1961 to 1987, his last post as Acting Resident Manager.
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Joselito C. Raguini, Mine Engineer B.Sc. Mining Engineering (Mapua Institute of Technology, 1983) M. Sc. Environment Management (Philippine Women’s Univ., for completion)Toto was employed by the Company’s Mine Development group and brings a regulatory experience having worked with government, and an industry perspective to the Company. His experience extends from copper, gold, silver, coal and nickel open pit mine feasibility studies, to operations and management. He has undertaken environmental management, coal mining and technology training in Asia, Europe and Australia.
Environment and Community group
Victor F. Bagasao, Manager – Community RelationsB.Sc. Sociology (UP Los Banos, 1978)Vic represents the cross-over of the old and new way of mining in the Philippines. Trained as a community organizer, he applied the discipline, passion and commitment of social development to promote the conditions and prospects of communities hosting mining projects. He presented the highlights of his experiences in a paper on stakeholder engagement to the World Bank Conference on Mining and Communities in Madang, PNG in 1999. Shortly before joining Rusina to handle corporate affairs and community relations, Vic was responsible for re-directing the community development program of TVI Pacific’s Canatuan gold-copper project in Zamboanga Peninsula.
Roberto Dalisay, Community Relations OfficerWilly is responsible for the maintenance of relationships with the local community within the Acoje project site and is in charge of community information, education and communication campaigns. He assists in the organisation of the dental mission and training on inland utilisation. He also liaises with local government units. He has had formal training on rural leadership from the Asian Rural Institute in Japan and is an advocate for people development and social justice issues.
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Joselito R. Bacani, Manager – Environmental ManagementB.Sc. in Chemical Engineering (Mapua Institute of Technology, 1978)Jojo was appointed to head up the environmental management requirements of Rusina. A chemical engineer by profession, he leads Rusina’s environment, safety and health initiatives and contributes to quality assurance in managing the environmental impacts of Rusina’s operations. Jojo has over 10 years experience in senior roles managing environmental management issues that confront the Philippine minerals development sector, including as Loss Control Manager of Western Mining Corporation (Philippines). Prior to his work with WMC Jojo worked with the National Steel Company and other local mining companies.
Corporate group - Philippines
Paul B. Azarcon, Country ManagerB.Sc. Geology (UP Diliman, 1986), Master in Business Management (Ateneo de Manila, 2002)Paul has been a valued member and team leader of exploration projects in the Philippines over the past 20 years: Panian Coal Mine (Semirara Coal Corporation), Co-o Gold Mine (Philsaga-Medusa Mining), Didipio Gold-Copper Project (Climax Mining) and Berong Nickel Project (Toledo Mining). While being a seasoned exploration geologist who has worked in the most challenging regions of the Philippines, he considers working with poor and remote communities as geologist for the non-profit Environmental Science for Social Change (ESSC) as the highlight of his career. Paul serves as the Country Manager for Rusina’s Philippine operations.
F.K. Coronel, Vice President – Corporate AffairsB.Sc. Commerce (WNC, 1991), Master in Development Management (AIM, 1992)Ed pioneered community-based approach to managing social development issues in the Philippine mining industry as part of Western Mining Corporation’s Tampakan Copper Project. He replicated the same initiative on advancing stakeholder engagement by spearheading the Human Rights Impact Study for TVI Pacific’s Canatuan gold-copper project. He brings along an extensive experience in development management, regional development planning; community and organizational development, and governance reforms advocacy to now look after Rusina’s corporate social responsibility, policy development, public affairs, human rights and corporate affairs.
Emelinda Dumlao-Pilande, Manager – Finance and AccountingB.Sc. Accountancy and Finance (Miriam College, 1993), CPADang started as a Senior Staff Auditor of SGV, the pioneer audit firm in the Philippines. Before taking post as Administration Manager for Rusina’s Manila office, she looked after the accounting departments of a consulting, jewellery and re-insurance company.
D. V. Solee, Manager – Tenements and PermittingB.Sc. Geology (Mapua, 1980)Deody is a licensed geologist with more than 26 years of experience in a wide range of expertise in the practice. His focused has been exploration project management, mining tenements maintenance and management and mining permits acquisition.
Carlyn Gracielle R. Morada, Administration OfficerB.Sc. Communications Arts (Bicol University, 2006)Chin joined the Company in May to take responsibility for administrative tasks and to learn about office management. Prior to joining the company, Chin trained in local radio and television networks as a personal assistant, scriptwriter and researcher.
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Management Team
New
Araceli B. Habaradas, Legal CounselA.B.-B.S.C. (De La Salle University, 1994), J.D. (Ateneo de Manila University, 1999), Ll.M. (Columbia University, 2004)Araceli has recently assumed the full time role of internal counsel, having undertaken legal due diligence in property/tenement acquisitions undertaken by the Company over the past year in her prior role. Attorney Habaradas worked with the Philippine Senate and the Department of Finance for three years and was also a consultant of development agencies with a focus on policy and legislation for two years. Most recently Atty. Habaradas was employed in private practice with legal firm Carpio Villaraza & Cruz.
Mylene Romano, Administration OfficerB.Sc. Computer Science (PCU, 1994)Mai joined Fil-Asian as Administration Manager in May to take on the responsibility for the management of the daily administration of the Manila office, to setup a document control system and provide technical assistance to senior management. Prior to joining Fil-Asian, Mai has worked in a global express and logistics company (DHL Express, Manila) for 5 years as a Business Analyst, Business Consulting (Singapore) as Office and Network Administrator and 7 years with Australian mining company (Climax Mining, Manila) as Administration Officer.
Corporate Group - Australia
Mark Hanlon, Company Secretary and Chief Financial OfficerB. Bus., Accounting & Finance (UTS, 1992), Master of Business Banking & Finance (UTS, 1995)Mark was appointed to the position of CFO and Company Secretary in September 2006. His experience includes 10 years in commercial and merchant banking with Partnership Pacific Ltd, Westpac Banking Corporation and the Bank of New Zealand before entering commerce in 1994. He has a broad background of senior executive experience across a wide range of industries including mining services, electricity distribution, electronic contract manufacturing, packaging and insurance. He has previously held the position or equivalent position as CFO and Company Secretary with other listed public companies such as Century Drilling Limited and International Contract Manufacturing Limited.
Kathleen Smith, Office Manager, AccountantDip. Accounting (TAFE W.A., for completion)Kathleen joined the company in December 2005, bringing to Rusina a wealth of office management, accounting and administrative skills. She has more than 20 years experience across a number of industries including mining, building construction, and wholesale/ retail trade. Prior to Rusina she spent four years as Assistant Accountant for St. Barbara Mines Limited.
For
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For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 �7
2007ANNUAL REPORT
The directors present their report together with the financial report of Rusina Mining NL (“the Company”) and of the consolidated entity, being the Company and its controlled entities, for the year ended 30 June
2007 and the auditor’s report thereon.
�. Directors2. Company secretary3. Directors’ meetings4. Corporate governance statement4.� Remuneration report4.2 Risk management4.3 Environmental regulation4.4 Ethical standards 4.5 Conflict of interest4.� Communication with shareholders5. Principal activities�. Operating and financial review7. Dividends�. Events subsequent to reporting date�. Likely developments�0. Directors’ interests��. Share options�2. Indemnification and
insurance of officers and auditors�3. Non-audit services�4. Proceedings on behalf of the Company�5. Lead auditor’s independence declaration
Co
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For
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For the year ended 30 June 2007
�� RUSINA MINING NL - ANNUAL REPORT 2007
�. DirectorsThe directors of the Company at any time during or since the end of the financial year are:
Name, qualifications and
independence status Experience, special responsibilities and other directorships
Gordon Theodore Hothersall Getley Chairperson, Independent Non-Executive Director (Appointed 27 February 1990)
Mr Getley has over 35 years experience in corporate governance in his own corporation and is currently a director of a number of private trading companies. He has many years experience in administration as State and National President of AMP Advisors, State and National President of the Association of Financial Advisors as well as Chairman/President of a number of sporting associations and clubs. Mr Getley’s other listed public company directorship in the previous three years was Medec Ltd (April 2003 to the present).
David John Hands Independent Non-Executive Director (Appointed 23 January 2006)
Mr Hands previously held directorships with Gerald Metals Limited and LIFFE Holdings Plc. Mr Hands brings to the Board significant experience in marketing, financing and trading of metals and minerals with strong institutional and banking relationships. Mr Hands did not hold any directorships in other listed companies in the previous three years
Robert Gordon Matthews GregoryB.E. (Min) M.Aus.I.M.M Managing Director and Chief Executive Officer(Appointed a Director 29 September 2005, CEO & Managing Director 7 November 2005)
Mr Gregory is a Mining Engineer with extensive mine development and operational experience in South East Asia and Australia, both in open pit and underground mines. Mr Gregory’s experience includes that of Vice President-Mine Development for Climax Mining’s Didipio Project in the Philippines from 1996 to 2000. Previous to this appointment Mr Gregory was responsible for the construction of the Tanjianshan Gold Project in Western China. Mr Gregory brings valuable corporate development and operational experience to the Company and will head a team of professionals to take the Acoje Project through scoping study to bankable feasibility and a decision to mine. Mr Gregory did not hold any directorships in other listed companies in the previous three years.
Philip Nicholas FillisM.Sc, FAusIMM.(CP), FIMMM.,MAIG., MICA, Independent Non-Executive Director (Appointed 1 September 2006)
Mr Fillis has over 30 years experience in the exploration and mining industry. Following graduation from the University of London with a B.Sc in 1972 and from the University of Leicester with an M.Sc in 1974. Mr Fillis spent the first 15 years of his career with major corporations (Seltrust, US Steel Corp, Esso Minerals). Since 1986, as an Independent Consultant, Mr Fillis has undertaken many on-site exploration or mining project reviews and technical audits, and taken part in several feasibility studies. Commodities studied include gold, base metals, iron ore and uranium. Geographical areas covered comprise the Australasia - Pacific region, southeast Asia, China, Europe, West & South Africa, Brazil, Central Asia and Russia. Mr Fillis is a director and Principal Geologist of DevMin Pty Ltd an independent mining consulting group based in Perth, Western Australia. Mr Fillis did not hold any directorships in other listed companies in the previous three years
Julian Simon Maheson Tambyrajah B.Com (Acc), Assoc. Dip. Bus. Admin., ACIS, ASA, PNA,Former Finance Director, Chief Financial Officer and Company Secretary (Resigned 31 August 2006).
Rodger Stuart Johnston B.Econ. CPA,Former Independent Non-Executive Director (Removed 23 August 2006)
Peter Taylor John Hampshire Former Independent Non-Executive Director (Resigned 11 July 2006).
2. Company secretaryTimothy Marcus Stephen (Mark) Hanlon was appointed to the position of Company Secretary on 26 September 2006 following the resignation of Mr Gregory from this position. Mr Hanlon spent 10 years in commercial and merchant banking with Partnership Pacific Ltd, Westpac and the Bank of New Zealand before entering commerce in 1994. He has a broad background of senior executive experience across a wide range of industries including mining services, electricity distribution, electronic contract manufacturing, packaging and insurance.
He has previously held the position or equivalent position as CFO and Company Secretary with other listed public companies such as Century Drilling Limited and International Contract Manufacturing Limited. Mr Hanlon holds a Bachelor of Business degree (Finance and Accounting) and a Master of Business degree (Banking and Finance).
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For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 ��
Robert Gordon Matthews Gregory B.E. (Min) M.Aus.I.M.M was appointed 1 September 2006 following the resignation of Mr Tambyrajah until a suitable qualified full time Company Secretary could be recruited. Mr Gregory resigned as Company Secretary on 25 September 2006.
Julian Simon Maheson Tambyrajah (Resigned 31 August 2006) B.Com (Acc), Assoc. Dip. Bus. Admin. ACIS, ASA, PNA was appointed to the position of Company Secretary on 16 December 2005. Mr Tambyrajah previously held the position of CFO & Company Secretary with other listed public companies such as Giants Reef Mining Limited, ShieldLiner Limited and DRDgold Limited during the previous 6 years.
3. Directors’ meetingsThe number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year are:
DirectorBoard
MeetingsA B
Robert G M Gregory 14 14Gordon T H Getley 14 14David J Hands 14 14Philip N Fillis 10 10Julian S M Tambyrajah 4 4Rodger S Johnston 2 2Peter T J Hampshire - -
A – Number of meetings attended.B – Number of meetings held during the time the director held office during the year.
4. Corporate governance statementIn accordance with the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (“ASX Principles and Recommendations”)
1, Rusina Mining NL (“Company”) has made it a priority to adopt
systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this statement. Commensurate with the spirit of the ASX Principles and Recommendations, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company. Where, after due consideration, the Company’s corporate governance practices depart from the ASX Principles and Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.
Further information about the Company’s corporate governance practices is set out on the Company’s website at www.rusina.com.au. In accordance with the ASX Principles and Recommendations, information published on the Company’s website includes charters (for the Board and its committees), the Company’s code of conduct and other policies and procedures relating to the Board and its responsibilities.
� A copy of the ASX Principles and Recommendations is set out on the Company’s website under the Section entitled “Corporate Governance”.
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20 RUSINA MINING NL - ANNUAL REPORT 2007
EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONSDuring the Company’s 2006/2007 financial year (“Reporting Period”) the Company has complied with each of the ASX Principles and Recommendations, other than in relation to the matters specified below.
Principle 1Recommendation 1.1: Formalise and disclose the functions reserved to the Board and
those delegated to management.
Notification for Departure: For a portion of the Reporting Period, the Board had not adopted a formal Board Charter.
Explanation for Departure: On 19 March 2007 the Board adopted a Board Charter in accordance with the recommendation. The Board Charter is fully disclosed on the Company’s website.
Principle 1 Recommendation 1.1: Formalise directors’ appointments in writing.
Notification of Departure: Formal letters of appointment for the non-executive directors were not put in place until after the Reporting Period.
Explanation for Departure: While the directors’ appointments were formalised through the regulatory body and their appointments approved by shareholders, their appointment in writing was not formalised until after the Reporting Period. The Company presently follows the recommendation as set out in the ASX Principles and Recommendations.
Principle 2Recommendation 2.1: A majority of the Board should be independent directors.
Notification of Departure: For a small portion of the Reporting Period, the Board was comprised of an equal number of independent and non-independent directors.
Explanation for Departure: Due to changes to the composition of the Board, for the period 23 August 2006 to 31 August 2006 the Board did not have a majority of independent directors. However, for the balance of the Reporting Period the Board was comprised of a majority of independent directors and currently remains so, in accordance with the ASX Principles and Recommendations.
Principle 2Recommendation 2.2: The Chairperson should be an independent director.
Recommendation 2.3: The roles of Chairperson and Managing Director should not be exercised by the same individual.
Notification of Departure: For a small portion of the Reporting Period the Managing Director was Chairperson to the Board.
