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TITANIUM SANDS LIMITED Annual Report 2006

Sep 28, 2006

65956_rns_2006-09-28_672c75da-bee9-487c-9023-c5c8afc80b7f.pdf

Annual Report

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ABN 65 009 131 533

28 September 2006

Companies Announcement Officer Australian Stock Exchange Limited Exchange Plaza Sherwood Court PERTH WA 6000

Dear Sir

Annual Financial Statements for Year Ended 30 June 2006

In accordance with the Listing Rules please find attached the audited Annual Financial Statements of Precious Metals Australia Limited and its controlled entities for the year ended 30 June 2006.

Yours Faithfully PRECIOUS METALS AUSTRALIA LIMITED

MIKE DREW Company Secretary

Level 4, 76 Kings Park Road West Perth Western Australia 6005 PO Box 620 West Perth Western Australia 6872 Telephone: +61 8 9423 1900 Facsimile: +61 8 9423 1999

ABN 65 009 131 533

PRECIOUS METALS AUSTRALIA LIMITED AND ITS CONTROLLED ENTITIES

ANNUAL REPORT For the year ended 30 June 2006

Contents

Page
٠ Directors' report $3 - 17$
۰ Income statements 18
۰ Statements of recognised income and expense 19
۰ Balance sheets 20
٠ Statements of cash flows 21
۰ Notes to the consolidated financial statements $22 - 47$
٠ Directors' declaration 48
۰ Audit report $49 - 50$
۰ Lead auditor's independence declaration 51
۰ ASX additional information 52 - 54

For the year ended 30 June 2006

The directors present their report together with the financial report of Precious Metals Australia Limited ('the Company') and of the consolidated entity, being the Company and its controlled entities, for the financial year ended 30 June 2006 and the auditor's report thereon.

Contents of directors' report Page
1. Directors 4
2. Company secretary 5
3. Officers who were previously partners of the audit firm 5
4. Directors' meetings 5
5. Corporate governance statement 6
5.1 Explanations for departures from Best Practice Recommendations 6
5.2 Term of office of each director 6
5.3 Identification of independent directors 7
5.4 Statement concerning availability of independent professional advice 7
5.5 Remuneration committee 7
5.6 Remuneration report $7 - 12$
5.7 Environmental regulation 12
5.8 Ethical Standards 12
5.9 Communication with shareholders 13
6. Principal activities 13
7. Operating and financial review $13 - 14$
8. Dividends 14
9. Events subsequent to reporting date $14 - 15$
10. Likely developments 15
11. Directors' interests 15
12. Share options $15 - 16$
13. Indemnification and insurance of officers and auditors 16
14. Non-audit services 17
15. Lead auditor's independence declaration 17

Precious Metals Australia Limited and its controlled entities Directors' report (continued) For the year ended 30 June 2006

Directors $\mathbf{1}$ .

The directors of the Company at any time during or since the end of the financial year are: Name Experience, special responsibilities and other directorships

Anthony J Grey
B.A. Hist (Hons),
Juris Doctor
Chairman
Independent Non-
Executive Director
Appointed as an independent non-executive director and Chairman on 1 December 2005. Mr Grey
graduated with a BA in History (Hons) and then a Juris Doctor from the University of Toronto.
Thereafter, he practised law with a major law firm, McCarthy Tétrault in Toronto for seven years. He
emigrated to Australia in 1972 and founded and built Pancontinental Mining Limited into a publicly
listed major diversified mining house with interest in gold, base metals, coal, industrial minerals and
uranium, before exiting in 1992. Mr Grey has also held roles as Chairman of Kingsgate Consolidated,
a producing gold company listed on the ASX, and Polartechnics Ltd, an ASX listed biomedical
company. Mr Grey has written two books and numerous articles about the mining industry.
Earl of Warwick
Non-Executive
Director
Appointed as a director on 14 January 1999. The Earl of Warwick has wide management and property
experience in Australia and overseas. Formerly with Selection Trust, a company established by his
family. After four years as Chairman the Earl handed over the position to Mr Grey on 1 December
2005. The Earl has not held any other public company directorships over the past three years.
Michael J Fry
B.Comm, FSIA
Independent Non-
Executive Director
Appointed as a director on 3 March 2004. Mr Fry has extensive experience in capital markets and
corporate treasury management. Mr Fry holds a bachelor of Commerce degree from the University of
Western Australia, is a Fellow of the Financial Services Institute of Australasia and a past member of
the Australian Stock Exchange. Mr Fry is currently a director of Liberty Gold NL (appointed July 2005),
Livingstone Petroleum Limited (appointed December 2004) and Red Fork Energy Limited (appointed
April 2004). Mr Fry also held positions with Kanowna Lights Limited (resigned December 2003) and
Preston Resources Limited (resigned May 2005).
Ian Macpherson
B.Comm, CA
Independent Non-
Executive Director
Appointed as a director on 3 March 2004 and resigned on 3 February 2006. Mr Macpherson has
specialised in the area of corporate advice with particular emphasis on capital structuring, equity and
debt raising, corporate affairs and Stock Exchange compliance procedures for public companies, both
mining and industrial groups. Mr Macpherson is a director of Navigator Resources Limited since 2003
and Visiomed Group Limited since 1995.
Roderick Smith
B.Comm, CA, FSIA
Managing Director
Executive Director
Appointed as Managing Director on 3 March 2004. Mr Smith graduated from the University of
Western Australia with a Bachelor of Commerce in 1977. He is a Chartered Accountant and a
member of the Securities Institute of Australia. He holds a Diploma in Mining Investment Analysis and
has studied geology. Mr Smith has been involved at board level with several listed public companies,
and has been instrumental in the development of four mines in Western Australia. Mr Smith holds no
other directorships.
Shaun Bunn
MSc (Ext Met), Grad
Dip *Met), MBA
Director of
Operations
Executive Director
Appointed as Director of Operations on 3 February 2006. Mr Bunn has extensive experience in gold
and base metal exploration, mining, processing and project development. Familiar with dealing with
both State and local government bodies, having represented the community as a shire councillor.
Substantial international business exposure, having co-founded a mining company on the London
Alternative Investment Market (AIM), and established a new mining venture in North Africa. Mr Bunn
also brings recent experience in capital raisings, investor relations and marketing. Mr Bunn was a
director of GMA Resources plc from 2003 to 2006, a company listed on AIM. Mr Bunn resigned from
GMA on 1 February 2006.
Michael Kiernan
B.Bus
Non-Executive
Director
Appointed as a director on 7 August 2006. Mr Kiernan has over 30 years experience in the transport,
processing and mining contracting industries. His experience includes manganese, chromite, gold,
iron ore, nickel, barytes and tin projects. Mr Kiernan has held executive positions with Australia's
major transport and mining contractors. Mr Kiernan is currently a director of Monarch Resources
Limited (since 2002), Croesus Mining NL (since 2005), Mineral Resources Limited (since 2006),
Australian Zircon NL (since 2006) and Western Media Holdings Limited (since 2006). Mr Kiernan was
also a director of Consolidated Minerals Limited from 1998 to 2006, retiring as Managing Director in
July 2006.

For the year ended 30 June 2006

$2.$ Company secretary

Mr Michael Drew, B.Bus was appointed to the position of company secretary on 3 February 2006. Mr Drew is an experienced finance executive and commercial manager who was heavily involved in the development and operation of Windimurra in 1996 to 2000. Mr Drew was previously the company secretary of the company from 1996 to 1998. Mr Drew was appointed as Chief Financial Officer of the Company on 29 August 2005.

3. Officers who were previously partners of the audit firm

No officer of the Company has held a position of partner of the current audit firm, KPMG, at a time when KPMG undertook an audit of the Company.

$\ddot{4}$ . Directors' meeting

The number of directors' meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are:

Director Board Meetings Audit Committee Meetings Remuneration Committee
Meetinas
Anthony J Grey
Earl of Warwick
Michael J Fry
Ian Macpherson
Roderick Smith
Shaun Bunn
Michael Kiernan

A - Number of meetings attended

$B$ – Number of meetings held during the time the director held office during the year

For the year ended 30 June 2006

5. Corporate governance statement

The consolidated entity has adopted systems of control and accountability as the basis for the administration of Corporate Governance. Some of these policies and procedures are summarised below.

5.1 Explanations for departures from Best Practice Recommendations

During the Reporting Period the consolidated entity has complied with each of the Ten Essential Corporate Governance Principles and the corresponding Best Practice Recommendations, other than in relation to the matters specified below.

Principle
Ref
BPR
Ref
Notification of Departure Explanation for Departure
$\overline{2}$ 2.1 Mr A Grey and Mr MJ Fry are
considered to be independent.
During the financial year Mr IK
Macpherson was also an
independent director. Mr
Macpherson resigned on 3
February 06.
The current structure of the board is considered appropriate
given the current position and activities of the consolidated
entity. The consolidated entity does not have any current
operating assets or mines. The company will continue to
assess the structure and composure of the board as the
business continues to evolve.
$\overline{2}$ 2.2 During the financial year the Earl
of Warwick acted as Chairman for
the period 1 July 2005 to 1
December 2005. The Earl is not
considered to be an independent
director. The Earl was replaced as
Chairman by Mr A Grey, an
independent director.
The consolidated entity did not participate in any material
commercial activities during the first months of the financial
year, thus, the board considered the appointment of the Earl
as Chairman to be appropriate. With the strengthening of the
board with the addition of Mr A Grey as an independent
director, the board took this opportunity to comply with BRP
2.2 and appointed Mr Grey as the new Chairman, replacing
the Earl of Warwick.
$\overline{2}$ 2.4 There is no nomination
committee.
The duties usually performed by a nomination committee are
carried out by the full Board.
4 4.3
4.4
The audit committee consists of
only two directors. Both of these
directors are independent
directors. BPR 4.3 recommends a
minimum of three directors.
The audit committee has not
finalised a formal charter.
The board has established an audit committee, which
currently consists of Mr A Grey and Mr MJ Fry, the two
independent directors.
The audit committee was established during the 2006
financial year and has met twice since being established. It
has primarily been established to assist the Managing
Director and key executives to verify and safeguard the
integrity of the consolidated entity's financial reporting.
The board has not yet finalised a formal charter under which
the audit committee should operate, and potentially some
responsibilities typically borne by the audit committee have
remained the responsibility of the full board.
The board and audit committee will look to finalise a formal
charter to govern the roles, responsibilities, composition,
structure and membership of the audit committee in the forth
coming year.

$5.2$ Term of office of each director

Directors Name The Earl of Warwick Michael Fry Roderick Smith Anthony Grey Shaun Bunn Michael Kiernan lan Macpherson

Date of Appointment 14 January 1999 3 March 2004 29 March 2004 1 December 2005 3 February 2005 7 August 2006 3 March 2004

Date of Resignation A current director A current director A current director A current director A current director A current director 3 February 2006

For the year ended 30 June 2006

5.3 Identification of independent directors

The independent directors of the Company are Mr Anthony Grey and Mr Michael Fry. During the financial year, Mr lan Macpherson was also a director (resigned on 3 February 2006) and was deemed an independent director during his term.

5.4 Statement concerning availability of Independent Professional Advice

If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his office as a director then, provided the director first obtains approval for incurring such expense form the Chairman, the Company will pay the reasonable expenses associated with obtaining such advice.

5.5 Remuneration committee

The remuneration committee reviews and makes recommendations to the board on remuneration packages and policies applicable to the executive officers and directors themselves of the consolidated entity. Subject to approval from the full board and where applicable the shareholders, the remuneration committee are responsible for share option schemes. It is also responsible for incentive performance packages, superannuation entitlements, fringe benefits policies and professional indemnity and liability insurance policies.

The members of the remuneration committee during the year were:

  • Mr Anthony Grey -- Independent Non-Executive Director (Appointed 1 December 2005) $\bullet$
  • Mr Michael Fry Independent Non-Executive Director
  • Mr Ian Macpherson Independent Non-Executive Director (Resigned as a director on 3 February 2006)

The remuneration committee comprises only independent non-executive directors. The Managing Director and Chief Financial Officer are invited to remuneration committee meetings, as required, to discuss senior executives' performance and remuneration packages but do not attend meetings involving matters pertaining to them.

The remuneration committee currently meets as required. The committee met one time during the financial year and committee members' attendance record is disclosed in the table of directors' meetings on page 5.

5.6 Remuneration report

$5.6.1$ Principles of compensation - audited

Remuneration is referred to as compensation throughout this report.

Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and the consolidated entity, including directors of the Company and other executives. Key management personnel includes the five most highly remunerated S300A directors and executives for the Company and the consolidated entity.

Compensation levels for key management personnel and secretaries of the Company, and relevant key management personnel of the consolidated entity are competitively set to attract and retain appropriately qualified and experienced directors and executives. Where required the remuneration committee obtains independent advice on the appropriateness of compensation packages of both the Company and consolidated group given trends in comparative companies both locally and internationally and the objectives of the Company's compensation strategy.

The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account:

  • the capability and experience of the key management personnel;
  • the key management personnel's ability to control the relevant segment/s' performance;
  • the consolidated entity's performance; and ٠
  • the amount of incentives within each key management person's compensation. $\bullet$

Compensation packages include a mix of fixed and variable compensation and short-term and long-term performancebased incentives. In addition to their salaries, the consolidated entity also provides non-cash benefits to its key management personnel, and contributes to a post-employment defined benefit superannuation plan on their behalf.

There are no termination or retirement benefits for non-executive directors.

Precious Metals Australia Limited and its controlled entities

Directors' report (continued)

For the year ended 30 June 2006 5.6 Remuneration report (continued)

$5.6.1$ Principles of compensation - audited (continued)

Fixed compensation

Fixed compensation consists of base compensation (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.

Compensation levels are reviewed at least annually by the remuneration committee through a process that considers individual, segment and overall performance of the consolidated entity. Where necessary, external consultants provide analysis and advice to ensure the directors' and senior executives' compensation is competitive in the market place. A senior executive's compensation is also reviewed on promotion.

Performance-linked compensation

Performance linked compensation includes both short-term and long-term incentives and is designed to reward key management personnel for meeting or exceeding their financial and personal objectives. The short-term incentive (STI) is an 'at risk' bonus provided in the form of cash, while the long-term incentive (LTI) is provided as options over ordinary shares of the Company under the rules of the Executive and Employee Share Option Plan (see note 16 to financial statements).

The Executive and Employee Share Option Plan is administered at the discretion of the Board upon recommendations of the remuneration committee. Under the Plan the Board can not issue more than 5% of the total number of issued Shares at the time of each offer. No conditions for future performance or future events are placed on the options once issued, and all options can be exercised until expiry.

Other short-term incentive bonuses or cash bonuses are determined by the Remuneration Committee and approved by the Board. Bonuses are based on the individual's performance, which is based on agreed individual performance hurdles and/or performance indicators, as well as the performance or outcomes achieved by the consolidated entity. During the 2005 financial year, the Managing Director, Mr Roderick Smith was paid a cash bonus of \$100,000 for the successful completion of negotiations with Xstrata regarding the settlement of the Windimurra project. No short-term bonuses were paid during the 2006 financial year.

Other benefits

Key management personnel can receive additional benefits as non-cash benefits, as part of the terms and conditions of their appointment. Non-cash benefits typically include payment of school fees, club memberships, costs of spouses accompanying them on business trips, car parking and motor vehicles, and the Company pays fringe benefits tax on these benefits.

The company has not established a policy for lending of funds to key management personnel. No loans were made during the current or prior financial periods and no loans are currently outstanding.

Non-executive directors

Mr Michael Fry and Mr Ian Macpherson, as non-executive directors, receive a fixed director's fee of \$15,000 each per annum. Mr Macpherson resigned on 3 February 2006 and was paid only for the period he was a director. He received no retirement or termination benefits.