Explanation for Departure: Mr Getley, an independent director was Chairperson for the majority of the Reporting Period with the exception of the period of time from 17 August 2006 to 1 September 2006. During that time, the Managing Director fulfilled the role of Chairperson as he was considered the most appropriate director to take the position. Mr Getley’s directorship was subject to shareholder election and it was considered to be in the best interests of the Company for Mr Getley to step aside as Chairperson until his successful re-election.
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RUSINA MINING NL - ANNUAL REPORT 2007 2�
Principle 2 Recommendation 2.4: The Board should establish a nomination committee.
Notification of Departure: A separate nomination committee has not been formed.
Explanation for Departure: The full Board considers those matters and issues arising that would usually fall to a nomination committee. The Board considers that no efficiencies or other benefits would be gained by establishing a separate nomination committee. During the Reporting Period, the Board adopted a Nomination Committee Charter which it applies when convening as a nomination committee.
Principle 3 Recommendation 3.2: Disclose the policy concerning trading in company securities by directors,
officers and employees.
Notification of Departure: The Company did not have a formal policy on trading in company securities until 19 March 2007.
Explanation for Departure: Although prior to 19 March 2007 there was no written policy, there was an understanding as to when it was appropriate for trading in securities to occur. This understanding was formalised in part by the Company’s Code of Conduct. However, the Company now has a written securities trading policy in accordance with the recommendation.
Principle 4 Recommendations 4.2 and 4.3: The Board should establish an audit committee and structure it in accordance
with Recommendation 4.3.
Notification of Departure: A separate audit committee has not been formed and therefore is not structured in accordance with the compositional recommendation.
Explanation for Departure: The full Board carries out the role of an audit committee. Therefore, as the Board is currently comprised, an executive participates in audit discussions. Further, Mr Getley maintains the chair during such meetings. The Board considers that no efficiencies or other benefits would be gained by establishing a separate audit committee. The Board has also adopted an Audit Committee Charter, which it applies when convening as the audit committee. The Audit Committee Charter provides that the Board may meet with the external auditor without management present, as required. Further, the Company’s Chief Financial Officer and Company Secretary, Mr Hanlon, attends the Board meetings when audit matters are being discussed. Mr Hanlon holds a Bachelor of Business degree (Finance and Accounting) and a Master of Business (Banking and Finance).
Principle 4 Recommendation 4.4: The audit committee should have a formal charter.
Notification of Departure: For a portion of the Reporting Period, the Company did not have a formal Audit Committee Charter.
Explanation for Departure: On 19 March 2007 the Board formalised into a specific charter those matters which would normally be considered by a separated audit committee. The formal Audit Committee Charter is to assist the Board to identify those issues and responsibilities of an audit committee.
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22 RUSINA MINING NL - ANNUAL REPORT 2007
Principle 5 Recommendation 5.1: Establish written policies and procedures to ensure compliance and accountability with
ASX Listing Rule disclosure requirements.
Notification of Departure: For a portion of the Reporting Period, there were no written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance.
Explanation for Departure: While informal procedures were in place the Company formalised these procedures and adopted them on 19 March 2007. Therefore the Company now has comprehensively formulated written policies and procedures in accordance with the recommendation contained in the ASX Principles and Recommendations.
Principle 7 Recommendation 7.1: Establish policies on risk oversight and management.
Notification of Departure: A formal risk management policy was not formalised until 19 March 2007.
Explanation for Departure: Previously the Board monitored and received advice on areas of operational and financial risk and the control framework for risk. The Board also considered strategies for appropriate risk management arrangements and identified specific areas of risk which it regularly considered. On 19 March 2007 the Board formally adopted a Risk Management Policy.
Principle 9 Recommendation 9.2: The Board should establish a remuneration committee.
Notification of Departure: A separate remuneration committee has not been formed.
Explanation for Departure: The full Board considers those matters and issues arising that would usually fall to a remuneration committee. The Board considers that no efficiencies or other benefits would be gained by establishing a separate remuneration committee. During the Reporting Period, the Board adopted a Remuneration Committee Charter which it applies when convening as a remuneration committee.
Principles 2, 3, 4, 7 and 9Recommendations 2.5, 3.3, 4.5, 7.3 and 9.5.
Notification of Departure: Specific material identified in each of the above recommendations was not made publicly available on the Company’s website.
Explanation for Departure: As a result of various charters and polices not being formalised (as disclosed above), the recommended website disclosure was not made. However, since the Company has now formally adopted new charters and policies the appropriate website disclosure can be made and the Company now makes full disclosure in accordance with the ASX Principles and Recommendations.
NOMINATION COMMITTEEThe full Board carries out the role of the nomination committee. The full Board did not officially convene as nomination committee during the Reporting Period, however nomination-related discussions occurred from time to time during the year as and when required.
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RUSINA MINING NL - ANNUAL REPORT 2007 23
AUDIT COMMITTEEThe full Board, in its capacity as the audit committee, held two meetings during the Reporting Period. All Board members attended both meetings.
Details of each of the director’s qualifications are set out in the Director’s Report. Of particular note, Mr Getley has many years of experience in administration as State and National President of AMP Advisors, State and National President of the Association of Financial Advisors. Because of his experience, Mr Getley meets the test of financial literacy, expertise and industry knowledge. Further, the Company’s Chief Financial Officer and Company Secretary, Mr Hanlon, attends the Board meetings when audit matters are being discussed. Mr Hanlon holds a Bachelor of Business degree (Finance and Accounting) and a Master of Business (Banking and Finance).
REMUNERATION COMMITTEEDetails of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report.
The full Board, in its capacity as the remuneration committee, held one meeting during the Reporting Period. All of the non-executive directors were in attendance. The executive, Mr Gregory, was absent from the discussions in accordance with Corporations Act requirements, as his remuneration was being discussed.
OTHERSkills, Experience, Expertise and term of office of each Director
A profile of each director containing the skills, experience, expertise and term of office of each director is set out in the Directors’ Report.
Identification of Independent Directors In considering the independence of directors, the Board refers to the criteria for independence as set out in Box 2.1 of the ASX Principles and Recommendations (“Independence Criteria”). To the extent that it is necessary for the Board to consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative materiality as adopted by the Board and contained in the Board Charter, which is disclosed in full on the Company’s website.
Applying the Independence Criteria, the independent directors of the Company are Gordon Getley, Philip Fillis and David Hands.
Statement concerning availability of Independent Professional AdviceIf a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a director, then, provided the director first obtains approval for incurring such expense from the Chairperson, the Company will pay the reasonable expenses associated with obtaining such advice.
Confirmation whether performance Evaluation of the Board and its members have taken place and how conductedDuring the Reporting Period an evaluation of the Board and its members was carried out. The evaluation process comprised of a ‘Peer Review’ procedure. The Procedure is described as follows.
Each Board member commented on the other directors performance objectively and specifically in relation to their statutory duties and as outlined in Principle 8 of the ASX Principles and Recommendations. Knowledge about the Company (financial, strategic, operational and risk management positions) as well as a director’s understanding of their rights, duties and responsibilities and industry knowledge was reviewed.
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24 RUSINA MINING NL - ANNUAL REPORT 2007
Performance was defined as the care, skill and diligence with which a director undertakes these duties including, but not limited to, timeline of attending Board matters, availability for Board meetings, readiness and understanding of Company business and putting the Company before personal interests. An overall summary of the review was prepared by the Chairperson and endorsed by the Board.
Existence and Terms of any Schemes for Retirement Benefits for Non-Executive DirectorsThere are no termination or retirement benefits for non-executive directors.
4.�. Remuneration report4.�.�. Principles of compensation – auditedRemuneration levels for directors, secretaries, senior managers of the Company, and relevant group executives of the consolidated entity (“the directors and senior executives”) are competitively set to attract and retain appropriately qualified and experienced directors and senior executives.
Further details of principles, policies and elements of remuneration are contained in the corporate governance statement above.
Long-term incentiveThe Group’s remuneration policy has been tailored to increase goal congruence between shareholders and directors and key management personnel. Currently, this is facilitated through the issue of options to key management personnel through the Company’s Employee Share Option Plan to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. At this stage of the Group’s development, there are no further links between the remuneration of key management personnel and the performance of the Group.
At a general meeting of 23 August 2006, the shareholders approved an Employee Share Option Plan (ESOP) which authorises the Board to issue up to 5% of the Company’s equity as an incentive scheme to employees, Directors (subject to further shareholder approval) and consultants based on criteria to be determined by the Board. Full details of the ESOP can be found in the Notice of General Meeting announced to the ASX on 21 July 2006.
Service contracts It is the consolidated entity’s policy that service contracts for executive directors and senior executives, excluding the CEO, are unlimited in term but capable of termination on 3 months notice and that the consolidated entity retains the right to terminate the contract immediately, by making payment equal to 3 months’ pay in lieu of notice.
The service contract outlines the components of remuneration paid to the executive directors and senior executives but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by the senior executive and any changes required to meet the principles of the remuneration policy.
Non-executive directors Remuneration for directors paid as directors’ fees was last voted upon by shareholders at the EGM of 11 August 1997, and is not to exceed an aggregate of $250,000 per annum which is set based on advice from external advisors with reference to fees paid to other non-executive directors of comparable companies. Non-executive Directors’ base fees are presently $40,000 (plus 9% superannuation) per annum, and the Chairperson’s base fee is $50,000 (plus 9% superannuation). Directors’ fees cover all main Board activities and membership of committees.
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RUSINA MINING NL - ANNUAL REPORT 2007 25
Executive directors
Robert Gordon Matthews Gregory, Managing Director and Chief Executive Officer
Robert Gordon Matthews Gregory, Managing Director and Chief Executive Officer, has a contract of employment with the Company and its subsidiaries with a commencement date of 7 November 2005. The total annual salary package received by Mr Gregory during the financial year was $364,294 (2006:$278,100) (including superannuation).
The contract is for a limited term of 2 years from commencement date. The contract specifies the duties and obligations to be fulfilled by the CEO and provides that the Board and CEO will early in each financial year, consult and agree objectives for achievement during that year. The contract can be terminated either by the Company or Mr Gregory providing 3 months notice. The Company may make a payment in lieu of notice of 3 months of base salary. The CEO has no entitlement to a termination payment in the event of removal for misconduct.
Mark Hanlon, Chief Financial Officer and Company Secretary
Timothy Marcus Stephen (Mark) Hanlon, Chief Financial Officer and Company Secretary has a contract of employment with Rusina Mining NL with a commencement date of 26 September 2006. The total annual salary package received by Mr Hanlon during the financial year was $150,920 (including superannuation).
This contract is for an unlimited term and is capable of termination on three months notice. The contract specifies the duties and obligations to be fulfilled by the CFO and provides that the Board and CFO will early in each financial year, consult and agree objectives for achievement during that year. The contract can be terminated either by the Company or Mr Hanlon providing 3 months notice. The Company may make a payment in lieu of notice of 3 months of the pro-rata base salary. The CFO has no entitlement to a termination payment in the event of removal for misconduct.
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2� RUSINA MINING NL - ANNUAL REPORT 2007
4.�.
2. D
irec
tor
s’ a
nd
exe
cu
tiv
e o
ffic
ers’
r
emu
ner
atio
n (
Co
nso
lid
ated
)D
etai
ls o
f the
nat
ure
and
amou
nt o
f eac
h m
ajor
ele
men
t of r
emun
erat
ion
of e
ach
dire
ctor
of t
he C
ompa
ny a
nd e
ach
of th
e fiv
e na
med
Com
pany
exe
cutiv
es a
nd re
leva
nt g
roup
exe
cutiv
es w
ho re
ceiv
e th
e hi
ghes
t rem
uner
atio
n ar
e:
Sho
rt-T
erm
Pos
t-em
ploy
men
tO
ther
long
te
rmS
hare
-bas
ed
paym
ents
Non
-aud
ited
S30
0A
(1)(e
)(i)
Pro
port
ion
of
rem
uner
atio
n pe
rform
ance
rela
ted
%
Non
-aud
ited
S30
0A (1
)(e)(v
i)Va
lue
of o
ptio
ns
as p
ropo
rtio
n of
re
mun
erat
ion
%
Sal
ary
&
fees
$
STI
cas
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$
Non
-mon
etar
y be
nefit
s$
Tota
l$
Sup
er-a
nnua
tion
bene
fits
$
Insu
ranc
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emiu
ms
(B)
$
Valu
e of
op
tions
(A)
$
Tota
l$
Aud
ited
Yes/
No
No
n-ex
ecut
ive
dir
ecto
rs
G
TH G
etle
y (C
hairm
an)
2007
48,8
32-
-48
,832
4395
-53
,227
YES
--
2006
- -
- -
35,7
992,
598
- 38
,397
YES
--
DJ
Han
ds
2007
40,0
00-
-40
,000
3,60
0-
-43
,600
YES
--
2006
19,1
36-
- 19
,136
- 2,
598
- 21
,734
YES
--
PN
Filli
s (a
ppoi
nted
1 S
epte
mbe
r 200
6)20
0733
,261
--
33,2
612,
993
--
36,2
54Y
ES-
-
2006
--
--
--
--
YES
--
Exe
cuti
ves
RG
M G
rego
ry, C
EO, M
anag
ing
Dire
ctor
2007
283,
663
50,0
0022
,068
355,
731
8,56
3-
262,
900
627,
194
YES
-42
%
2006
181,
859
- -
181,
859
5,56
72,
598
- 19
0,02
4Y
ES-
-
TMS
Han
lon
CFO
, Com
pany
Sec
reta
ry
(app
oint
ed 2
6 S
epte
mbe
r 200
6)
2007
138,
459
--
138,
459
12,4
61-
207,
656
358,
576
YES
-58
%
2006
--
- -
--
- -
YES
--
Form
er
JS
Tam
byra
jah,
CFO
, Fin
ance
Dire
ctor
, C
ompa
ny S
ecre
tary
(res
igne
d 31
Aug
ust
2006
)
2007
94,5
15-
-94
,515
3,54
8-
-98
,063
YES
--
2006
82,2
13-
- 82
,213
7,39
92,
598
- 92
,210
YES
--
RS
Joh
nsto
n (re
mov
ed 2
3 A
ugus
t 200
6)20
077,
404
--
7,40
452
8-
-7,
932
YES
--
2006
33,3
49-
- 33
,349
3,00
12,
598
- 38
,948
YES
--
PTJ
Ham
pshi
re (r
esig
ned
11 J
uly
2006
)20
071,
196
--
1,19
610
8-
-1,
304
YES
--
2006
26,9
54-
- 26
,954
- 2,
598
- 29
,552
YES
--
GR
Hem
min
g (re
sign
ed 8
Nov
embe
r 200
520
07-
--
--
--
-Y
ES
2006
7,12
0-
-7,
120
641
2,59
8-
10,3
59Y
ES
PR
Ellio
tt (re
sign
ed 7
Oct
ober
200
5)20
07-
--
--
--
-Y
ES
2006
--
--
-2,
598
-2,
598
YES
RJ
Bar
ras
(resi
gned
22
Sep
tem
ber 2
005)
2007
--
--
--
--
YES
2006
4,51
1-
-4,
511
406
2,59
8-
7,51
5Y
ES
Tota
l com
pens
atio
n: k
ey m
anag
emen
t pe
rson
nel
2007
647,
330
50,0
0022
,068
719,
398
36,1
96-
470,
556
1,22
6,15
0-
-
2006
355,
142
--
355,
142
52,8
1323
,382
-43
1,33
7
--
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RUSINA MINING NL - ANNUAL REPORT 2007 27
Notes in relation to the table of directors’ and executive officers remuneration - audited
A. The fair value of the options is calculated at the date of grant using a Black-Scholes model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options allocated to this reporting period. In valuing the options, market conditions have been taken into account.
B. The Company pays insurance premiums that cover certain directors and officers. The premium is split between the Company directors and other officers only. The average premium per person has been included in remuneration.
The following factors and assumptions were used in determining the fair value of options on grant date:
Grant Date
Expiry Date
Fair value per
option
Exercise
price
Price of shares on grant date
Expected volatility
Risk free
interest rate
Dividend yield
16 August 2004 30 June 2007 2.58 cents 20.00 cents 15.50 cents 30% 5.75% Nil
6 May 2005 31 March 2008 10.60 cents 20.00 cents 21.30 cents 97% 5.75% Nil
23 August 2006 23 August 20089.03 cents, 8.91 cents and 8.34 cents
16.40 cents 17.00 cents 94% 5.88% Nil
8 December 2006 7 December 2008 10.38 cents 20.00 cents 20.00 cents 93% 5.88% Nil
16 May 2007 15 May 2009 29.80 cents 47.00 cents 54.00 cents 92% 6.25% Nil
4.�.3. Options and rights over equity instruments granted as compensation – audited
Details on options over ordinary shares in the Company that were granted as compensation to each key management person during the reporting period and details on options that were vested during the reporting period are as follows:
Number of options granted during
2007Grant date
Fair value per option at grant date (cents)
Exercise price per option
(cents)Expiry date
Number of options vested during 2006
DirectorsRGM Gregory 3,000,000 23/08/06 9.03, 8.91, 8.34 16.40 23/08/08 3,000,000JS Tambyrajah 2,000,000 23/08/06 9.03, 8.91 16.40 23/08/08 -ExecutivesTMS Hanlon 2,000,000 08/12/06 10.38 20.00 07/12/08 2,000,000
No options were granted during the prior year or have been granted since the end of the financial year. The options were provided at no cost to the recipients.
All options expire on the earlier of their expiry date or termination of the individual’s employment. The options are exercisable three years from grant date. For options granted in the current year, the earliest exercise date is 23 August 2008.
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2� RUSINA MINING NL - ANNUAL REPORT 2007
4.�.4. Analysis of share-based payments granted as remuneration - unaudited
Details of vesting profile of the options granted as remuneration to each director of the Company and each of the Company executives is detailed below.
Options granted% vested
in yearForfeited in
year (A)
Financial years in which
options vest
Value yet to vest $
Directors Number DateMin (B)
Max (C)
GTH Getley 300,000 03/06/05 - - 2005 - -
RS Johnston 300,000 03/06/05 - - 2005 - -
GTH Getley 500,000 15/09/04 - - 2007 - -
RS Johnston 500,000 15/09/04 - - 2007 - -
RGM Gregory 3,000,000 23/08/06 100% - 2007 - -
JS Tambyrajah 2,000,000 23/08/06 - (2,000,000) - - -
TMS Hanlon 2,000,000 08/12/06 100% - 2007 - -
A. The 2,000,000 options forfeited during the year represent the reduction from the maximum number of options available to vest due to the resignation of Julian Tambyrajah on 31 August 2006.
B. The minimum value of options granted to directors and executives yet to vest is $nil.
The movement during the reporting period, by value, of options over ordinary shares in Rusina Mining NL held by each Company director and each of the five named Company executives and relevant group executives is detailed below.
Value of OptionsGranted in
year$ (A)
Exercised in year$ (B)
Forfeited in year$ (C)
Total option value in year $
GTH Getley - 20,640 - 20,640RGM Gregory 262,900 - - 262,900JS Tambyrajah 179,400 - (179,400) -TMS Hanlon 207,656 - - 207,656
649,956 20,640 (179,400) 491,196
A. The value of options granted in the year is the fair value of the options calculated at grant date using a Black-Scholes model. The total value of the options granted is included in the table above. This amount is allocated to remuneration over the vesting period (i.e. in years 30 June 2005 to 8th December 2009).
B. The value of options exercised during the year is calculated as the market price of shares of the Company on the Australian Securities Exchange as at close of trading on the date the options were exercised after deducting the price paid to exercise the option.
Directors’ reportF
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RUSINA MINING NL - ANNUAL REPORT 2007 2�
C. The value of the options that lapsed during the year represents the benefit forgone and is calculated at the date the option lapsed using a Black-Scholes formula with no adjustments for whether the performance criteria have or have not been achieved.
4.2. Risk Management Oversight of the risk management system The Board oversees the establishment, implementation, and annual review of the Company’s Risk Management System. Management has established and implemented the Risk Management System for assessing, monitoring and managing operational, financial reporting, and compliance risks for the consolidated entity. The Chief Executive Officer and Chief Financial Officer has declared, in writing to the Board, that the financial reporting risk management and associated compliance and controls have been assessed and found to be operating efficiently and effectively. The operational and other risk management compliance and controls have also been assessed and found to be operating efficiently and effectively. All risk assessments covered the whole financial year and the period up to the signing of the annual financial report for all material operations in the consolidated entity, and material associates and joint ventures.
Financial reportingThe Chief Executive Officer and Chief Financial Officer has declared, in writing to the Board that the Company’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.
Monthly actual results are reported against budgets approved by the directors and revised forecasts for the year are prepared regularly.
4.3. Environmental regulationThe consolidated entity’s operations are subject to significant environmental regulation under both Commonwealth and State legislation in relation to its exploration and mining activities.
In order to meet the prescribed guidelines, the consolidated entity through its dealings with the Philippine, Namibian and Australian government departments detailed below, undertakes regular environmental reporting and has regular checks (as required) as to ensure it has complied within the respective departments environmental guidelines:
Philippines • Department of Environmental and Natural Resources • Mines and Geosciences Bureau
Namibia • Ministry of Environment and Tourism • Ministry of Mines and Energy
Australia • Department of Mineral and Petroleum Resources
In addition, it should be recognised that as the consolidated entity’s activities are presently confined to exploration, the potential impact of its activities on the environment are regarded as minimal.
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30 RUSINA MINING NL - ANNUAL REPORT 2007
4.4. Ethical standardsAll directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment. The Board is in the process of establishing an Ethical Standards manual as part of a corporate governance manual currently being implemented and will promote and communicate these policies.
4.5. Conflict of interestDirectors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. The Board has developed procedures to assist directors to disclose potential conflicts of interest.
Where the Board believes that a significant conflict exists for a director on a Board matter, the director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. Details of director related entity transactions with the Company and consolidated entity are set out in Note 30 to the financial statements.
4.�. Communication with shareholdersThe Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which includes identifying matters that may have a material effect on the price of the Company’s securities, notifying them to the ASX, posting them on the Company’s website, and issuing media releases. More details of the policy are available on the Company’s website.
In summary, the Continuous Disclosure policy operates as follows: • the Chief Executive Officer, the Chief Financial Officer and the Company Secretary are responsible for interpreting the
company’s policy and where necessary informing the Board. The Company Secretary is responsible for all communications with the ASX/AIM. Such matters are advised to the ASX/AIM on the day they are discovered.
• the financial report is distributed to all shareholders (unless a shareholder has specifically requested not to receive the document), including relevant information about the operations of the consolidated entity during the year, changes in the state of affairs and details of future developments.
• the half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year financial report is reviewed by the company’s auditors and is lodged with the Australian Securities and Investments Commission and the ASX/AIM, and sent to any shareholder who requests it.
• proposed major changes in the consolidated entity which may impact on share ownership rights are submitted to a vote of shareholders.
• all announcements made to the market, and related information (including information provided to analysts or the media during briefings), are placed on the Company's website after they are released to the ASX.
• the external auditor attends the annual general meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit.
All of the above information, including that of the previous three years, is made available on the Company’s website within one day of public release, and is emailed to all shareholders who lodge their email contact details with the Company. Information on lodging email addresses with the Company is available on the Company’s website.
The Board encourages full participation of shareholders at the Annual General Meeting, to ensure a high level of accountability and identification with the consolidated entity’s strategy and goals. Important issues are presented to the shareholders as single resolutions.
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RUSINA MINING NL - ANNUAL REPORT 2007 3�
The shareholders are requested to vote on the appointment and aggregate remuneration of directors, the granting of options and shares to directors, the Remuneration report and changes to the Constitution. Copies of the Constitution are available on the Company’s website and to any shareholder who requests it.
5. Principal activitiesThe principal activities of the consolidated entity during the course of the financial year were the exploration for minerals in the Philippines, and are further disclosed in separate review of operations.
There were no other significant changes in the nature of the activities of the consolidated entity during the year.
�. Operating and financial review Overview of the consolidated entityRusina Mining NL is an ASX and AIM listed Exploration Company that specialises in mining projects in the Philippines. The Company’s major tenement interest is the Acoje Project in Zambales Province on the island of Luzon, Philippines. The Company has its corporate office in Perth, Western Australia, and its operational headquarters in Manila, Philippines.
Shareholder returns AIFRS AIFRS AIFRS AGAAP AGAAP
2007 2006 2005 2004 2003
Net loss attributable to equity holders of the parent
4,002,549 9,571,272 2,963,927 2,105,321 1,537,149
Basic loss per share 2.57 7.44 3.15 0.86 5.63
Dividends paid - - - - -
Dividends per share - - - - -
Change in share price 44.0 cents (1.0) cents 5.5 cents 9.2 cents 4.0 cents
Returns to shareholders increase through capital growth.
Investments for future performance The Company has a management strategy to seek to develop projects quickly and cost effectively by partnering with other companies that may have a greater capacity and expertise. The Company has applied this strategy successfully over the past 12 months to the Acoje Project in the Philippines. The Company has partnered with DMCI Holdings, Inc., a major Philippine listed contractor, to develop short term cash flow by the direct shipping of nickel laterite ore. DMCI is funding all capital, mining, transport, and marketing of the ore in return for a 50% profit share. The first shipment is on schedule for October 2007. DMCI is also partnering with the Company to determine the feasibility of constructing a ferro-nickel furnace on Semirara Island, the site of DMCI’s 3.5 million tonne p.a. coal mine. It is anticipated that a decision will be made on this project before the end of the calendar year. DMCI will free carry the Company’s equity interest in this facility. The Company’s long term nickel strategy is being achieved through a partnership with AIM listed European Nickel PLC which is spending US$10 million to fund a feasibility study on a nickel heap leach project at Acoje. European Nickel will earn a 40% interest in the heap leach project upon the completion of the funding of the feasibility study. In addition to the current nickel projects the Company has also formed a joint venture with DMCI to explore and develop a number of highly prospective copper/ gold properties on the island of Mindanao. There are also significant chromite resources available on the Acoje tenement and the Company is currently seeking partners to develop these resources together with the Platinum Group Metals that have been located on the Acoje tenement.
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Review of financial condition
Capital structure and treasury policyAs at 30 June 2007 the Company had 186,122,471 ordinary shares on issue, 38,623,418 31 March 2008 options with an exercise price of 20 cents, 3,000,000 23 August 2008 unquoted director incentive options with an exercise price of 16.4 cents, 5,900,000 7 December 2008 unquoted employee incentive options with an exercise price of 20 cents, 837,000 24 May 2008 unquoted adviser options with an exercise price of 21.25 cents and 1,050,000 15 May 2009 unquoted employee incentive options with an exercise price of 47 cents.
The Company monitors its cash flows on a weekly basis and reports to the Board on the cash position at each scheduled Board meeting. Additionally cash flow forecasts are prepared and reported on a monthly basis as part of internal management and is also reported to the Board at each scheduled Board meeting.
Liquidity and fundingAs at 30 June 2007 the consolidated entity’s cash position was $2,142,426 (2006 $2,533,982). Funds were raised during the year through a $3.5m. placement to fund managers and institutions in November 2006. In addition $1.88m. was raised through the exercise of 8.4m. listed options and 1.0m. unlisted options during the year. The Company secures funding from the issue of shares and/or debt instruments, as and when required. In August 2007 the Company raised $3.8m from its partners European Nickel and DMCI through the placement of 9.5m. shares at 40 cents. As of the date of this report the Company had 37,441,335 listed 20 cent options that if exercised prior to their expiry in March 2008 will raise $7.49m.
Cash flows from operationsThe Company at present has no operating revenue streams consequently funding is secured on a share issue and debt funding basis until such time as the company’s projects come into production and generate a positive cash flow.
Impact of legislation and other external requirementsThere were no legislative and other external requirements that adversely impacted the Company during the year.
Review of principal businessesThe Company’s principal business objective is the exploration and development of mineral tenements in the Philippines. The Company has a multi-focused strategy to develop its nickel project at Acoje and is committed to maximising the value from its other exploration properties. The short, medium and long term strategies the Company has implemented to develop its nickel resource are:
• In March 2007 the Company and DMCI Holdings Inc. entered into a Mining Agreement which provides for the mining, on a 50:50 profit share basis, of a five million tonne parcel of nickel laterites at the Company’s Acoje property over a five year term. As part of this agreement DMCI is responsible for all funding, mining, grade control, rehabilitation, road and port development work as well as the sales and marketing obligations. There is no requirement for any capital injection by Rusina nor is there any sale of project equity or shareholder dilution. The mining of the Acoje nickel laterite deposit commenced in May and the first shipment is on schedule for the September 2007 quarter. This is the Company’s short term nickel strategy.
• During May 2007 Rusina and DMCI entered an agreement, subject to feasibility, to construct a ferro-nickel facility at DMCI’s Semirara Coal Mine located on Semirara Island below Occidental Mindoro in the Philippines. The facility is likely to be a small capacity Rotary Kiln and Arc Furnace which will produce high grade (>20% Ni) ferro-nickel suitable for sale anywhere. DMCI have agreed to carry Rusina’s equity contribution to the project, to speed up financing and reduce risk to Rusina shareholders. This is the Company’s medium term strategy.
• On 9 May 2007 the Company announced that it had entered into an agreement with European Nickel PLC to fund a feasibility study for the heap leaching of the nickel laterites at Acoje by spending up to US$10 million to earn 40 % of the nickel laterite property. The feasibility study is capped at three years and will include a trial heap leaching operation to determine whether tropical laterite ores from Acoje can be successfully heap leached. European Nickel are considered leaders in the industry on heap leach technology having successfully demonstrated the process in their Caldag project in Turkey which is in the final stages of permitting prior to moving to full scale production. The agreement with European Nickel has secured the long term strategy on nickel for Rusina shareholders.