The Earl of Warwick's employment conditions are formalised in contracts of employment to which he is entitled to \$100,000 per year in fees. The Earl is employed under a fixed three year contract which expires on 30 April 2008. The contract can be terminated with three months notice from either party, however, if the Company terminates the contract prior to the three years expiring it is liable for the fees that would have been paid on the unexpired term of the contract.

Mr Anthony Grey, the Chairman and a non-executive director is entitled to receive \$75,000 per annum of Director Fee's, with an increase to \$100,000 a year upon successful approval and financing for the re-development of the Windimurra site.

Mr Michael Kiernan, a non-executive director was appointed on 7 August 2006 and is entitled to receive \$30,000 per annum of Director Fee's, with an increase to \$50,000 a year upon successful approval and financing for the re-development of the Windimurra site.

For the year ended 30 June 2006

5.6 Remuneration report (continued)

5.6.2 Directors' and executive officers' remuneration (Company and Consolidated) - audited

Details of the nature and amount of each major element of remuneration of each director of the Company and each of the five named Company executives, relevant group executives who receive the highest remuneration and other key management personnel are:

Short-term Post-
employment
Other
tong term
Share-based
payments
3300A(1)(e)(i)
Proportion of
3300A(1)(e)/v
Value of options
Directors Salary &
fees
S.
STI cash
bonus
\$(A)
Non-
monetary
benefits
s.
Total Short-
term.
Super-
annuation
benefits
Ŝ
\$ Termination
benefits
Options and
rights (B)
S
Total
S.
remuneration
performance
related
%.
as proportion of
remuneration
%
Non-executive directors
Mr Anthony Grey (Chairperson) ting.
(appointed 1 December 2005) 2006 43,750 43,750 43,750
The Earl of Warwick, Non-Executive Director 2006 99.996 99,996 -9,000 108,996
2005 54,996 54,996 4,950 59,946
Mr Michael Fry 2006 15,000 $\sim$ 15,000 1,350 $-16,356$
2005 15,000 15,000 1,352 19,500 35,852 54%
Mr Ian Macpherson (resigned 3 February $\alpha \rightarrow \alpha \alpha$
2006) 2006 8,750 8,750 8,750
2005 15,000 15,000 19,500 34,500 57%
Executive Directors
Mr Roderick Smith, Managing Director 2006 316,665 $-1,349$ 318,014 28,500 346,514
2005 155,836 100,000 255,836 14,027 269,863 37%
Mr Shaun Bunn, Director of Operations $\mathcal{L} \rightarrow \mathcal{L} \rightarrow \mathcal{L}$
(appointed 3 February 2006) 2006 66,667 . 127 66,794 -6.000 72,794
Executives a tawa
Mr Michael Drew, Chief Financial Officer 61%
(appointed 29 August 2005)
Mr Michael Tamlin, General Manager
2006
The State
127,105 152 127,257 10,450 219,760 357,467
Marketing (appointed 5 June 2006) Alban P
2006
15,128 15.128 1,362 16,491
Former Executives
Mr Brett Foster, Manager Operations e timber
$\mathcal{O}{\mathcal{F}{\mathcal{M}}}$
(appointed 15 August 2005, resigned 8 June 5, 6, Salamento
2006) 2006 97,882 966 98,848 8,809 208,969 316,626 66%
Total compensation: key management 2006 790,943 2,594 793,538 65,471 428,729 1.287,738
personnel (company and consolidated) 2005 240,832 100,000 340,832 20,329 39,000 400,161

Precious Metals Australia Limited and its controlled entities

Directors' report (continued)

For the year ended 30 June 2006

5.6 Remuneration report (continued)

Notes in relation to the table of directors' and executive officers remuneration - audited

  • The short-term incentive bonus paid to Mr Roderick during the 2005 financial year, related to the successful completion $A$ of action against Xstrata in relation to the Windimurra site.
  • The fair value of the options is calculated at the date of grant using the Black-Scholes option-pricing model and Β. allocated to the reporting period in which they were granted. The options issued under the Executive and Employee share option plan are exercisable at any time from grant date until expiration of the options. In valuing the options, market conditions have been taken into account.

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
Probability of
early exercise
of options
Dividend
vield
3 Nov 2005 3 Nov 2010 0.47 \$1.30 \$1.33 50.0% 5.25% 50%
28 Nov 2005 28 Nov 2010 0.57 \$1.30 \$1.47 50.0% 5.25% 50%
13 Mar 2006 10 Feb 2011 1.04 \$1.40 \$2.30 $28.0\%$ 3 5.50% 65%
13 Mar 2006 28 Feb 2011 1.04 \$1.40 \$2.30 $28.0\%$ 1 5.50% 65%
15 Jun 2006 10 May 2011 0.58 \$1.75 \$1.85 $38.0\%$ 1 5.75% 50%
15 Jun 2006 28 May 2011 0.58 \$1.75 \$1.85 $38.0\%$ 1 5.75% 50%

1 Expected volatilities are based on the share price performance of the Company from 9 August 2005, being the date the agreement with Xstrata was finalised. Management believe this period of time is the most appropriate given the change in the activities of the business, which are now focussed on the re-development of the Windimurra mine.

5.6.3 Equity instruments

All options refer to options over ordinary shares of Precious Metals Australia Limited, which are exercisable on a one-forone basis under the Executive and Employee Share Option Plan.

$5.6.3.1$ 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
Number of options
vested during the
Fair value per
option at grant
Exercise price
per option
Expiry date
2006 financial year Grant date financial year date (\$) (3)
Directors
No options were granted or vested to directors during the financial period.
Executives
Mr Michael Drew 100,000 28 Nov 2005 100.000 0.57 \$1.30 28 Nov 2010
100,000 13 Mar 2006 100.000 1.04 \$1.40 28 Feb 2011
100,000 15 Jun 2006 100,000 0.58 \$1.75 28 May 2011
Mr Brett Foster 100,000 3 Nov 2005 100,000 0.47 \$1.30 30 Nov 2006
100,000 13 Mar 2006 100,000 1.04 \$1.40 30 Nov 2006
100,000 15 Jun 2006 100,000 0.58 \$1.75 30 Nov 2006
2005
Directors
Mr Michael Fry 500,000 29 Nov 2004 500,000 0.04 \$0.15 29 Nov 2007
Mr Ian Macpherson 500,000 29 Nov 2004 500.000 0.04 \$0.15 29 Nov 2007
Executives

No options were granted or vested to directors during the financial period.

Options were granted to Mr Anthony Grey and Mr Shaun Bunn on 27 September 2006. These options were available to be granted to these directors during the financial year, however, approval had not yet been obtained from shareholders. This approval was obtained at a General Meeting of Shareholders on 27 September 2006.

Precious Metals Australia Limited and its controlled entities

Directors' report (continued)

For the year ended 30 June 2006

5.6 Remuneration report (continued)

5.6.3 Equity instruments (continued)

5.6.3.1 Options and rights over equity instruments granted as compensation - audited (continued)

All options expire on the earlier of their expiry date or termination of the individual's employment, unless otherwise agreed by the Board. The options are exercisable at any time from the grant date to the expiry date upon receipt by the board of a written notice to exercise. The options were provided at no cost to the recipients.

5.6.3.2 Modification of terms of equity-settled share-based payment transactions - audited

Mr Brett Foster ceased his employment with the Company on 8 June 2006. AS a result of leaving the service of the Company, the terms of his employment contract state that the first two tranches of options issued to him in November 2005 and February 2006, would expire on 7 June 2006 (one month after leaving service of Company) and the third tranche issued in May 2006, would expire on 7 September 2006 (three months after leaving service of Company). On 27 June 2006, the Board formerly agreed that the three tranches of options issued to Mr Foster will expire on 30 November 2006 unless exercised prior.

On 27 June 2006, being the date of the alteration to the terms and conditions the closing share price of the Company was \$1.65 per ordinary share. The fair value of the three tranches of options valued immediately before the alteration has been calculated as \$76,580. Immediately after the alteration the fair value of these options has been calculated as \$73,680. providing a total difference between the total of the fair value of the option affected by the alteration immediately before the alteration and immediately after the alteration of \$2,889.