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In addition to its nickel strategies, the Company entered into a joint venture post year end with DMCI whereby DMCI and Rusina have agreed to vend in all Copper/Gold exploration properties which includes the highly prospective Sodaco property which lies inside the Xstrata (65%) and Indophil (35%) Tampakan FTAA. Tampakan is the largest undeveloped copper project in South East Asia.
The Company also has a known Chromite resource at Acoje and it has commenced a feasibility study to re-open the underground workings to exploit this resource. The commencement of any underground mining operations will be subject to the Company entering into an agreement with a partner who has expertise in this area.
Lastly, the Company intends to use surplus cash flows to fund ongoing exploration for platinum group metals on the Acoje property and for other synergistic acquisitions complimentary to the Company’s strategy. In this regard the Company announced on 26 June 2007 that it had entered into a six month option agreement to purchase Zambales Chromite Mining Corporation which owns a tenement 3 km north of Acoje and was explored successfully by Falconbridge Ltd in the 1970’s for nickel laterites.
Significant changes in the state of affairs Significant changes in the state of affairs of the consolidated entity during the financial year were as follows:
• On 23 August a general meeting of shareholders that had been requisitioned by interests associated with Mr Vladimir Nikolaenko was held to consider resolutions, among others, for the removal of Mr Gordon Getley, Mr Julian Tambyrajah and Mr David Hands. These motions were not successful. At the same meeting shareholders also voted on the removal of non-executive director Mr Rodger Johnstone, a resolution that was proposed by major shareholder City Natural Resource High Yield Trust. This resolution was carried.
• On 25 August a second meeting requisitioned by interests associated with Mr Nikolaenko was held to consider the election of Mr Bradley Moore as a director of the Company. This resolution was defeated.
• On 31 August Mr Tambyrajah resigned as an executive director and gave notice of his intention to resign as
Chief Financial Officer and Company Secretary.
• During August the company relocated its Vice President, Mining to the Philippines to boost the technical capability of the regional headquarters.
• On 1 September the Company appointed Mr Philip Fillis as a non-executive director. Mr Fillis was appointed for his technical expertise in relation to mining developments
• On 26 September Mr Mark Hanlon was appointed as Chief Financial Officer and Company Secretary of the Company.
• In mid November the Company raised $3.5 million from institutional holders and fund managers in London and Hong Kong through the issuance of 20,925,000 shares. The funds raised were for working capital purposes and to update the Company’s nickel laterite resource at Acoje.
• On 23 November the Company entered into a Letter of Intent with Philippines public listed entity Geograce Resources which contemplated Geograce becoming the Company’s local partner within the Acoje project.
• On 29 November at the Annual General Meeting shareholders elected new auditors, KPMG, to add value to the Company’s international focus.
• During December the Company completed the digitisation of over 60 years of historic drill data on the Acoje property.
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34 RUSINA MINING NL - ANNUAL REPORT 2007
• On 25 January 2007 the Company successfully lodged an Exploration Permit over an ex Phelps Dodge property at Abogado in Mindanao. Prior drilling on the property had intersected gold and copper mineralisation.
• The first nickel laterite JORC compliant resource of 33.15 million tonnes grading 0.95% nickel and 0.07% cobalt was announced on 15 February. This resource estimate is from the limonite zone of the laterite only with the harder, higher grade saprolite material being subject to further drilling and testing.
• On 23 February the Company advised the market that it had received some results from a pit deepening program that had commenced into the saprolite zone of the laterite. Intersections of up to 9.1 m @ 1.85% and maximum grades of up to 3.3% were recorded.
• On 7 March the Company announced that it had entered into a mining agreement with Philippines based and listed DMCI Holdings Inc for the mining of a 5 million tonne parcel of nickel laterite at Acoje. The agreement is for a 50:50 profit share arrangement and DMCI is responsible for all funding, mining, transport and marketing with no requirement for ay capital injection by Rusina. In addition DMCI have agreed, and Geograce have consented, that DMCI would take on the role of being the company’s local Philippine partner.
• On 24 April the Company received approval from the Mines and Geosciences Bureau for the trial shipment of a 50,000 tonne parcel of nickel laterites.
• On 8 May the Company received an Environmental Clearance Certificate (ECC) over a 22.5 ha. Starter pit at Acoje which paves the way for the direct shipping of nickel laterites to commence.
• On 9 May the Company advised the market that it had entered into an agreement with European Nickel PLC to fund a feasibility study for the heap leaching of the nickel laterites at Acoje by spending US$10.0 million to earn 40% of the nickel laterite property. European Nickel had also agreed to invest £1.0 million in Rusina shares by taking a placement at 40 cents. In the same announcement the Company also advised that DMCI and the company had agreed to form a 60:40 joint venture company, majority owned by DMCI, to acquire explore and develop mining properties in the Philippines. This includes the development, subject to feasibility, of a ferro-nickel smelter on Semirara Island, the site of DMCI’s 3.5 million tonne pa coal mine and also the amalgamation of DMCI and the Company’s copper/gold properties on Mindanao which includes the Sodaco property which lies within the boundary of the Xstrata controlled Tampakan FTAA. Tampakan is South East Asia’s largest undeveloped copper project. DMCI also agreed to invest US$1.2 million into the Company by way of a placement at 40 cents.
• On 26 June the Company announced that it had signed an Option Agreement to purchase all of the issued capital of Zambales Chromite Mining Company Inc, which holds a tenement 3 km to the north of the Acoje property. The ZMCI property was explored by Falconbridge in the 1970’s and through the analysis of that data the Company is targeting a nickel limonite resource of between 6 and 24 million tonnes grading 1.6% to 1.1% nickel.
• On 27 June the Company converted its $2.4 million Convertible Note into ordinary shares at the request of the holder. This will result in a cash flow saving to the Company of $192,000 per annum.
7. DividendsNo dividends have been paid by the consolidated entity during the year ended 30 June 2007, nor have the directors recommended any dividend to be paid.
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�. Events subsequent to reporting date Events subsequent to reporting date of the consolidated entity during the year were as follows:
• On 2 July 2007, 370,800 ordinary shares were issued pursuant to the exercise of Rusina Mining NL listed options (RMLO).
• On 4 July 2007, 837,000 unlisted adviser options exercisable at 21.25 cents per share on or before 3 July 2009 were exercised, and 1,000,000 unlisted options exercisable at 20 cents each and expiring on 7 December 2008 were forfeited due to the resignation of an employee.
• On 17 July 2007, 1,520 ordinary shares were issued pursuant to the exercise of listed RMLO options.
• On 19 July 2007, 5,882,352 ordinary shares at 17 pence (approximately 40 cents) each and 5,882,352 unlisted options exercisable at 21 pence (approximately 50 cents) were issued to European Nickel Plc to fund Rusina’s drilling program over the nickel saprolite mineralization at Acoje to establish a JORC compliant resource. The options were issued for nil consideration.
• On 24 July 2007, 2,200,000 unlisted options exercisable at 60 cents each on or before 12 January 2011 were issued to advisers in relation to performing broker and shareholder relation in the United States.
• On 26 July 2007 668,124 ordinary shares were issued pursuant to the exercise of the same number of listed RMLO options.
• On 1 August 2007, 141,425 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 10 August 2007, 214 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 15 August 2007, 3,658,537 ordinary shares at 32.8 US cents (approximately 40 Australian cents) each and 3,658,537 unlisted options exercisable at 41 US cents (approximately 50 Australian cents) were issued to DMCI Holdings Inc, Rusina’s Philippine partner for general working capital purposes. The options were issued for nil consideration.
• On 24 August 2007 the Company received a Form 605 Ceasing to be a Substantial Shareholder Notice from Vladimir Nikolaenko.
• On 30 August 2007, 1,827,058 ordinary shares were issued at 16 cents each to CRAU under the terms of an Option Agreement dated 27 July 2006 to acquire the Acoje Mineral Production Sharing Agreement, and approved by Shareholders at a General Meeting on 17 July 2007. In addition 80 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 31 August 2007 the Company announced that it had mailed to those shareholders holding less than a marketable parcel of shares on 21 August 2007 (1582 shares) a Notice of Intention to Sell Shareholding of Less than a Marketable Parcel.
• On 7 September 2007, 48,866 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the company, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future financial years.
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�. Likely developmentsThe consolidated entity will continue to pursue its policy of increasing the asset value and market share of its major business sectors during the next financial year.
The consolidated entity will focus on the exploration of its portfolio of mineral licences and the evaluation, merger, acquisition and/or joint venture of new projects and assets.
Further information about likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the consolidated entity.
�0. Directors’ interestsThe relevant interest of each director in the shares, debentures, interests in registered schemes and rights or options over such instruments issued by the companies within the consolidated entity and other related bodies corporate, as notified by the directors to the Australian Securities Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:
Rusina Mining NL
Ordinary shares Options over ordinary sharesGTH Getley 857,336 285,334RGM Gregory - 3,085,000PN Fillis 20,000 -DJ Hands - -
��. Share optionsOptions granted to directors and officers of the Company
During or since the end of the financial year, the Company granted options for no consideration over unissued ordinary shares in Rusina Mining NL to the following executives of the Company as part of their remuneration:
Number of options granted Exercise price Expiry date
Directors
RGM Gregory 3,000,000 16.40 cents 23 August 2008
JS Tambyrajah (i) 2,000,000 25.80 cents 23 August 2008
Officers
TMS Hanlon 2,000,000 20.00 cents7 December
2008
(i) Lapsed during the year following Mr Tambyrajah’s resignation on 31st August 2006. There have been no issues of options to directors or officers since the year end.
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Unissued shares under options
At the end of the financial year unissued ordinary shares of the company under option are:
Expiry date Exercise price Number of shares
31 March 2008 20.00 cents 38,623,418
23 August 2008 16.40 cents 3,000,000
7 December 2008 20.00 cents 5,900,000
15 May 2009 47.00 cents 1,050,000
24 May 2008 21.25 cents 837,000
49,410,418
All options expire on the earlier of their expiry date or termination of the employee’s employment.
These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.
Shares issued on exercise of optionsDuring or since the end of the financial year, the Company issued ordinary shares as a result of the exercise of options as follows (there were no amounts unpaid on the shares issued):
Number of shares Amount paid on each share
9,698,671 20.00 cents
837,000 21.25 cents
�2. Indemnification and insurance of officers and auditors
IndemnificationThe Company is drafting agreements to indemnify all current directors of the Company, and the former directors, against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
As part of those agreements the Company will agree to indemnify the current directors of its controlled entities for all liabilities to another person (other than the company or a related body corporate) that may arise from their position, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
Also, as part of these agreements the Company will agree to indemnify certain senior executives for all liabilities to another person (other than the Company or a related body corporate) that may arise from their position in the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. The senior executives in question are the CEO and CFO. The agreement stipulates that the Company will meet the full amount of any such liabilities, including legal fees.
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�3. Non-audit servicesDuring the year, the Company’s current auditor KPMG, has performed taxation and other services in addition to their statutory duties.
Details of the amounts paid to the previous and current auditors of the Company, and their related practices for audit and non-audit services provided during the year are set out below. In addition, amounts paid to other auditors for statutory audit have been disclosed:
Consolidated2007
$2006
$Audit services:
Auditors of the Company:
Audit and review of financial reports (KPMG Australia) 43,500 20,000
Audit and review of financial reports (KPMG Philippines) 18,273 -
Taxation services 40,190 -
Accounting and advisory services 1,715 -
103,678 20,000
Other auditors
Audit and review of the financial report of subsidiaries (BDO Namibia) 7,648 3,611
Audit and review of financial reports (K Westaway) - 8,060
7,648 11,671
�4. Proceedings on behalf of the CompanyAs at the date of this report the Company had not received any claims against it, nor had the Company brought any actions against other parties, refer Note 26 for further details.
�5. Lead auditor’s independence declarationThe Lead auditor’s independence declaration is set out on page 39 and forms part of the directors’ report for financial year 2007.
This report is made with a resolution of the directors:
____________________________Robert G M GregoryChief Executive Officer
Dated at Perth this 27th day of September 2007
Directors’ reportF
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Directors’ report
25
KPMG, an Australian partnership, is part of the KPMG International network. KPMG International is a Swiss cooperative.
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
To: the directors of Rusina Mining NL
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2007 there have been:
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
T R Hart Partner
Perth27 September 2007
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AUDConsolidated The Company
Note 2007 2006 2007 2006
$ $ $ $
Other income 7 26,402 150,000 26,402 150,000
Administration expenses (3,718,611) (1,759,716) (2,431,647) (1,713,459)
Exploration and evaluation expenditure written off 19 - (7,987,187) - (7,915,885)
Impairment of investments in controlled entities - - (272,480) -
Impairment of loans to controlled entities - - (3,498,107) (169,198)
Plant and equipment written-off (10,968) - - -
Depreciation (95,542) (40,404) (40,051) (1,536)
Loss before financing costs (3,798,719) (9,637,307) (6,215,883) (9,650,078)
Financial income 10 74,201 108,480 70,561 107,914
Financial expenses 10 (278,031) (42,445) (191,818) (26,047)
Net financing costs (203,830) 66,035 (121,257) 81,867
Loss before tax (4,002,549) (9,571,272) (6,337,140) (9,568,211)
Income tax expense 11 - - - -
Loss for the period (4,002,549) (9,571,272) (6,337,140) (9,568,211)
Attributable to:
Equity holders of the parent (3,995,199) (9,571,272) (6,337,140) (9,568,211)
Minority interest (7,350) - - -
Loss for the period (4,002,549) (9,571,272) (6,337,140) (9,568,211)
Basic and diluted loss per share (cents) 12 (2.53) (7.44)
The income statements are to be read in conjunction with the notes of the financial statements.
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AUD
Share capital Translation reserve
Option premium reserve
Accumulated Losses
Minority Interests Total equity
$ $ $ $ $ $
Consolidated
Balance at 1 July 2005 38,131,032 - 1,366,900 (29,859,608) - 9,638,324
Loss for year (9,571,272) -
Total recognised income and expense - - - (9,571,272) - (9,571,272)
Options Issued - - 352,069 - - 352,069
Share based payments - - 25,800 (79,465) - (53,665)
Shares issued 756,221 - (45) - - 756,176
Transaction costs (129,993) - - - - (129,993)
Exchange differences arising on translation of foreign operations -
3,061- - -
3,061
Balance at 30 June 2006 38,757,260 3,061 1,744,724 (39,510,345) - 994,700
Balance at 1 July 2006 38,757,260 3,061 1,744,724 (39,510,345) - 994,700
Total recognised income and expense - - - (3,995,199) 30,702 (3,964,497)
Share based payments - - 672,365 - - 672,365
Shares issued 8,693,476 - - - - 8,693,476
Transaction costs (247,248) - - - - (247,248)
Exchange differences arising on translation of foreign operations -
53,802- - -
53,802
Balance at 30 June 2007 47,203,488 56,863 2,417,089 (43,505,544) 30,702 6,202,598
Company
Balance at 1 July 2005 38,131,032 - 1,366,900 (29,859,608) - 9,638,324
Loss for the year (9,568,211)
Total recognised income and expense - - (9,568,211) - (9,568,211)
Options Issued - - 352,069 - - 352,069
Share based payments - - 25,800 (79,465) - (53,665)
Shares issued 756,221 - (45) - - 756,176
Share costs net of tax (129,993) - - - - (129,993)
Balance at 30 June 2006 38,757,260 - 1,744,724 (39,507,284) - 994,700
Balance at 1 July 2006 38,757,260 - 1,744,724 (39,507,284) - 994,700
Total recognised income and expense - - (6,337,140) - (6,337,140)
Share based payments - - 672,365 - - 672,365
Shares issued 8,693,476 - - - 8,693,476
Share costs net of tax (247,248) - - - (247,248)
Balance at 30 June 2007 47,203,488 - 2,417,089 (45,844,424) - 3,776,153
The statement of changes in equity is to be read in conjunction with the notes to the financial statements.