No other terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period or the prior period.

$5.6.3.3$ Exercise of options granted as compensation - audited

During the reporting period, the following shares were issued on the exercise of options previously granted as compensation:

Number of shares Amount paid \$/share
Directors
Mr Ian Macpherson 500.000 \$0.15 per share
Executives
No options were exercised by executives of the Company.

There are no amounts unpaid on the shares issued as a result of the exercise of the options in 2005 or 2006. There were no options exercised by either executives or directors of the Company during the 2005 financial year.

5.6.3.4 Analysis of options and rights over equity instruments granted as compensation - unaudited Details of vesting profile of the options granted as remuneration to each director of the Company and each of the five named Company executives and relevant group executives is detailed below.

Options granted Financial years in Value yet to vest \$
Directors Number Date % vested
in year
Forfeited
in year (A)
which grant
vests
Min Max
Mr Ian Macpherson 500,000 1 Dec 2004 -% $-96$ 2005 $\overline{\phantom{a}}$
Mr Michael Fry 500,000 1 Dec 2004 -% $-9/6$ 2005
Executives
Mr Michael Drew 100.000 28 Nov 2005 100% $-96$ 2006 AA.
100.000 13 Mar 2006 100% $-96$ 2006 44
100.000 15 Jun 2006 100% $-96$ 2006 $\overline{\phantom{a}}$
Mr Brett Foster 100,000 3 Nov 2005 100% $-96$ 2006 44
100,000 13 Mar 2006 100% $-$ % 2006 $\bullet$
100,000 15 Jun 2006 100% $-$ % 2006

The % forfeited in the year represents the reduction from the maximum number of options available to vest due to $(A)$ the highest level performance criteria not being achieved.

For the year ended 30 June 2006

5.6 Remuneration report (continued)

5.6.3 Equity instruments (continued)

5.6.3.5 Analysis of movements in options - unaudited

The movement during the reporting period, by value, of options over ordinary shares in the Company held by each Company director and each of the five named Company executives and relevant group executives is detailed below.

Value of Options
Granted in year
\$(A)
Exercised in year
\$(B)
Forfeited in year Total option value in
vear
Mr Ian Macpherson 610.000 610,000
Mr Michael Fry 44
Mr Michael Drew 219,761 $\bullet$ 219,761
Mr Brett Foster 208,968 208,969
428,729 610,000 1.038.729
  • $(A)$ The value of options granted in the year is the fair value of the options calculated at grant date using the Black-Scholes option-pricing model. The total value of the options granted is included in the table above. The options are exercisable from the date they are granted, thus the value of the options is recorded as remuneration in the year they are granted (i.e. during the 2006 financial year).
  • $(B)$ The value of options exercised during the year is calculated as the market price of shares of the Company on the Australian Stock Exchange as at close of trading on the date the options were exercised after deducting the price paid to exercise the option.

5.7 Environmental regulation

The consolidated entity's operations are subject to significant environmental regulation under both Commonwealth and State legislation in relation to its exploration and mining activities.

The consolidated entity is committed to achieving a high standard of environmental performance. It has employed an Environmental Superintendent to focus on this area to ensure appropriate monitoring of environmental exposures and compliance with environmental regulations.

Based on the results of enquiries made, the board is not aware of any significant breaches during the period covered by this report.

5.8 Ethical standards

All 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 reviews the Ethical Standards manual regularly and processes are in place to promote and communicate these policies.

Conflict of interest

Directors 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.

For the year ended 30 June 2006

5.9 Communication with shareholders

The 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.

In summary, the Continuous Disclosure Policy operates as follows:

  • the managing director, director of operations and the chief financial officer (also 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.
  • The full annual financial report is distributed to all shareholders and made available on the company's website.
  • the half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year reviewed financial report is lodged with the Australian Securities and Investments Commission and the ASX, and sent to any shareholder who requests it. The half-year report is also posted on the company's website.
  • 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 guestions 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.

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.

6. Principal activities

The principal commercial activity of the consolidated entity during the year was the exploration and commercial development of the Windimurra Vanadium mine site.

There were no other significant changes in the nature of the activities of the consolidated entity during the year.

7. Operating and financial review

Overview of the consolidated entity

The net loss after the provision for income tax for the consolidated entity for the financial year ended 30 June 2006 amounted to \$962,092 (2005: Profit of \$6,819,033).

Review of operations

During the first half of the financial year the Company completed all the conditions precedent to the Asset Purchase Agreement made with Xstrata in April 2005. Completion was reached on 9 August 2005 and as a result Xstrata paid the Company a further amount of \$14.3 million. The Company has taken over all environmental obligations Xstrata had or may have had in respect to the Windimurra Site. In addition the Company paid \$4 million to Xstrata to acquire all the Windimurra project tenements, information, intellectual property, patents and plant and equipment remaining on the site.

The Windimurra mine is located 600km north-east of Perth in Western Australia, and 80km from the town of Mt Magnet. The Midwest Natural Gas Pipeline, for which Windimurra was the foundation customer, supplies natural gas to the region, with a spur pipeline direct into the mine. Natural gas is required at Windimurra for power generation and to fuel the rotary kiln.

The previous owner of the mine removed much of the plant and equipment from Windimurra, however some key items such as the rotary kiln remain on site as are all of the plant services, bore fields, and roads. In addition the consolidated entity has purchased a number of key items of plant and equipment that were originally installed at the mine, these include magnetic separators, belt filters, jaw crusher and critical spares. These assets, constructed six years ago cost approximately \$60 million at the time. A current estimate places their replacement cost at \$90 million.

In July 2006, Hatch Associates (Hatch) delivered a Bankable Feasibility Study (Feasibility Study) on the reopening of the Windimurra Vanadium mine. The Feasibility Study concluded that the project is robust and can be economically developed.

Precious Metals Australia Limited and its controlled entities

Directors' report (continued)

For the year ended 30 June 2006

Operating and financial review (continued) 7.

Review of operations (continued)

The Feasibility Study focused on areas of the vanadium process which required modification based on the lessons learnt from operating the previous mine from 2000 to 2003. This has identified several key areas of process efficiencies which will positively impact the return of the project. The Feasibility Study, confirmatory pilot scale test work and related studies by consultants involved more than 20,000 hours and was completed at a cost of approximately \$5 million.

The Company has carried out more than 11,280m of RC drilling and 11,166m of diamond drilling over the past 15 years in exploring the deposit. This work confirmed the largest proven reserve of vanadium reported anywhere in the world. A recent exploration program comprising 20 holes for 1,134 metres was carried out early in 2006, this program extended the drilled extent of the ore body by a further 1,500m. Further, more extensive drilling is planned for late 2006.

The consolidated entity has determined that it will undertake its own mining operation and the feasibility study was prepared on this basis. The unchallenging mining operation and the company's experience at Windimurra makes this a low risk approach that will deliver both operational and cost benefits when compared to contractor mining. To this extent, acquisition of some second hand equipment has begun to ensure that current demand on mining equipment does not unduly affect the project.

The Project has environmental approval under existing Ministerial Conditions. The authorities have advised that it is reviewing the renewal internally, without the need for the very lengthy formal environmental review required for new projects. The Company has submitted an application under section IV of the EPA Act for approval of non-substantial changes (to the environmental impact) and the accompanying Environmental Management Plan (EMP). The EMP has undergone a complete review in order to incorporate up-to-date environmental standards, legislation and practice. A number of significant environmental improvements to the Windimurra process have also been identified.

The Company's targets for re-development of the mine are the securing of regulatory approvals and finance by the end of 2006, with some refurbishment work also starting in late 2006. With an anticipated twelve month construction period, Windimurra will complete construction at the end of 2007.

8. Dividends

No dividends have been paid or declared by the Company to members during the 2006 or 2005 financial years.

9. Events subsequent to reporting date

On July 31, 2006 the consolidated entity announced the conclusion of a comprehensive Vanadium Sales and Marketing Agreement and an Equity Investment Agreement with Noble Resources Limited (Noble) and its parent, Noble Group Limited.

Noble has agreed to purchase the total vanadium output of the Windimurra mine at prevailing market prices. Noble has also agreed to pay a minimum price for vanadium equal to the cash cost of producing vanadium at Windimurra based on the forecast production schedule for the first seven years of production.

In consideration for Noble entering into the Vanadium Sales and Marketing agreement, the consolidated entity agreed (subject to shareholders approval) to pay a once off fee A\$10 million by the issue of 3,728,549 fully paid ordinary shares in the Company equal to 4.99% of the shares outstanding.

Under the Equity Investment Agreement, Noble has agreed to provide the Company an unlisted, unsecured convertible note with a face value of A\$8,202,207. This note will have a 3 year term, can be repaid early by the Company, can be converted into 3,728,548 fully paid ordinary shares in the Company, and incurs interest at LIBOR plus 2% and is subject to other standard terms.

The Company's ability to call for payment of the face value of the note is subject to completion of due diligence by Noble, and approval of the Company's shareholders by 27 September 2006. This Approval was obtained by the Company's shareholders at a General Meeting of Shareholders held on 27 September 2006. Noble has advised the Company that they have completed their due diligence, thus providing the Company with the ability to make a call for the payment of the face value of the note when required.

Precious Metals Australia Limited and its controlled entities Directors' report (continued) For the year ended 30 June 2006

Q. Events subsequent to reporting date (continued)

Additionally, Noble was granted a 60 day option to subscribe for 9.999% of the issued share capital of Windimurra Vanadium Pty Ltd for A\$13.5 million, subject to Noble and PMA entering into a shareholders agreement. Noble advised the Company on 27 September 2006 that it has exercised the option and agreed the terms of the shareholders agreement.

Other than the matter discussed above, there has not arisen in the interval between the end of the financial vear 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.

10. Likely developments

The consolidated entity intends to finalise regulatory approvals and project finance late in the 2006 calendar year. It is currently proposed that construction will commence around December 2006 and be completed at the end of 2007.

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.

11. Directors' interests

The 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 Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:

Precious Metals Australia Limited
Ordinary shares Options over ordinary shares
Mr Roderick Smith 11.841.709
The Earl of Warwick 6,305,331
Mr Michael Fry 2.200.000 500.000
Mr Michael Kiernan 250.000 250,000
Mr Anthony Grey 325,000
Mr Shaun Bunn $\mathbf{a}$ 250.000

$12.$ Share options

Options 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 the Company to the following directors and to the following of the five most highly remunerated officers of the Company as part of their remuneration:

Directors Number of options granted Exercise price Expiry date
Mr Anthony Grey 325,000 \$1.50 26 Sep 2011
Mr Shaun Bunn 125,000 \$1.50 26 Sep 2011
125,000 \$1.70 26 Sep 2011
Mr Michael Kiernan 250,000 \$2.20 26 Sep 2011
Officers
Mr Michael Drew 100.000 \$1.30 28 Nov 2010
100,000 \$1.40 28 Feb 2011
100,000 \$1.75 28 May 2011
100,000 \$2.00 28 Aug 2011
Mr Brett Foster 100,000 \$1.30 30 Nov 2006
100,000 \$1.40 30 Nov 2006
100,000 \$1.75 30 Nov 2006
Mr Michael Tamlin 125,000 \$2.60 4 Sep 2009

Precious Metals Australia Limited and its controlled entities

Directors' report (continued)

For the year ended 30 June 2006 12. Share options (continued)

Options granted to directors and officers of the Company (continued)

The options granted to Mr Grey, Mr Bunn and Mr Kiernan were granted on 27 September 2006. These options were available to be issued during the financial year, however, they had not been approved by shareholders. A General Meeting of shareholders was held on 27 September 2006 and approval to issue the options was received. 100,000 options were granted to Mr Michael Drew on 28 August 2006 and 125,000 options were granted to Mr Michael Tamlin on 4 September 2006, under the Executive and Employee Share Option Plan.

Unissued shares under options

At the date of this report unissued ordinary shares of the Company under option are:

Expiry date Exercise price Number of shares
30 Nov 2006 \$1.30 100,000
30 Nov 2006 \$1.40 100,000
30 Nov 2006 \$1.40 100,000
29 Nov 2007 \$0.15 500,000
14 Sep 2009 \$2.60 100.000
28 Aug 2010 \$1.30 100,000
28 Feb 2011 \$1.40 100,000
28 May 2011 \$1.40 100.000
28 Aug 2011 \$2.00 100,000
4 Sep 2011 \$2.60 125.000
26 Sep 2011 \$1.50 450,000
26 Sep 2011 \$1.70 125,000
26 Sep 2011 \$2.20 250,000
2.250.000

All options expire on the earlier of their expiry date or termination of the employee's employment, unless agreed and authorised by the board. 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 options

During 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
3.586 \$2.00 Listed options
500.000 \$0.15 Unlisted directors options

13. Indemnification and insurance of officers and auditors

Indemnification

The Company has agreed to indemnify the following current directors of the Company, Mr Anthony Grey, Mr Roderick Smith, The Earl of Warwick, Mr Michael Fry, Mr Shaun Bunn and Mr Michael Kiernan and the following former director, Mr Ian Macpherson, 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 Company has also agreed 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.

For the year ended 30 June 2006

  1. Non-audit services

During the year KPMG, the Company's auditor, has performed certain other services in addition to their statutory duties.

The board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001. The non-audit services provided do not undermine the general principles relating to auditor independence as set out in Professional Statement F1Professional independence, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out below.

Consolidated
2006
ъ
2005
s
Audit services:
Auditors of the Company
audit and review of financial reports (KPMG Australia) 58,809 25,000
58,809 25,000
Services other than statutory audit:
Other services
Corporate Finance fees (KPMG Australia) 107,100
107,100
  1. Lead auditor's independence declaration

The Lead auditor's independence declaration is set out on page 51 and forms part of the directors' report for financial year ended 30 June 2006.

This report is made with a resolution of the directors:

Ham Bu

Mr Shaun Bunn Director

Dated at Perth this 28th day of September 2006.

Precious Metals Australia Limited and its controlled entities Income statements For the year ended 30 June 2006 Consolidated

Consolidated The Company
Note 2006 2005 2006 2005
S
Revenue 500.000 500,000
Other income 3 6,719 10,011,048 406,719 10,011,048
Administrative expenses (976, 995) (304, 218) (817, 155) (304, 316)
Care and maintenance costs (336, 054)
Marketing costs (212, 178)
Other expenses 4 (1,322,714) (3,475,957) (1,091,367) (3,475,957)
(Loss)/profit before financing costs (2,841,222) 6,730,873 (1,501,803) 6,730,775
Financial income 1,926,617 89,655 1,775,855 89,655
Financial expenses (47, 487) (1, 495) (18, 399) (1, 495)
Net financing income 1,879,130 88,160 1,757,456 88,160
(Loss)/profit before tax (962, 092) 6,819,033 255,653 6,818,935
Income tax expense 7
(Loss)/profit attributable to members of
the parent entity
(962, 092) 6,819,033 255,653 6,818,935
Earnings per share for profit attributable
to the ordinary equity holders of the
Company:
Basic earnings per share 8 \$(0.01) \$0.19
Diluted earnings per share 8 \$(0.01) \$0.18

The income statements are to be read in conjunction with the notes of the financial statements set out on pages 22 to 47.

Precious Metals Australia Limited and its controlled entities Statements of recognised income and expense For the year ended 30 June 2006 Concolidated

Consolidated
The Company
2005
2006
2006
Note
5
Income recognised directly in equity
(Loss)/profit for the period
6,819,033
(962.092)
255.653
Total recognised income and expense for the
6.819.033
255.653
period
(962.092)
Accumulated Losses at beginning of the
19
. ,
2005
\$
6,818,935
6.818.935
Loss for the period
(962, 092)
6,819,033
255,653
period (44, 329, 393) (51, 148, 426) (44, 329, 191) (51, 148, 126)
6,818,935
19
(45,291,485)
Accumulated Losses at the end of the period
(44.329.393)
(44.073.538)
(44.329.191)

The statements of recognised income and expense are to be read in conjunction with the notes to the financial statements set out on pages 22 to 47.