Consolidated statements of changes in equityF
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AUDConsolidated The Company
Note 2007 2006 2007 2006
$ $ $ $
Assets
Cash and cash equivalents 13 2,400,273 2,533,982 2,142,426 2,430,554
Trade and other receivables 14 279,428 91,532 64,754 40,041
Other current assets 15 215,916 - - -
Total current assets 2,895,617 2,625,514 2,207,180 2,470,595
Investments 16 - - - 347,279
Property, plant and equipment 18 335,130 344,790 78,503 122,670
Intangible assets 19 3,455,733 1,495,579 1,783,912 1,495,579
Total non-current assets 3,790,863 1,840,369 1,862,415 1,965,528
Total assets 6,686,480 4,465,883 4,069,595 4,436,123
Liabilities
Trade and other payables 20 382,034 958,774 223,179 932,597
Employee benefits 22 101,848 112,409 70,263 108,826
Total current liabilities 483,882 1,071,183 293,442 1,041,423
Interest-bearing loans and borrowings
21 -2,400,000
-2,400,000
Total non-current liabilities - 2,400,000 - 2,400,000
Total liabilities 483,882 3,471,183 293,442 3,441,423
Net assets 6,202,598 994,700 3,776,153 994,700
Equity
Issued capital 23 47,203,488 38,757,260 47,203,488 38,757,260
Reserves 2,473,952 1,747,785 2,417,089 1,744,724
Accumulated losses (43,505,544) (39,510,345) (45,844,424) (39,507,284)
Total equity attributable to equity holders of the Company
6,171,896 994,700 3,776,153 994,700
Minority interest 30,702 - - -
Total equity 6,202,598 994,700 3,776,153 994,700
The balance sheets are to be read in conjunction with the notes to the financial statements.
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AUDConsolidated The Company
Note 2007 2006 2007 2006
$ $ $ $
Cash flows from operating activities
Cash paid to suppliers and employees (4,027,148) (2,154,481) (2,571,359) (1,806,354)
Exploration and evaluation expenditure (1,960,155) (3,065,057) (288,333) (3,162,983)
Interest received 74,721 108,480 71,080 107,914
Interest paid (248,426) (1,849) (216,015) (1,849)
Net cash from operating activities 29 (6,161,008) (5,112,907) (3,004,627) (4,863,272)
Cash flows from investing activities
Acquisition of property, plant and equipment (137,181) (270,260) (24,673) (99,605)
Proceeds from the sale of property, plant and equipment 57,151 - 57,151 -
Loans to controlled entities - - (3,423,308) (248,994)
Other - - - (272,480)
Net cash from investing activities (80,030) (270,260) (3,390,830) (621,079)
Cash flows from financing activities
Proceeds from the issue of share capital and options 6,293,476 1,134,045 6,293,476 1,134,045
Share issue costs (186,147) (129,994) (186,147) (129,994)
Proceeds from borrowing - 2,400,000 - 2,400,000
Net cash from financing activities 6,107,329 3,404,051 6,107,329 3,404,051
Net increase/(decrease) in cash and cash equivalents (133,709) (1,979,116) (288,128) (2,080,300)
Cash and cash equivalents at 1 July 2006 2,533,982 4,513,098 2,430,554 4,510,854
Cash and cash equivalents at 30 June 2007 13 2,400,273 2,533,982 2,142,426 2,430,554
The statements of cash flows are to be read in conjunction with the notes to the financial statements.
Statement of cash flows
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Notes to the Financial Statements2007ANNUAL REPORT
Co
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Notes to the Financial Statements
�. General information2. Basis of preparation3. Adoption of new and revised
accounting standards4. Significant accounting policies5. Critical accounting judgements
and key sources of estimation uncertainty�. Segment reporting7. Other income�. Personnel expenses�. Auditor’s remuneration�0. Net financing costs��. Income taxes �2. Loss per share�3. Cash and cash equivalents�4. Trade and other receivables�5. Other current assets��. Investments�7. Deferred tax assets and liabilities��. Property, plant and equipment��. Intangible assets20. Trade and other payables2�. Interest-bearing loans and borrowings22. Employee benefits23. Share based payment arrangements24. Capital and reserves25. Financial instruments2�. Capital and other commitments27. Contingencies2�. Consolidated entities2�. Reconciliation of cash flows
from operating activities30. Key management personnel disclosures3�. Non key management personnel disclosures32. Subsequent events
45454�
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�. General Information
Rusina Mining NL (“the Company”) is a listed public company domiciled in Australia.The Company’s registered office and its principal place of business are as follows:
Registered office & Principal place of business
Level 183 Havelock Street
West Perth WA 6005
2. Basis of Preparation
(i) Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The Company’s financial report does not comply with the IFRS’s as the Company has elected to apply the relief provided to parent entities by AASB 132, Financial Instruments: Presentation and Disclosure, in respect of certain disclosure requirements. The financial statements were approved by the Board of Directors on 27/09/07.
(ii) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis.
(iii) Going concern The consolidated entity incurred a loss for the year of $4,002,549. It has net working capital of $2,373,683. The loss has arisen primarily as a result of non-cash share based payments and increased corporate costs. The Company’s focus is the further exploration and evaluation of various projects within the Philippines, including the Acoje project. In order to perform that work the Company will require funding which the Company proposes will be made available by existing cash reserves, via revenues from the direct shipping of nickel laterites, and from the receipt of funds from the exercise of March 2008 options. In addition, the Company has entered into several joint venture arrangements which require the joint venture partner to fully or partially fund any exploration/ development work or to free carry the Company through a minimum level of expenditure or time period.
(iv) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency and the functional currency of the majority of the Group.
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3. Adoption of New and Revised Accounting Standards
At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective.
Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the consolidated entity’s and the Company’s financial report:
StandardEffective for annual reporting periods beginning on or after
Expected to be initially applied in the financial year ending
• AASB 7 ‘Financial Instruments: Disclosures’ and consequential amendments to other accounting standards resulting from its issue
1 January 2007 30 June 2008
• AASB 101 ‘Presentation of Financial Statements’ – revised standard
1 January 2007 30 June 2008
• AASB 2007-7 ‘Amendments to Australian Accounting Standards’
1 July 2007 30 June 2008
AASB 8 ‘Operating Segments’ 1 January 2009 30 June 2010
Initial application of the following Standards and Interpretations is not expected to have any material impact to the financial report of the consolidated entity and the Company:
StandardEffective for annual reporting periods
beginning on or after
Expected to be initially applied in the financial year ending
• AASB Interpretation 10 ‘Interim Financial Reporting and Impairment’ 1 November 2007 30 June 2008
• AASB Interpretation 11 ‘AASB 2 – Group and Treasury Share Transactions’
1 March 2007 30 June 2008
• AASB 2007-1 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 11’
1 March 2007 30 June 2008
• AASB Interpretation 12 ‘Service Concession Arrangements’ 1 January 2008 30 June 2009
• AASB 2007-2 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 12’
1 January 2008 30 June 2009
• AASB 2007-4 ‘Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments’
1 July 2007 30 June 2008
• AASB Interpretation 13 ‘Customer Loyalty Programmes’ 1 July 2008 30 June 2009
• AASB Interpretation 14 ‘AASB 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’
1 January 2008 30 June 2009
• AASB 123 ‘Borrowing Costs’ – revised standard 1 January 2009 30 June 2010
• AASB 2007-6 ‘Amendments to Australian Accounting Standards arising from AASB 123’
1 January 2009 30 June 2010
AASB Interpretation 10AASB 134 ‘Interim Financial Reporting’ requires an entity to apply the same accounting policies in its interim financial report as are applied in its annual financial report. It also states that measurements for interim reporting purposes are
Notes to the Financial Statements
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made on a year-to-date basis so that the frequency of reporting does not affect an entity’s annual reports. AASB Interpretation 10 clarifies that an entity cannot reverse an impairment loss recognised in a previous interim period in relation to goodwill or either an investment in an equity instrument or in a financial asset carried at cost.
This approach is consistent with impairment reversal prohibitions in AASB 136 ‘Impairment of Assets’ and AASB 139 ‘Financial Instruments: Recognition and Measurement’.
AASB Interpretation 10 is required to be applied prospectively from the date at which the entity first applied AASB 36 (ie. 1 July 2004) and AASB 139 (ie. 1 July 2005), for goodwill and investments in either equity instruments or financial assets carried at cost, respectively.
AASB Interpretation 11 and AASB 2007-1AASB Interpretation 11 clarifies the application of AASB 2 ‘Share-based Payment’ to certain share-based payment arrangements involving the entity’s own equity instruments and to arrangements involving equity instruments of the entity’s parent. AASB 2007-1 amends AASB 2 to insert transitional provisions of IFRS 2 ‘Share-based Payment’ that had previously been set out in AASB 1 ‘First-time Adoption of Australian Equivalents to International Financial Reporting Standards’.
AASB Interpretation 11 and AASB 2007-1 are required to be applied retrospectively.
AASB Interpretation 12 and AASB 2007-2AASB Interpretation 12 provides guidance on the accounting by operators for public-to-private service concession arrangements. The company nor the consolidated entity does not operate such services.
AASB 2007-4AASB 2007-4 makes amendments to a number of Australian Accounting Standards to introduce various accounting policy options, delete various disclosures presently required and make a number of editorial amendments.Whilst a large number of Accounting Standards are amended by AASB 2007-4, key accounting policy options introduced by AASB 2007-4 relate to:
• the measurement and presentation of government grants;
• the accounting for jointly controlled entities using the proportionate consolidation method; and the presentation of the cash flow statement.
The consolidated entity does not intend to change any of its current accounting policies on adoption of AASB 2007-4; accordingly, there will no financial impact to the financial report. However, in the [consolidated entity’s/company’s] financial report for the financial year ending 30 June 2008, certain information may no longer be disclosed, or may be disclosed in an alternative manner, due to amendments made by AASB 2007-4 to the disclosure requirements of various Accounting Standards.
AASB Interpretation 13AASB Interpretation 13 addresses the accounting by entities that provide their customers with incentives to buy goods or services by providing awards (i.e. award credits) as part of a sales transaction. AASB Interpretation 13 requires the entity that grants the awards to account for the sales transaction that gives rise to the award credits as a ‘multiple element revenue transaction’ and allocate the fair value of the consideration received or receivable between the award credits granted and the other components of the revenue transaction. AASB Interpretation 13 is required to be applied retrospectively.
AASB Interpretation 14AASB Interpretation 14 addresses three issues for entities that (a) have a defined benefit superannuation plan; and (b) have a defined benefit plan asset. Neither the consolidated entity nor the Company has such a plan or an asset.
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AASB 123 (revised) and AASB 2007-6AASB 123 (July 2004) permits an entity to either expense or capitalise borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets. Under AASB 123 (revised), entities are no longer permitted to choose between alternate treatments and must capitalise borrowing costs relating to qualifying assets. AASB 2007-6 makes amendments to various Accounting Standards arising from the issue of AASB 123 (revised).
AASB 123 (revised) is generally to be applied prospectively to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2009. Accordingly, no restatements will be required in respect of transactions prior to the date of adoption.
4. Significant accounting policiesa) Basis of consolidation (i) SubsidiariesSubsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are carried at their cost of acquisition in the Company’s financial statements.
(ii) Transactions eliminated on consolidationIntragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Gains and losses are recognised as the contributed assets are consumed or sold by the associates and jointly controlled entities or, if not consumed or sold by the associate or jointly controlled entity, when the consolidated entity’s interest in such entities is disposed of.
b) Foreign currency (i) Foreign currency transactionsTransactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.
(ii) Financial statements of foreign operationsThe assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Australian dollars at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.
(iii) Net investment in foreign operationsExchange differences arising from the translation of the net investment in foreign operations, and of related hedges are taken to the translation reserve. They are released into the income statement upon disposal.
Notes to the Financial Statements
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c) Property, plant and equipment (i) Owned assetsItems of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (see accounting policy g). The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
(ii) Subsequent costsThe consolidated entity recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.
(iii) DepreciationDepreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.
The estimated useful lives in the current and comparative periods are as follows:
• buildings 40 years • plant and equipment 3 - 20 years
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.
d) Intangible assets (i) Exploration and evaluation expenditureExploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Impairment testing is completed when required by the circumstances set out in AASB 6 “Exploration for and Evaluation of Mineral Resources”. Accumulated costs in relation to an abandoned area are written off in full against the loss in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
Costs of site restoration or rehabilitation are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs may include the dismantling and removal of mining, plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with the clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community
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expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.
e) Trade and other receivablesTrade and other receivables are stated at their amortised cost less impairment losses (see accounting policy g).
f) Cash and cash equivalents Cash and cash equivalents comprise cash balances and term deposits with a maturity of less than 3 months.
g) Impairment The carrying amounts of the consolidated entity’s assets, other than deferred tax assets (see accounting policy n), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
(i) Calculation of recoverable amountThe recoverable amount of the consolidated entity’s investments in receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e., the effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are not discounted. Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant receivables are individually assessed for impairment. Impairment testing of significant receivables that are not assessed as impaired individually is performed by placing them into portfolios of significant receivables with similar risk profiles and undertaking a collective assessment of impairment. Non-significant receivables are not individually assessed. Instead, impairment testing is performed by placing non-significant receivables in portfolios of similar risk profiles, based on objective evidence from historical experience adjusted for any effects of conditions existing at each balance date.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
(ii) Reversals of impairment An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.An impairment loss in respect of an investment in an equity instrument classified as available for sale is not reversed through profit or loss. If the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss shall be reversed, with the amount of the reversal recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed.
Notes to the Financial Statements
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h) Share capital Transaction costsTransaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
(i) Convertible notesConvertible notes that can be converted to share capital at the option of the holder, where the number of shares issued does not vary with changes in their fair value, are accounted for as compound financial instruments. Transaction costs that relate to the issue of a compound financial instrument are allocated to the liability and equity components in proportion to the allocation of proceeds. The equity component of the convertible notes is calculated as the excess of the issue proceeds over the present value of the future interest and principal payments, discounted at the market rate of interest applicable to similar liabilities that do not have a conversion option. The interest expense recognised in the income statement is calculated using the effective interest method.
j) Employee benefits (i) Wages, salaries, annual leave, sick leave and non-monetary benefitsLiabilities for employee benefits for wages, salaries, annual leave and sick leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the consolidated entity as the benefits are taken by the employees.
(ii) Share-based payment transactions The share option programme allows consolidated entity employees to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.
k) ProvisionsA provision is recognised in the balance sheet when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
l) Trade and other payablesTrade and other payables are stated at amortised cost.
m) RevenueInterest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial asset.
n) Income taxIncome tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
52 RUSINA MINING NL - ANNUAL REPORT 2007
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
o) Segment reportingA segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
p) Goods and services taxRevenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the Australian Taxation Office (ATO) is included as a current asset or liability in the balance sheet. Cash flows are included in the statement of cash flows 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.
Notes to the Financial Statements
For
per
sona
l use
onl
y
For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 53
5. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group’s accounting policies, which are described in note 4, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
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:
Recoverability of intangible assets and impairment of investments in and loans to subsidiariesThe Group assesses the recoverability of intangible assets by reference to a discounted cashflow model which includes sources of estimation uncertainty such as the discount rate used and the quantum of future sales that are likely to be generated under the model.
The parent assesses the impairment of its investments in its subsidiaries by reference to the net asset position of the parent in relation to the Group as a whole.
Share based payment transactionsThe 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 using a Black Scholes model, using the assumptions detailed in the Directors’ Report.
�. Segment reportingSegment information is presented in respect of the consolidated entity’s business and geographical segments. The primary format, geographical segments, is based on the consolidated entity’s management and internal reporting structure. Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
Geographical segments The consolidated entity operates in three principal geographical areas: • Philippines • Namibia • Australia
Business segments The consolidated entity operates in predominantly one business segment, being mineral exploration activities.
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
54 RUSINA MINING NL - ANNUAL REPORT 2007
Phi
lipp
ines
Aus
tral
iaN
amib
iaE
limin
atio
nsC
ons
olid
ated
2007
2006
2007
2006
2007
2006
2007
2006
2007
2006
Rev
enue
Inte
rest
3,64
056
670
,561
107,
914
--
--
74,2
0110
8,48
0
Oth
er-
-26
,402
150,
000
--
--
26,4
0215
0,00
0
Tota
l rev
enue
3,64
056
696
,963
257,
914
--
--
100,
603
258,
480
Seg
men
t res
ult
(1,4
35,9
95)
(172
,789
)(6
,337
,140
)(1
1,61
1,72
0)-
(3,2
13)
3,77
0,58
62,
216,
450
(4,0
02,5
49)
(9,5
71,2
72)
Pro
fit b
efor
e fin
anci
ng c
osts
(1,3
53,4
22)
-(6
,215
,883
)(1
1,85
0,54
4)-
(3,2
13)
3,77
0,58
62,
216,
450
(3,7
98,7
19)
(9,6
37,3
07)
Net
fina
ncin
g co
sts
(82,
572)
-(1
21,2
58)
66,0
35-
--
-(2
03,8
30)
66,0
35
Loss
for t
he p
erio
d(4
,002
,549
)(9
,571
,272
)
Tota
l seg
men
t ass
ets
2,61
1,58
037
1,73
44,
069,
595
4,43
6,12
35,
305
5,30
5-
(347
,279
)6,
686,
480
4,46
5,88
3
Tota
l seg
men
t lia
bilit
ies
3,85
6,03
227
2,04
329
3,44
23,
441,
423
7,16
6,21
37,
162,
805
(10,
831,
804)
(7,4
05,0
88)
483,
883
3,47
1,18
3
Cas
h flo
ws
from
ope
ratin
g ac
tiviti
es(3
,156
,381
)(3
,065
,087
)(3
,004
,627
)(2
,047
,820
)-
(3,2
13)
--
(6,1
61,0
08)
(5,1
12,9
07)
Cas
h flo
ws
from
inve
stin
g ac
tiviti
es(1
12,5
08)
(260
,986
)(3
,390
,830
)(6
21,0
79)
--
3,42
3,30
861
1,80
5(8
0,03
0)(2
70,2
60)
Cas
h flo
ws
from
fina
ncin
g ac
tiviti
es-
-6,
107,
329
3,40
4,05
1-
--
-6,
107,
329
3,40
4,05
1
Cap
ital e
xpen
ditu
re11
2,50
826
0,98
624
,673
9,27
4-
--
-13
7,18
127
0,26
0
Geo
gra
phi
cal s
egm
ents
Notes to the Financial Statements
For
per
sona
l use
onl
y
For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 55
7. Other incomeConsolidated The Company
2007 2006 2007 2006Profit on sale of property, plant and equipment 26,402 - 26,402 -Reversal of deferred acquisition cost - 150,000 - 150,000
26,402 150,000 26,402 150,000
�. Personnel expenses
Wages and salaries 1,079,099 485,840 703,052 397,274Superannuation expense 45,566 52,987 45,566 52,987Share based payments 611,263 - 611,263 -Increase/ (decrease) in liability for annual leave (484) 15,084 (484) 15,084
1,735,444 553,911 1,359,397 465,345
�. Auditor’s remuneration
Audit services Auditors of the Company Audit and review of financial reports (KPMG Australia) 43,500 20,000 43,500 20,000 Audit and review of financial reports (KPMG Philippines) 18,273 - - - Taxation services 40,190 - 40,190 - Accounting and advisory services 1,715 - 1,715 103,678 20,000 85,405 20,000Other auditors
Audit and review of the financial reports of subsidiaries (BDO Namibia)
7,648 3,611 - -
Audit and review of financial reports (K Westaway) - 8,060 - 8,0607,648 11,671 - 8,060
�0. Net financing costs
Interest income 74,201 108,480 70,561 107,914Financial income 74,201 108,480 70,561 107,914
Interest expense 190,029 26,047 190,029 26,047Net foreign exchange loss 88,002 16,398 1,789 -Financial expenses 278,031 42,445 191,818 26,047Net financing costs/(income) 203,830 (66,035) 121,257 (81,867)
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
5� RUSINA MINING NL - ANNUAL REPORT 2007
��. Income taxesIncome tax recognised in profit or loss The prima facie income tax expense on the pre-tax accounting loss from operations reconciles to the income tax expense in the financial statements as follows:
Consolidated Parent
30 June 2007 30 June 2006 30 June 2007 30 June 2006
Loss before income tax expense from continuing operations 4,002,549 9,571,272 6,337,140 9,568,211
Income tax benefit calculated at 30% 1,200,765 2,871,382 1,901,142 2,870,463
Effect of revenue that is non-assessable in determining taxable loss 751 45,000 751 45,000
Effect of expenses that are not deductible in determining taxable loss (314,783) (2,383,722) (1,015,160) (2,383,722)
Effect of unused tax losses and tax offsets not recognised as deferred tax assets (886,733) (532,660) (886,733) (532,660)
Income tax expense - - - -
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period.
�2. Loss per shareBasic and diluted loss per shareThe calculation of basic and diluted loss per share at 30 June 2007 was based on the loss attributable to ordinary shareholders of $4,002,549 (2006: $9,571,272) and a weighted average number of ordinary shares outstanding during the year ended 30 June 2007 of 157,833,905 (2006: 128,720,159), calculated as follows:
Loss attributable to ordinary shareholders Consolidated2007 2006
Loss for the period 4,002,549 9,571,272
Loss attributable to ordinary shareholders 4,002,549 9,571,272
Weighted average number of ordinary shares Note Consolidated2007 2006
Issued ordinary shares at 1 July 2006 133,293,494 127,505,628
Effect of shares issued in July 2006 5,778,082 876
Effect of shares issued in August 2006 5,045,205 973
Effect of shares issued in October 2006 71,233 1,240
Effect of shares issued in November 2006 12,497,671 -
Effect of shares issued in March 2007 164,384 904,272
Effect of shares issued in April 2007 43,836 61,918
Effect of shares issued in May 2007 802,017 35,206
Effect of shares issued in June 2007 137,983 210,046
Weighted average number of ordinary shares at 30 June 2007 157,833,905 128,720,159
Notes to the Financial Statements
For
per
sona
l use
onl
y
For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 57
�3. Cash and cash equivalentsConsolidated The Company
2007 2006 2007 2006Cash and cash equivalents 975,626 863,982 717,779 760,554
Term deposits 1,424,647 1,670,000 1,424,647 1,670,000
Cash and cash equivalents in the statement of cash flows 2,400,273 2,533,982 2,142,426 2,430,554
�4. Trade and other receivablesConsolidated The Company
Current 2007 2006 2007 2006Other receivables and pre-payments 279,428 91,532 64,754 40,041
279,428 91,532 64,754 40,041
�5. Other current assetsConsolidated The Company
2007 2006 2007 2006Sundry assets 215,916 - - -
215,916 - - -
��. InvestmentsConsolidated The Company
Non-current 2007 2006 2007 2006Investments in controlled entities at cost - - 8,054,731 8,054,731
Provision for impairment - - (8,054,731) (7,782,251)
Receivables due from controlled entities - - 10,831,804 7,408,500
Provision for impairment - - (10,831,804) (7,333,701)
- - - 347,279
For the year ended 30 June 2007, impairment losses of $272,480 and $3,498,103 were booked against investments in controlled entities and receivables due from controlled entities respectively. The impairment losses were incurred following an assessment of the recoverability of the loans in the context of the stage of development of the consolidated entity’s assets.
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
5� RUSINA MINING NL - ANNUAL REPORT 2007
�7. Deferred tax assets and liabilitiesUnrecognised deferred tax assets and (liabilities)
Consolidated The Company2007 2006 2007 2006
The following deferred tax assets and (liabilities) have not been brought to account:
Temporary differences 19,215 156,023 19,215 156,023
Temporary differences arising from exploration activities
(535,174) - (535,174) -
Tax losses – revenue 2,673,161 1,619,923 2,673,161 1,619,923
Tax losses – capital 179,663 179,663 179,663 179,663
2,336,865 1,955,609 2,336,865 1,955,609
The Company has estimated unrecouped income tax losses of $9,334,932 (2006: $6,379,155) available to be offset against future taxable income. A deferred tax asset in relation to the losses has not been recognised by the group on the basis that it is not probable that there will be future taxable income available against which the losses can be utilised.
The Company has not consolidated for tax purposes.
Consolidated The Company2007 2006 2007 2006
Taxable temporary differences in relation to investments in subsidiaries for which deferred tax liabilities have not been recognised are attributable to the following:
Foreign subsidiaries 124,445 - - -
124,445 - - -
Notes to the Financial Statements
For
per
sona
l use
onl
y
For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 5�
Co
nso
lidat
edT
he C
om
pan
yN
ote
Land
and
bui
ldin
gs
Pla
nt a
nd
equi
pm
ent
Tota
lLa
nd a
nd b
uild
ing
sP
lant
and
eq
uip
men
tTo
tal
Co
st
Bal
ance
at 1
Jul
y 20
0528
,773
104,
270
133,
043
28,7
7310
4,27
013
3,04
3
Oth
er a
cqui
sitio
ns-
270,
260
270,
260
-9,
274
9,27
4
Bal
ance
at 3
0 Ju
ne 2
006
28,7
7337
4,53
040
3,30
328
,773
113,
544
142,
317
Bal
ance
at 1
Jul
y 20
0628
,773
374,
530
403,
303
28,7
7311
3,54
414
2,31
7
Oth
er a
cqui
sitio
ns-
125,
623
125,
623
-24
,673
24,6
73
Dis
posa
ls(2
8,77
3)-
(28,
773)
(28,
773)
-(2
8,77
3)
Bal
ance
at 3
0 Ju
ne 2
007
-50
0,15
350
0,15
3-
138,
217
138,
217
Dep
reci
atio
n an
d im
pai
rmen
t lo
sses
Bal
ance
at 1
Jul
y 20
05-
18,1
0918
,109
-18
,109
18,1
09
Dep
reci
atio
n ch
arge
for t
he y
ear
-40
,404
40,4
04-
1,53
61,
536
Bal
ance
at 3
0 Ju
ne 2
006
-58
,513
58,5
13-
19,6
4519
,645
Bal
ance
at 1
Jul
y 20
06-
58,5
1358
,513
-19
,645
19,6
45
Dep
reci
atio
n ch
arge
for t
he y
ear
-95
,542
95,5
42-
40,0
6940
,069
Ass
ets
writ
ten
off
-10
,968
10,9
68-
--
Bal
ance
at 3
0 Ju
ne 2
007
-16
5,02
316
5,02
3-
59,7
1459
,714
Car
ryin
g am
ount
s
At 1
Jul
y 20
0528
,773
86,1
6111
4,93
428
,773
86,1
6111
4,93
4
At 3
0 Ju
ne 2
006
28,7
7331
6,01
734
4,79
028
,773
93,8
9912
2,67
2
At 1
Jul
y 20
0628
,773
316,
017
344,
790
28,7
7393
,899
122,
672
At 3
0 Ju
ne 2
007
-33
5,13
033
5,13
0-
78,5
0378
,503
��. P
ro
pert
y, P
lan
t an
d e
qu
ipm
ent
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
�0 RUSINA MINING NL - ANNUAL REPORT 2007
��. I
nta
ng
ible
ass
ets
Co
nso
lidat
edT
he C
om
pan
y
Aco
je P
roje
ct,
Phi
lipp
ines
Aus
tral
ia a
nd
Nam
ibia
inte
rest
s
Tota
lA
coje
Pro
ject
, P
hilip
pin
es
Aus
tral
ia
and
Nam
ibia
in
tere
sts
To
tal
Cap
italis
ed E
xplo
ratio
n an
d D
evel
opm
ent E
xpen
ditu
re
Bal
ance
at 1
Jul
y 20
055,
659,
503
7,27
65,
666,
779
5,65
9,50
37,
276
5,66
6,77
9
Net
exp
endi
ture
for t
he y
ear
3,81
5,98
7-
3,81
5,98
73,
744,
685
-3,
744,
685
Am
ount
s w
ritte
n of
f dur
ing
the
year
(i)
(7,9
79,9
11)
(7,2
76)
(7,9
87,1
87)
(7,9
08,6
09)
(7,2
76)
(7,9
15,8
85)
Bal
ance
at 3
0 Ju
ne 2
006
1,49
5,57
9-
1,49
5,57
91,
495,
579
-1,
495,
579
Bal
ance
at 1
Jul
y 20
061,
495,
579
-1,
495,
579
1,49
5,57
9-
1,49
5,57
9
Net
exp
endi
ture
for t
he y
ear
1,96
0,15
4-
1,96
0,15
428
8,33
3-
288,
333
Bal
ance
at 3
0 Ju
ne 2
007
3,45
5,73
3-
3,45
5,73
31,
783,
912
-1,
783,
912
Car
ryin
g am
ount
s
At 1
Jul
y 20
055,
659,
503
7,27
65,
666,
779
5,65
9,50
37,
276
5,66
6,77
9
At 3
0 Ju
ne 2
006
1,49
5,57
9-
1,49
5,57
91,
495,
579
-1,
495,
579
At 1
Jul
y 20
061,
495,
579
-1,
495,
579
1,49
5,57
9-
1,49
5,57
9
At 3
0 Ju
ne 2
007
3,45
5,73
3-
3,45
5,73
31,
783,
912
-1,
783,
912
(i) D
urin
g th
e pr
ior y
ear t
he c
onso
lidat
ed e
ntity
sou
ght s
peci
fic le
gal a
dvic
e (B
aker
McK
enzi
e in
the
Phi
lippi
nes)
in re
latio
n to
its
right
of t
enur
e ov
er th
e A
coje
m
iner
al p
rope
rty. T
he c
ompa
ny’s
80%
ow
ned
subs
idia
ry, K
inlo
ch R
esou
rces
Lim
ited
(‘Kin
loch
’) he
ld a
n op
erat
ing
agre
emen
t with
the
regi
ster
ed m
iner
al
prop
erty
ow
ner,
Cra
u M
iner
al R
esou
rces
Cor
pora
tion
(‘CR
AU
’). I
n an
ann
ounc
emen
t to
the
AS
X da
ted
16 M
arch
200
6, th
e C
ompa
ny c
oncl
uded
that
the
exis
ting
Ope
ratin
g A
gree
men
t bet
wee
n K
inlo
ch a
nd C
RA
U w
as v
oid.