Precious Metals Australia Limited and its controlled entities Balance sheets As at 30 June 2006

Consolidated The Company
Note 2006 2005 2006 2005
s
Assets
Cash and cash equivalents 9 40.419,552 11,014,983 36,872,815 11,014,983
Trade and other receivables 10 295,828 133,853 491,877 133,853
Inventories 11 13.501
Investments 12 3,500 9,500 3,500 9,500
Total current assets 40,732,381 11,158,336 37,368,192 11,158,336
Investments 12 202 202
Property, plant and equipment 13 1,958,521 18,132 130.732 18,132
Intangible assets 14 6,502,757
Total non-current assets 8,461,278 18,132 130,934 18,334
Total assets 49,193,659 11,176,468 37,499,126 11,176,670
Liabilities
Trade and other payables 15 1,022,205 1,084,688 217,117 1,084,688
Employee benefits 16 71,480 19,230 71,480 19,230
Total current liabilities 1,093,685 1,103,918 288,597 1,103,918
Provisions 17 12,107,392
Total non-current liabilities 12,107,392
Total liabilities 13,201,077 1,103,918 288,597 1,103,918
Net assets 35,992,582 10,072,550 37,210,529 10,072,752
Equity
Issued capital 19 76,889,566 50,436,171 76,889,566 50,436,171
Reserves 19 4,394,501 3,965,772 4,394,501 3,965,772
Accumulated losses 19 (45, 291, 485) (44,329,393) (44, 073, 538) (44,329,191)
Total equity 19 35,992,582 10,072,550 37,210,529 10,072,752

The balance sheets are to be read in conjunction with the notes to the financial statements set out on pages 22 to 47.

Precious Metals Australia Limited and its controlled entities Statements of cash flows

For the year ended 30 June 2006

The Company
Note 2006 2005 2006 2005
500,000 500,000
(2,943,920) (1,847,676) (1,754,377) (1,847,674)
1,685,659 89,655 1,535,008 89,655
25 (1, 258, 261) (1,258,021) (219.369) (1,258,019)
10,356,193 11.000.000 10,356,193 11,000,000
(1, 230, 160) (20, 393) (131,062) (20, 393)
(4,922,598)
(11, 336, 817)
729,492
6.000 6,000
(10, 100) (10, 100)
4,209,435 10,969,507 (376, 194) 10,969,507
27,321,373 966.833 27,321,373 966,833
(867, 978) (91, 854) (867, 978) (91, 854)
19 26,453,395 874,979 26,453,395 874,979
29,404,569 10,586,465 10,586,467
11,014,983 428,518 11,014,983 428,516
9 40,419,552 11.014.983 36,872,815 11,014,983
Consolidated 25,857,832

The statements of cash flows are to be read in conjunction with the notes to the financial statements set out on pages 22 to 47.

$1.$ Significant accounting policies

(a) Statement of compliance (k) Impairment
(b) Basis of preparation $($ l $)$ Share capital
$\left( 0 \right)$ Basis of consolidation (m) Employee benefits
(d) Foreign currency (n) Share-based payment transactions
(e) Property, plant and equipment (0) Provisions
(f) Intangible assets (p) Trade and other payables
$\left( 9 \right)$ Investments (q) Expenses
(h) Trade and other receivables (r) Income Tax
(i) Inventories (s) Segment reporting
$\langle j \rangle$ Cash and cash equivalents $(t)$ Goods and services tax
  • $\overline{2}$ . Segment reporting
  • $3.$ Other income
  • Other expenses $\overline{4}$ .
    1. Director and employee benefits
    1. Auditors' remuneration
  • $\overline{7}$ . Income tax
  • Earnings per share 8.
    1. Cash and cash equivalents
  • Trade and other receivables $10.$
  • Inventories $11.$
  • $12.$ Investments
  • Property, plant and equipment $13.$
  • Intangible assets $14.$
  • $15.$ Trade and other payables
  • Employee benefits 16.
  • $17.$ Provisions
  • $18.$ Acquisition of Windimurra Assets
  • Capital and reserves 19.
  • Financial instruments 20.

  • Operating leases $21.$

  • $22.$ Capital and other commitments
    1. Contingencies
  • Consolidated entities 24.
  • Reconciliation of cash flows from 25. operating activities
  • Related Parties 26.
  • Subsequent events 27.
  • Explanation of transition to 28. AIFRSs

$\mathbf{1}$ . Significant accounting policies

Precious Metals Australia Limited (the 'Company') is a company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2006 comprises the Company and its subsidiaries (together referred to as the 'consolidated entity').

The financial report was authorised for issue by the directors on 28 September 2006.

(a) 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. International Financial Reporting Standards ('IFRSs') form the basis of Australian Accounting Standards ('AASBs') adopted by the AASB, and for the purpose of this report are called Australian equivalents to IFRS ('AIFRS') to distinguish from previous Australian GAAP. The financial reports of the consolidated entity and the Company also comply with IFRSs and interpretations adopted by the International Accounting Standards Board.

This is the consolidated entity's first financial report prepared in accordance with Australian Accounting Standards, being AIFRS and IFRS, and AASB 1 First-Time Adoption of Australian Equivalents to International Financial Reporting Standards has been applied. An explanation of how the transition to AIFRS has affected the reported financial position, financial performance and cash flows of the consolidated entity and the Company is provided in note 28.

$(b)$ Basis of preparation

The financial report is presented in Australian dollars. The financial report is prepared on the historical cost basis.

Issued standards not early adopted

The following standards and amendments have been issued and are available for early adoption at reporting date. However, they have not been early adopted as they are not applicable to the Company and have no impact on its results:

  • AASB 7 Financial instruments: Disclosure (December 2004) replacing the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007.
  • AASB 119 Employee Benefits (December 2004). AASB 119 details the requirements for the recognition, measurement and disclosure of employee benefits. AASB 119 is applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2004-3 Amendments to Australian Accounting Standards (December 2004) amending AASB 1 First $\bullet$ time Adoption of Australian Equivalents to International Financial Reporting Standards (July 2004), AASB 101 Presentation of Financial Statements and AASB 124 Related Party Disclosures. The amendments of AASB 2004-3 are applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2005-1 Amendments to Australian Accounting Standards (May 2005) amending AASB 139 Financial Instruments: Recognition and Measurement. The amendments of AASB 2005-1 are applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2005-4 Amendments to Australian Accounting Standards (June 2005) amending AASB 139 Financial Instruments: Recognition and Measurement, AASB 132 Financial Instruments: Disclosure and Presentation, AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards (July 2004), AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. The amendments of AASB 2005-4 are applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2005-5 Amendments to Australian Accounting Standards (June 2005) amending AASB 1 First time ŵ. Adoption of Australian Equivalents to International Financial Reporting Standards (July 2004), and AASB 139 Financial Instruments: Recognition and Measurement. The amendments of AASB 2005-5 are applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2005-6 Amendments to Australian Accounting Standards (June 2005) amending AASB 3 Business Combinations. The amendments of AASB 2005-6 are applicable for reporting periods beginning on or after 1 January 2006.
  • AASB 2005-9 Amendments to Australian Accounting Standards (September 2005) amending AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts, AASB 132 Financial Instruments: Disclosure and Presentation, and AASB 139 Financial Instruments: Recognition and Measurement.