The
Con
solid
ated
Ent
ity fu
rther
ann
ounc
ed a
new
agr
eem
ent d
irect
ly w
ith C
RA
U
whe
reby
Rus
ina
hold
s th
e op
tion
to p
urch
ase
100%
of t
he A
cjoe
Min
eral
Pro
duct
ion
Sha
ring
Agr
eem
ent.
On
13 J
uly
2006
, the
Com
pany
as
one
of th
e sh
areh
olde
rs o
f Kin
loch
vot
ed in
favo
ur o
f a re
solu
tion
that
Kin
loch
be
plac
ed in
to v
olun
tary
liqu
idat
ion.
On
26
July
200
6 C
RA
U a
nd K
inlo
ch c
ompl
eted
a d
eed
of te
rmin
atio
n an
d re
leas
e in
rela
tion
to th
e ex
istin
g O
pera
ting
Agr
eem
ent.
On
27 J
uly
2006
, the
Com
pany
si
gned
a fo
rmal
Opt
ion
Agr
eem
ent w
ith C
RA
U M
iner
al R
esou
rces
Cor
pora
tion
to p
urch
ase
up to
100
% o
f the
Aco
je M
PS
A.
The
ultim
ate
reco
upm
ent o
f cos
ts c
arrie
d fo
rwar
d in
the
expl
orat
ion
and
eval
uatio
n ph
ase
is d
epen
dent
on
the
succ
essf
ul d
evel
opm
ent a
nd c
omm
erci
al
expl
orat
ion
on s
ale
of th
e re
spec
tive
area
s of
inte
rest
.
Notes to the Financial Statements
For
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RUSINA MINING NL - ANNUAL REPORT 2007 ��
20. Trade and other payables
Consolidated The CompanyNote 2007 2006 2007 2006
Current liabilities
Trade payables 335,512 221,642 176,657 221,642
Other trade payables and accrued expenses 46,522 737,132 46,522 710,955
382,034 958,774 223,179 932,597
2�. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the consolidated entity’s interest-bearing loans and borrowings.
Non-current liabilities
Consolidated The Company2007 2006 2007 2006
Convertible notes (unsecured) - 2,400,000 - 2,400,000
- 2,400,000 - 2,400,000
Terms and debt repayment scheduleOn 16 May 2006 the Company executed a Convertible Loan Note (Unsecured) for $2,400,000 with City Natural Resources High Yield Trust Plc, with an interest rate 8% pa payable on a quarterly basis. The Convertible Loan Notes have a face value of $2,400 per note, a conversion price of $0.24 and mature in 2010. The convertible note is convertible at a fixed price of $0.24 on the face value of the note ($2,400,000) equating to 10,000,000 ordinary shares.
The Convertible Notes cannot be converted to equity during the first 12 months, and after this can be converted at the option of the Company if the 20 day average closing price is at least $0.35 cents on the AIM. The Convertible Loan Note can also be converted at the option of the holder any time after the first 12 months up until the fourth anniversary of the issue of the notes being 16 May 2010. The Company is required to establish a reserve account with $150,000 for the payment of interest. The entire amount of the convertible notes is classified as debt.
On 27 June 2007, the notes were converted by the holder into 10,000,000 ordinary shares.
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
�2 RUSINA MINING NL - ANNUAL REPORT 2007
22. Employee benefitsCurrent
Consolidated The Company2007 2006 2007 2006
Salaries and wages accrued 22,002 15,181 22,002 15,181
Superannuation payable 2,925 25,999 2,925 25,999
Liability for PAYG Tax 57,155 56,145 30,735 52,561
Liability for annual leave 19,766 15,084 14,601 15,084
101,848 112,409 70,263 108,825
a) Defined contribution superannuation fundsThe consolidated entity makes contributions to a defined contribution superannuation fund. The amount recognised as expense was $45,566 for the financial year ended 30 June 2007 (2006: $52,987).
b) Share based payment arrangementsDetails of share based payment arrangements with employees and directors are contained in Note 23.
23. Share based payment arrangementsThe following share-based payment arrangements were in existence during the current period:
Options series Number Grant date Expiry dateExercise price
(cents)Directors
Issued 3 June 2005 4,600,000 03/06/05 31/12/08 20.00
Issued 23 August 2006 3,000,000 23/08/06 23/08/08 16.40
Issued 23 August 2006 2,000,000 23/08/06 23/08/08 25.80
Employee Incentive Option Plan
Issued 8 December 2006 5,900,000 08/12/06 07/12/06 20.00
Issued 16 May 2007 1,050,000 16/05/07 15/05/09 47.00
Adviser Options
Issued 24 November 2006 837,000 24/11/06 24/05/08 21.25
The fair value of services received in return for share options granted to employees and advisers is measured by reference to the fair value of share options granted.
The estimate of the fair value of the services received is measured based on the Black-Scholes formula.
The terms and conditions of the grants are as follows, whereby all options are settled by physical delivery of shares:
The number and weighted average exercise prices of share options are as follows:
Notes to the Financial Statements
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RUSINA MINING NL - ANNUAL REPORT 2007 �3
Weightedaverageexercise
price
Numberof options
Weightedaverageexercise
price
Numberof options
2007 2007 2006 2006
Outstanding at the beginning of the period $0.20 1,000,000 $0.20 1,500,000
Granted during the period 11,950,000 -
Forfeited during the period (2,000,000) (500,000)
Exercised during the period (1,000,000) -
Outstanding at the end of the period $0.23 9,950,000 $0.20 1,000,000
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes formula. The contractual life of the 30 June 2007 options is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes formula.
24. Capital and reservesShare capital
The Company
Ordinary fully paid shares Ordinary shares
2007 2006On issue at 1 July 133,293,494 127,505,628
Final payment of 5 cents on 12,875,000 previously partly paid ordinary shares 12,875,000 -
13,196,000 fully paid ordinary shares issued at 7 pence (16.53 cents) on 24 November 2006 13,196,000 -
7,729,000 fully paid ordinary shares issued at 17 cents on 24 November 2006 7,729,000 -
Exercise of 1,000,000 2007 options exercisable at 20 cents 1,000,000 -
Exercise of 8,028,977 2008 options exercisable at 20 cents 8,028,977 4,533
10,000,000 fully paid shares issued on 27 June 2007 at 24 cents on convertible note 10,000,000 -
2,000,000 fully paid ordinary shares issued at 8.5 pence (20.07 cents) on 21 Jan 2006 - 2,000,000
Final payment of 5 cents on 450,000 previously partly paid ordinary shares - 450,000
Exercise of 3,333,333 30 June 2006 options at 10 cents - 3,333,333
On issue at 30 June – fully paid 186,122,471 133,293,494
Partly paid ordinary shares issued at 5.5 cents and paid to 0.5 cents Ordinary shares
2007 2006Opening balance, July 12,875,000 13,325,000
Final payment of 5 cents on 12,875,000 previously partly paid ordinary shares (12,875,000)
Final payment of 5 cents on 450,000 previously partly paid ordinary shares (450,000)
On issue at 30 June – partly paid - 12,875,000
Ordinary fully paid and partly paid shares participate in dividends and the proceeds on winding up of the Parent Entity in proportion to the number of shares held and the amounts paid up on shares.
At shareholders meetings when a poll is called each ordinary share is entitled to one vote or proportion thereof in respect of partly paid shares, otherwise each shareholder has one vote on a show of hands.
Notes to the Financial StatementsF
or p
erso
nal u
se o
nly
For the year ended 30 June 2007
�4 RUSINA MINING NL - ANNUAL REPORT 2007
Option premium reserveThe option premium reserve comprises the consideration received in cash or services rendered for the issue of options in the Company. This also includes the take up of share based payments now required pursuant to AIFRS.
Translation reserveThe translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity.
25. Financial instrumentsEffective interest rates and repricing analysisIn respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they reprice.
2007 Consolidated NoteEffective interest
rateTotal 6 months or
less6-12
months1-2
years 2-5 yearsMore than 5 years
Cash and cash equivalents* 13 5.6% 2,400,273 2,400,273 - - - -
2,400,273 2,400,273 - - - -
2006 Consolidated NoteEffective interest
rateTotal 6 months or
less6-12
months1-2
years 2-5 yearsMore than 5 years
Cash and cash equivalents 13 5.6% 2,533,982 2,533,982 - - - -
Convertible notes 21 8.0% 2,400,000 - - - 2,400,000 -
4,933,982 2,533,982 - - 2,400,000 -
Credit RiskAt balance date the maximum exposure to credit risk to recognised financial assets, excluding the value of any collateral or other security, is the carrying amount net of any provisions for doubtful debts of these assets as disclosed in the statement of financial position and noted to the financial statements.
Net fair valuesFor the financial assets and liabilities disclosed in this notes, the net fair value approximates their carrying value. No financial assets or liabilities are readily traded on organised markets.
For all financial assets and liabilities, the aggregate net fair values and carrying amount are disclosed in the Balance Sheet and in the notes to and forming part of the financial statements.
Foreign currency riskThe consolidated entity is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than the AUD. The currencies giving rise to this risk are primarily Philippine Pesos and U.S. Dollars.
Notes to the Financial Statements
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2�. Capital and other commitmentsExploration expenditure commitmentsIn order to maintain current rights of tenure to exploration tenements, the consolidated entity is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various governments. These obligations are subject to periodic renegotiation. These obligations are not provided for in the financial report and are payable:
Consolidated The Company2007 2006 2007 2006
Within one year 103,920 400,000 - -
One year or later and no later than five years 1,402,918 400,000 - -
Later than five years 597,539 - - -
2,104,377 800,000 - -
Operating leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year 49,306 25,000 28,654 25,000
Between one and five years 13,669 35,000 12,119 35,000
More than five years - - - -
62,975 60,000 40,773 60,000
The operating lease rental represents lease of the office premises and 3 car bays in Perth for a period of 3 years expiring 30 November 2008 with an option to extend for a further 3 years and the lease of office premises in Manila for a period of 1 year expiring 14 January 2008, and office premises and a lay down yard in Santa Cruz, Philippines for a period of 2 years to 31 December 2008 with a further 2 year option.
Lease payments in Perth are increased annually by approximately 4%. Lease payments in the Philippines are fixed. During the financial year ended 30 June 2007 $50,754 was recognised in the income statement in respect of operating leases (2006: $27,682).
27. ContingenciesThe directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
Consolidated The Company2007 2006 2007 2006
Contingent liabilities considered remote - - - -
Contingent liabilities outstanding on Kinloch acquisition - 2,250,000 - 2,250,000
On 15 March 2006 the Company announced that following a technical audit of the Philippine business the Operating Agreement between CRAU Mining Corporation and Kinloch Resources Limited (80% owned by Rusina, 20% by New Frontier Limited) which previously gave rights to explore on the Acoje MPSA in the Philippines, is void on legal advice. The contingent liability of $2,250,000 in relation to the original acquisition was cancelled by the execution of a Deed of Termination and Release between CRAU and Kinloch dated 26 July 2006.
Additionally, the Company is entitled to seek recovery orders for recovery of the consideration paid to Kinloch Resources Limited and New Frontier Limited in the form of share options and cash and has reserved all its rights in respect of such claims.
Notes to the Financial StatementsF
or p
erso
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For the year ended 30 June 2007
�� RUSINA MINING NL - ANNUAL REPORT 2007
On 26th June 2007, the Company entered into a six month option agreement to acquire all the issued capital of Zambales Chromite Mining Corporation which owns a tenement 3 km north of Acoje. The option agreement requires payment of US$150,000 (A$127,290) on signing the agreement plus a further US$150,000 92 days later. If the option is exercised, the consideration will comprise US$750,000 (A$883,809) in cash plus US$1,000,000 (A$1,178,412) by Standby Letter of Credit with a 6 month term. At the date of this report the option had not been exercised.
2�. Consolidated entities
Country ofIncorporation
Ownership interest
Note 2007 2006Parent entity
Rusina Mining NL Australia
Subsidiaries
Barrier Mines Pty Ltd Australia 100% 100%
Copper Mines and Metals (Namibia) Australia 100% 100%
Crater Mining (Pty) Ltd Namibia 100% 100%
Haib Copper (Pty) Ltd Mauritius 100% 100%
Copper Mines of Southern Africa (Pty) Ltd Namibia 100% 100%
Kinloch Resources Limited British Virgin Islands 80% 80%
Fil-Asian Strategic Resources & Properties Corporation Philippines 100% 100%
Fil-Asia Strategic Investments and Holdings Corporation Philippines 40% -
On 15 May 2006 Fil-Asian Strategic Resources & Properties Corporation (“FASRPC”) was incorporated as a 100% owned Philippine entity for the management of the Philippine company structure. Fil-Asia Strategic Investments and Holdings Corporation (“FASIH”) was incorporated during the year as a wholly owned subsidiary of FASRPC. Although the Company only holds 40% of FASIH, control is deemed to be exercised due to the terms of a promissory note between the Company and the major shareholder and an option agreement.
The Company has commenced the voluntary winding up of Copper Mines of Southern Africa (Pty) Ltd., Crater Mining (Pty) Ltd and Haib Copper (Pty) Ltd.In addition the Company, as one of the shareholders of Kinloch, voted in favour of commencing the voluntary wind up of Kinloch Resources Limited on 13 July 2006. This process was substantially completed as at the date of this report.
Notes to the Financial Statements
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2�. Reconciliation of cash flows from operating activities
Consolidated The CompanyNote 2007 2006 2007 2006
Cash flows from operating activities
Loss for the period (4,002,549) (9,571,272) (6,337,140) (9,568,211)
Adjustments for:
Profit on sale of property, plant and equipment (26,402) - (26,402) -
Depreciation 95,542 40,404 40,051 1,536
Assets written-off 10,968 - - -
Equity-settled share-based payment expenses 611,264 25,800 611,264 25,800
Write off of capitalised exploration expenditure - 7,987,187 - 7,915,885
Impairment of investments in controlled entities - - 272,480 -
Impairment of loans to controlled entities - - 3,498,107 169,198
Operating profit before changes in working capital and provisions (3,311,177) (1,517,881) (1,941,640) (1,455,792)
(Increase)/decrease in receivables (365,761) 51,908 (24,713) 95,207
(Increase)/decrease in exploration and evaluation expenditure (1,960,153) (3,065,057) (288,334) (3,162,983)
(Decrease)/increase in trade and other payables (513,356) (690,875) (711,377) (445,119)
(Decrease)/Increase in provisions and employee benefits (10,561) 108,998 (38,563) 105,415
Net cash from operating activities (6,161,008) (5,112,907) (3,004,627) (4,863,272)
30. Key management personnel disclosuresThe following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise indicated were key management personnel for the entire period:
Non-executive directors GTH Getley (Chairperson – appointed as director 27 February 1990)DJ Hands (appointed 23 January) PN Fillis (appointed 1 September 2006)RS Johnston (removed 23 August 2006)PTJ Hampshire (resigned 11 July 2006)
Executive directorsRGM Gregory (CEO & Managing Director – appointed 29 September 2005)JS Tambyrajah (CFO & Finance Director – resigned 31 August 2006)
Other key management personnelTMS Hanlon (CFO & Company Secretary – appointed 26 September 2006)
The key management personnel compensation included in ‘personnel expenses’ (see Note 8) are as follows:
Notes to the Financial StatementsF
or p
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For the year ended 30 June 2007
�� RUSINA MINING NL - ANNUAL REPORT 2007
Consolidated The CompanyIn AUD 2007 2006 2007 2006Short-term employee benefits 719,938 378,524 474,888 257,285
Post employment benefits 36,196 52,813 36,196 52,813
Share based payments 470,556 - 470,556 -
1,226,690 431,337 1,004,248 310,098
Individual directors and executives compensation disclosuresInformation regarding individual directors and executives compensation and some equity instruments disclosures as permitted by Corporations Regulations 2M.3.03 and 2M.6.04 is provided in the Remuneration Report section of the Directors’ report on pages 26t o 31.
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the consolidated entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end.
Other key management personnel transactions Farnley Nominees Pty Ltd, trading as Fillis Geological Services (“FGS”), a company controlled by Philip Fillis, a Director of the Company, provided geological consulting services to the consolidated entity during the year on normal commercial terms. Total services provided were $18,618 (2006 Nil). There is no balance outstanding to FGS at the year end.
Options and rights over equity instruments The movement during the reporting period in the number of options over ordinary shares in Rusina Mining NL held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
Held at 1 July2006
Granted as ompensation
ExercisedOther
changes*Balance on resignation
Held at30 June
2007
Vested during the
year
Vested and exercisable at 30 June
2007**
GTH Getley 800,000 - (514,666) - N/A 285,334 - 285,334
RG Gregory - 3,000,000 - 85,000 N/A 3,085,000 3,000,000 3,085,000
PN Fillis - - - - N/A - - -
DJ Hands - - - - N/A - - -
TMS Hanlon - 2,000,000 - 50,000 N/A 2,050,000 2,000,000 2,050,000
J Tambyrajah - 2,000,000 - (2,000,000) N/A N/A - N/A
GR Hemming 2,250,000 - - - 2,250,000 N/A - N/A
RS Johnston 800,000 - - - 800,000 N/A - N/A
RJ Barras 1,750,000 - - - 1,750,000 N/A - N/A
*Other changes represent options that expired or were forfeited during the year or on market acquisitions
Notes to the Financial Statements
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Held at 1 July2005
Granted as ompensation
ExercisedOther
changes*
Held at30 June
2006
Vested during
the year
Vested and exercisable at 30 June
2006**
Directors
GTH Getley 800,000 - - - 800,000 - 800,000
GR Hemming 2,500,000 - - - 2,250,000 - 2,250,000
RS Johnston 800,000 - - - 800,000 - 800,000
RJ Barras 2,250,000 - - (500,000) 1,750,000 - 1,750,000
All options expire on the earlier of their expiry date or one month after termination of the individual’s employment.
Movements in shares The movement during the reporting period in the number of ordinary shares in Rusina Mining NL held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:
Held at1 July 2006
PurchasesReceived on exercise of
optionsSales
Balance on resignation
Held at30 June 2007
Directors
GTH Getley 310,132 32,538 514,666 - N/A 857,336
PN Fillis - 20,000 - - N/A 20,000
RS Johnston 5,333 - - - 5,333 N/A
No shares were granted to key management personnel during the reporting period as compensation.
Held at1 July 2005
PurchasesReceived on exercise of
optionsSales
Balance on resignation
Held at30 June 2006
Directors
GTH Getley 310,132 - - - - 310,132
GR Hemming 265,664 - - - 265,664 N/A
RS Johnston 5,333 - - - - 5,333
Notes to the Financial StatementsF
or p
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For the year ended 30 June 2007
70 RUSINA MINING NL - ANNUAL REPORT 2007
3�. Non key management personnel disclosures
Identity of related partiesThe consolidated entity has a related party relationship with its subsidiaries (see Note 28) and with its key management personnel (see Note 30).
Parent SubsidiariesInterest-free loans made by the Company to its subsidiary Fil-Asian Strategic Resources and Properties Corporation and Crater Mining (Pty) Limited are repayable on demand. At 30 June 2007, the amount owed to the Company was $10,831,804 (2006: $347,279). This was fully provided for at the year end.
Notes to the Financial Statements
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32. Subsequent eventsSubsequent to the balance sheet date, the following events have occurred.
• On 2 July 2007, 370,800 ordinary shares were issued pursuant to the exercise of listed RMLO options.
• On 4 July 2007, 837,000 unlisted adviser options exercisable at 21.25 cents per share on or before 3 July 2009 were exercised.
• On 4 July 2007, 1,000,000 unlisted options exercisable at 20 cents each and expiring on 7 December 2008 were forfeited upon the resignation of an employee.
• On 17 July 2007, 1520 ordinary shares were issued pursuant to the exercise of listed RMLO options.
• On 19 July 2007, 5,882,352 ordinary shares at 17 pence (approximately 40 cents) each and 5,882,352 unlisted options exercisable at 21 pence (approximately 50 cents) were issued to European Nickel Plc to fund Rusina’s drilling program over the nickel saprolite mineralization at Acoje to establish a JORC compliant resource. The options were issued for nil consideration.
• On 24 July 2007, 2,200,000 unlisted options exercisable at 60 cents each on or before 12 January 2011 were issued to advisers in relation to performing broker and shareholder relation in the United States.
• On 26 July 2007 668,124 ordinary shares were issued pursuant to the exercise of the same number of listed RMLO options.
• On 1 August 2007, 141,425 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 10 August 2007, 214 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 15 August 2007, 3,658,537 ordinary shares at 32.8 US cents (approximately 40 Australian cents) each and 3,658,537 unlisted options exercisable at 41 US cents (approximately 50 Australian cents) were issued to DMCI Holdings Inc, Rusina’s Philippine partner for general working capital purposes. The options were issued for nil consideration.
• On 24 August 2007 the Company received a Form 605 Ceasing to be a Substantial Shareholder Notice from Vladimir Nikolaenko.
• On 30 August 2007, 1,827,058 ordinary shares were issued at 16 cents each to CRAU under the terms of an Option Agreement dated 27 July 2006 to acquire the Acoje Mineral Production Sharing Agreement, and approved by Shareholders at a General Meeting on 17 July 2007. In addition 80 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
• On 31 August 2007 the Company announced that it had mailed to those shareholders holding less than a marketable parcel of shares on 21 August 2007 (1582 shares) a Notice of Intention to Sell Shareholding of Less than a Marketable Parcel.
• On 7 September 2007, 48,866 ordinary shares were issued at 20 cents each pursuant to the exercise of listed RMLO options.
Notes to the Financial StatementsF
or p
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For the year ended 30 June 2007
72 RUSINA MINING NL - ANNUAL REPORT 2007
Directors’ report
Directors’ declaration1. In the opinion of the directors of Rusina Mining NL (“the Company”):
a) the financial statements and notes and the remuneration disclosures that are contained in sections 4.1.1, and 4.1.2 of the remuneration report in the directors’ report, set out on pages 24 to 29, are in accordance with the Corporations Act 2001, including:
i. giving a true and fair view of the financial position of the Company and the consolidated entity as at 30 June 2007 and of their performance, as represented by the results of their operations and their cash flows, for the year ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b) the remuneration disclosures that are contained in sections 4.1.1 and 4.1.2 of the remuneration report in the directors’ report comply with Australian Accounting Standard AASB 124 RelatedPartyDisclosures
c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
2. The directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Managing Director for the financial year ended 30 June 2007.
Dated at Perth, 27th day of September 2007
Signed in accordance with a resolution of the directors:
_____________________Robert GM GregoryChief Executive Officer
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Independent Auditor’s ReportF
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For the year ended 30 June 2007
74 RUSINA MINING NL - ANNUAL REPORT 2007
Independent Auditor’s Report
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ASX Additional information Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.
Shareholdings (as at 2� September 2007)Substantial shareholders The number of shares held by substantial shareholders and their associates are set out below:
Shareholder NumberCity Natural Resources High Yield Trust PLC (Fully paid) 15,000,000
HSBC Custody Nominees (Australia) Ltd 11,259,947
Voting rightsOrdinary shares Refer to Note 24 in the financial statementsOptions Refer to Note 11 in the directors report
Distribution of equity security holders
NUMBER OF EQUITY SECURITY HOLDERS
CategoryOrdinary shares
Options
1 - 1,000 1,090 144
1,001 - 5,000 1,151 104
5,001 - 10,000 413 57
10,001 - 100,000 667 191
100,001 and over 85 46
The number of shareholders holding less than a marketable parcel of ordinary shares is 1,342.
ASX Additional Information
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7� RUSINA MINING NL - ANNUAL REPORT 2007
On-market buy-back There is no current on-market buy-back Twenty largest shareholdersFully Paid Ordinary Shares
NameNumber of ordinary
shares heldPercentage of
capital heldComputershare Clearing Pty Ltd 29,539,497 14.80Citicorp Nominees Pty Limited 17,384,447 8.71HSBC Custody Nominees (Australia) Limited – A/C 2 17,329,274 8.68HSBC Custody Nominees (Australia) Limited 17,084,178 8.56Merrill Lynch (Australia) Nominees Pty Ltd 10,982,800 5.50ANZ Nominees Limited 8,337,102 4.18National Nominees Limited 6,718,078 3.37European Nickel PLC 5,882,352 2.95Mafaking Nominees Pty Ltd 5,333,333 2.67City Natural Resources High Yield Trust PLC 4,860,000 2.44Mutual Holdings Pty Ltd 3,414,333 1.71Zero Nominees Limited 3,300,000 1.65DMCI Holdings INC 3,048,781 1.53Eurobond Trading Limited 2,313,079 1.16EMD Investments Pty Ltd 2,000,000 1.00Natwest Securities Limited 2,000,000 1.00CRAU Mineral Resources Corp. 1,827,058 0.92Fidelity Investments Sdn Bhd 1,710,500 0.86HSBC Custody Nominees (Australia) Limited–GSI ECSA 1,576,992 0.79Mr Jose Leviste Jnr 1,560,000 0.78
146,201,804 73.18
Twenty largest option holders2008 Options (exercisable at 20 cents and expiring on 31/03/08)
NameNumber of ordinary
shares heldPercentage of
capital heldFitel Nominees Ltd 5,000,000 13.37Citicorp Nominees Pty Limited 3,135,293 8.38HSBC Custody Nominees (Australia) Limited 2,152,180 5.76Carthew Corporation Pty Ltd 2,000,000 5.35HSBC Custody Nominees (Australia) Limited – A/C 3 1,441,176 3.85National Nominees Limited 1,359,579 3.64Cost Nominees Limited 1,252,437 3.35Gasmere Pty Limited 1,168,000 3.12Jayvee Investments Pty Ltd 818,905 2.19Mr Raimondo Piero Dicarlantonio 800,000 2.14Mr Peter Zaverdinos 775,000 2.07Mr George Robinson 735,294 1.97HSBC Custody Nominees (Australia) Limited – A/C 2 629,488 1.68
ASX Additional Information
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For the year ended 30 June 2007
RUSINA MINING NL - ANNUAL REPORT 2007 77
Eurobond Trading Limited 578,269 1.55Mr David Dare 500,000 1.34Mr Peter Francis O’Keefe & Mr Brian Lawrence O’Keefe 500,000 1.34ANZ Nominees Limited 421,819 1.13Mr Bradley Moore & Ms Tanya Endicott 411,521 1.10Williams De Broe PLC 402,941 1.08Mr Ted Marchese 316,250 0.85
24,398,152 65.26
Schedule of Tenements:
Project Tenement Details Economic Entity’s Interest %Rusina Mining NL
Philippines- Acoje Project
MPSA No. 191-2004-111 Option Agreement*
MPSA = Mineral Production Sharing Agreement
* At 30 June 2007 the Company was awaiting the finalisation of the corporate structure into which the Acoje MPSA is to be vended under the terms of an Option Agreement, dated 13 July 2006, for the purchase of the Acoje MPSA. As of the date of this report the corporate structure has been finalised and the procedural issues for the vending-in of the MPSA are in process.
Offices and officersCompany SecretaryTimothy Marcus Stephen (Mark) Hanlon
Principal Registered Office Level 183 Havelock StreetWest Perth WA 6005Telephone: +61 8 9226 1111Facsimile: +61 8 9226 1011
Locations of Share RegistriesAustralian Registry:Computershare Investor Services Pty LtdLevel 2Reserve Bank Building45 St George’s TerracePerth WA 6000Australia
UK Registry:Computershare Investor Services PLCPO Box 82The PavilionBridgewater RoadBristol BS99 7NH
Stock Exchange The Company is listed on the Australian Stock Exchange and the London Stock Exchange AIM (Alternate Investment Market). The home exchange is Perth, Western Australia.
Other informationRusina Mining NL, incorporated and domiciled in Australia, is a publicly listed company limited by shares.
ASX Additional Information
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Head OfficeLevel 1, 83 Havelock Street,West Perth WA 6005
Telephone: +61 8 9226 1111Facsimile: +61 8 9226 1011E-mail: [email protected]
www.rusina.com.au
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