  • $\mathbf{1}$ . Significant accounting policies (continued)

  • (b) Basis of preparation (continued)

Issued standards not early adopted (continued)

  • AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosures and Presentation, AASB 101 Presentation of Financial Statements, AASB 114 Segment Reporting, AASB 117 Leases, AASB 133 Earnings per Share, AASB 139 Financial Instruments: Recognition and Measurement, AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts, arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007.
  • AASB 2006-1 Amendments to Australian Accounting Standards (January 2006) amending AASB 121 The Effects of Changes in Foreign Exchange Rates (July 2004). The amendments of AASB 2005-4 are applicable for reporting periods ending on or after 31 December 2006.
  • UIG 4 Determining whether an Arrangement contains a Lease. UIG 4 is applicable to reporting periods on or after 1 January 2006.
  • Ó UIG 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds. UIG 5 is applicable to reporting periods on or after 1 January 2006.
  • UIG 6 Liabilities Arising from Participating in a Specific Market. UIG 6 is applicable to reporting periods on or ŵ after 1 December 2005.
  • UIG 7 Applying the Restatement Approach under AASB 129 Financial Reporting in Hyperinflationary Economies. UIG 7 is applicable to reporting periods on or after 1 March 2006.
  • UIG 8 Scope of AASB 2. UIG 8 is applicable to reporting periods on or after 1 May 2006.

The following standards and amendments were available for early adoption, but have not been applied by the Company in these financial statements:

  • AASB7 $\bullet$
  • AASB 2005-9
  • AASB 2005-10

The Company plans to adopt AASB 7 and AABS 2005-10 in the 2007 financial year. The initial application of AASB 7 and AASB 2005-10 is not expected to have an impact on the financial results of the Company as the standard and amendment are concerned only with disclosures.

The initial application of AASB 2005-9 could have an impact on the financial results of the Company as the amendment could result in liabilities being recognised for financial guarantee contracts that are provided by the Company, if any. The quantification of the impact is not known or reasonably estimable in the current financial year as an exercise to quantify the financial impact has not been undertaken by the Company.

The preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity.

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 accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report and in preparing an opening AIFRS balance sheet at 1 July 2004 for the purposes of the transition to Australian Accounting Standards - AIFRS.

The accounting policies have been applied consistently by all entities in the consolidated entity.

(c) Basis of consolidation

(i) Subsidiaries

Subsidiaries 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 consolidation

Intragroup 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.

(d) Foreign currency

Foreign currency transactions

Transactions 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.

(e) Property, plant and equipment

(i) Owned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (see accounting policy k)

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) Leased assets

Leases in terms of which the consolidated entity assumes substantially all the risks and rewards of ownership are classified as finance leases.

(iii) Subsequent costs

The 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.

(iv) Depreciation

Depreciation 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. A selection of site assets are not currently available for use and are not depreciated. Once these assets have been re-commissioned they will be depreciated on a units of production basis over the life of the economically recoverable resources.

Significant accounting policies (continued) 1.

(e) Property, plant and equipment (continued)

$(iv)$ Depreciation (continued)

The estimated useful lives in the current and comparative periods are as follows:

  • Site plant & equipment 4-5 years ø. Site buildings 4 years
  • Office equipment 2-5 years
  • Motor vehicles

The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

4 years

Intangible assets $(f)$

Exploration and evaluation assets

Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the consolidated entity has obtained the legal rights to explore an area are recognised in the income statement.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

  • the expenditures are expected to be recouped through successful development and exploitation of the area of $(i)$ interest; or
  • $(i)$ activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or other wise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy (k)). For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets.

$(g)$ Investments

Current accounting policy

Investments in other listed entities are stated at fair value, with any resultant gain or loss recognised in the income statement.

Comparative period policy

Investments in other listed entities are carried at the lower of cost and recoverable amount, being a Directors' valuation based on market values at the time of the valuation.

$(h)$ Trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses (see accounting policy (k)).

$(i)$ Inventories

The cost of other inventories is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

(j) Cash and cash equivalents

Cash and cash equivalents comprise cash balances, short term bills and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the consolidated entity's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

$1.$ Significant accounting policies (continued)

$(k)$ Impairment

The carrying amounts of the consolidated entity's assets, other than inventories (see accounting policy i) and deferred tax assets (see accounting policy r), 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 (see note k(i)).

For assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date.

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.

When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.

(i) Calculation of recoverable amount

The recoverable amount of the consolidated entity's investments in held-to-maturity securities and 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 sheet 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.

Reversals of impairment $(i)$

Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount.

An impairment loss in respect of goodwill is not reversed.

An impairment loss in respect of a held-to-maturity security or 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.

$\mathbf{1}$ . Significant accounting policies (continued)

(k) Impairment (continued)

(ii) Reversals of impairment (continued)

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.

(I) Share capital

(i) Ordinary share capital

Ordinary share are classified as equity.

(ii) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.

(iii) Transaction costs

Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.

(m) Employee benefits

Defined contribution superannuation funds $(i)$

Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the income statement as incurred.

(ii) Wages, salaries, annual leave, sick leave and non-monetary benefits

Liabilities 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.

(n) 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 the Black-Scholes pricing model, taking into account the terms and conditions upon which the options were granted.

(o) Provisions

A 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.

(i) Site restoration

In accordance with applicable legal requirements, a provision for site restoration in respect of mining projects is recognised where the mining or exploration activity undertaken, requires rehabilitation in the future, usually upon final and permanent closure of the relevant mine.

Significant accounting policies (continued) $\mathbf{1}$ .

(o) Provisions (continued)

(i) Site restoration (continued)

The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the reporting period.

The amount of the provision for future restoration costs is capitalised and is depreciated in accordance with the policy set out in note 1(e). The unwinding of the effect of discounting on the provision is recognised as a finance cost.

(p) Trade and other payables

Trade and other payables are stated at their amortised cost. Trade payables are non-interest bearing and are normally settled on 30-day terms.

(q) Expenses

(i) Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.

(ii) Net financing costs

Net financing costs comprise interest payable on borrowings calculated using the effective interest method, interest receivable on funds invested and dividend income.

Interest income is recognised in the income statement as it accrues, using the effective interest method.

$(r)$ Income tax

Income 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.

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.

(s) Segment reporting

A 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.

$\mathbf{1}$ . Significant accounting policies (continued)

Goods and services tax $(t)$

Revenue, 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 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.

2. Segment reporting

The Company and the consolidated entity operate in one industry being mining and mineral exploration and in the one geographical segment, Australia.

3. Other income

4.

Note Consolidated The Company
2006. 2005 2006 - 2005
\$
Management fees charged to
controlled entities
Xstrata settlement proceeds 10,000,000 10,000,000
Sundry revenue 6,719 11.048 6,719 11,048
6.719 10,011,048 406,719 10,011,048
Other expenses
Impairment of Windimurra Royalty (i) 2,000,000 2,000,000
Depreciation and amortisation expense 13 36,306 5,947 14.758 5,947
Directors fees and related costs 224,387 361,891 224.387 361,891
Executive and Employee option costs 428.729 428.729
Stamp Duty 105,011 105,011
Tenement management costs 72,099 7.230 7,230
Consultants costs 361,816 199,042 224.116 199,042
Legal costs 199,377 750,436 199,377 750,436
Write down of external investments 46,400 46,400
1,322,714 3,475,957 1,091,367 3,475,957

$^{(i)}$ The Windimurra royalty asset has been fully expensed as at 30 June 2005 as a result of the legal settlement with Xstrata which served to terminate the Royalty agreement with effect from 21 April 2005.

5. Director and employee benefits

Wages, salaries and director fees $-459,025$ 346,755 323,145 346,755
Other associated personnel expenses 42,065 4,731 23,840 4,731
Contributions to defined contribution The spoke power
superannuation funds 44.033 20.869 $-33.133$ 20,869
Increase in liability for annual leave $-14.813$ 19.230 $-8.708$ 19.230
Equity-settled transactions 16(a)
428,729
$\overline{\phantom{a}}$ 428.729
988.665 391.585 817.555 391,585
Auditors' Remuneration
Audit services
Auditors of the Company
KPMG Australia: reach and
.
the company of the state of
Perception of the e
Audit and review of financial reports 58.809 25,000 The property of
58.809
25,000
58.809 25,000 58.809 25.000
Other services Construction of the South States
The property of
ta a contra e
State
Corporate Finance fees (KPMG Australia) 107.100 w 107.100
107.100 $\tilde{\phantom{a}}$ 107.100
7. Income tax
Recognised in the income statement
Current tax expense/(benefit)
Current tax expense/(benefit) (269, 459) 6,800,798 $-351.235$ 6,800,769
Adjustments for prior years
(269, 459) 6,800,798 351.235 6,800,769
Deferred tax expense/(benefit)
Origination and reversal of temporary
differences (600.000) 89.516 (600,000)
Tax losses not recognised 269,459
Benefit of tax losses recognised $\tilde{\phantom{a}}$ (6,200,798) (440.751) (6.200.769)
Total income tax expense in income statement

Numerical reconciliation between tax expense and pre-tax net profit

muniched reconciliation detween tax expense and pre-tax het pront
(Loss)/profit before tax (962,092) 6.819.033 255,653 6,818,935
Income tax (benefit)/expense using the domestic
corporation tax rate of 30% (2005: 30%) 288.628) 2,045,710 76.696 2.045.681
Increase in income tax expense due to:
Assessable gain on settlement with Xstrata 4.134.198 4.134.198
Non-deductible expenses 19.169 620.890 18.886 620,890
(269,459) 6,800,798 95,582 6,800,769
Utilisation of prior years tax losses (6.800.798) (95, 582) (6,800,769)
Tax losses not recognised 269,459
Income tax expense on pre-tax net profit

Tax losses

I AX IOSSES
Unused tax losses for which no deferred tax and the Park - 1999년 1월
대한민국의 대학
asset has been recognised 6.013.380 5.115.183 4.795.603 5.114.209
Potential tax benefit at 30% . 1.804.014 1.534.555 1.534.263

7. Income tax (continued)

Deferred tax assets and deferred tax liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net
2006 : 2005 2006 2005 2006 2005
Consolidated entity s.
Property, plant and equipment (1.634) (1,784) (1,634) (1,784)
Other receivables 72.224 72,224
Other assets 23.631 23,631
Intangible assets 1.644.054 1,644,054
Other payables (71, 025) (71, 025)
Provisions (15, 675) (5,889) (15, 675) (5,889)
Rehabilitation provision (3,362,218) (3,362,218)
Total (assets)/liabilities (3, 450, 522) (7,637) 1,739,909 (1,710,643) (7,637)
Set off of tax 1,739,909 (1,739,909)
Unrecognised deferred tax
(assets) (1,710,613) (7,637) (1,710,643) (7,637)
Net tax asset/liabilities
Company
Property, plant and equipment (664). (1,784) (664) (1,784)
Other receivables 72,224 72,224
Other assets 40.156 40,156
Other payables (6, 525) (6, 525)
Provisions (15, 675) (5,889) (15,675) (5,889)
Tax losses recognised (89, 516) (89, 516)
Total (assets)/liabilities (112, 380) (7,673) 112,380 (7,673)
Set off of tax 112,380 112,380
Unrecognised deferred tax
(assets) (7, 673) (7,673)
Net tax assets/liabilities

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Consolidated Company
2005 2006 2005
Deductible temporary differences $-1,710,643$ 7.673 7,673
Tax losses 1,804.013 1.534.555 1.438.681 .534.263
Potential unrecognised tax benefit at 30% 3.514.656 1.542.228 1.438.681 .541.936

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the consolidated entity can utilise the benefits from.

8. Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 30 June 2006 was based on the loss attributable to ordinary shareholders of \$962,092 (2005: profit of \$6,819,033) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2006 of 65,163,739 (2005: 36,715,154).

8. Earnings per share (confinued)

Consolidated
Weighted average number of ordinary shares 2006 2005
Issued ordinary shares at 1 July 45,538,844 32,997,713
Effect of rights issue in February 2005 2,675,979
Effect of share placement in April 2005 1.041.462
Effect of rights issue in November 2005 14,210,959
Effect of listed options conversion in December 2005 $-2,073$
Effect of unlisted options conversion in November 2005 321.918
Effect of Share placement in December 2005 5,091,945
Weighted average number of ordinary share at 30 June 65, 163, 739 36,715,154

Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2006 was based on the loss attributable to ordinary shareholders of \$962,092 (2005: profit of \$6,819,033) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2006 of 66,027,027 (2005: 37,298,716), calculated as follows:

Profit attributable to ordinary shareholders (diluted)

No adjustments were made to the profit attributable to members of the parent entity as disclosed in the Income Statements.

Weighted average number of ordinary shares (diluted) Note $\sim$ 2006 2005
Weighted average number of ordinary shares at 30 June 65, 163, 739 36, 715, 154
Effect of unlisted share options on issue 16(a) 863.288 583.562
Weighted average number of ordinary shares (diluted) antico de la provincia
at 30 June 66.027.027 37,298,716

9. Cash and cash equivalents

Note Consolidated The Company
2006 2005 2006
s
2005
s
Bank balances 2,242,052 11,014,983 2,292,315 11,014,983
Call deposits 38,177,500 34,580,500
Cash and cash equivalents 40,419,552 11,014,983 36,872,815 11,014,983
10. Trade and other receivables
Loans to controlled entities 26 251,132
Other trade receivables and prepayments 295,828 133,853 240,745 133,853
295,828 133,853 491,877 133,853
11. Inventories
Raw materials and consumables 13,501
12. Investments
Current investments
Listed equity securities 3.500 9,500 3.500 9,500
Non-current investments
Investments in controlled entities- at cost 24 202 202

13. Property, Plant and equipment

Consolidated The Company
Site plant & Office Motor Under Site plant & Office Motor Under
Note equipment equipment Vehicles construction Total equipment equipment Vehicles construction Total
Cost
Balance at 1 July 2004 18,170 18,170 18,170 18,170
Other acquisitions 20,393 20,393 20,393 20,393
Balance at 30 June 2005 38,563 38,563 38,563 38,563
Balance at 1 July 2005 38,563 38,563 38,563 38,563
Acquisitions on settlement with
Xstrata 1 18 710,612 18,000 728,612
Other additions 1,042,345 131,062 56,755 21,625 1,251,787 131,062 131,062
Disposals (18, 294) (18, 294) (18, 294) (18, 294)
Balance at 30 June 2006 1,752,957 151,331 74,755 21,625 2,000,668 151,331 $\tilde{\phantom{a}}$ 151,331
Depreciation and impairment losses
Balance at 1 July 2004 14,484 14,484 14,484 14,484
Depreciation charge for the year 5,947 5,947 5,947 5,947
Balance at 30 June 2005 20,431 $\ddot{\phantom{a}}$ 20,431 $\tilde{\phantom{a}}$ 20,431 20,431
Balance at 1 July 2005 20,431 20,431 20,431 20,431
Depreciation charge for the year 8,331 14,758 13,217 36,306 14,758 14,758
Disposals (14, 590) (14,590) (14, 590) (14, 590)
Balance at 30 June 2006 8,331 20,599 13,217 42,147 20,599 20,599
Carrying amounts
At 1 July 2004 3,686 3,686 3,686 3,686
At 30 June 2005 18,132 w w. 18,132 18,132 18,132
At 1 July 2005 18,132 18,132 18,132 18,132
At 30 June 2006 1,744,626 130,732 61,538 21,625 1,958,521 130,732 130,732

1 During the 2006 financial year the consolidated entity completed its acquisition of the Windimurra Vanadium Mine assets and associated liabilities from Xstrata AG. Refer to note 18
for details of this transaction and t

35

14. Intangible assets

Consolidated
Exploration and
evaluation
The Company
Exploration and
evaluation
Cost
Balance at 1 July 2004
Other acquisitions
Balance at 30 June 2005
Carrying value at 30 June 2005
Cost
Balance at 1 July 2005
Acquisition on settlement with Xstrata 3 1,022,587
Other additions 5,480,170
Balance at 30 June 2006 6,502,757
Carrying value at 30 June 2006 6,502,757

1 During the 2006 financial year the consolidated entity completed its acquisition of the Windimurra Mine assets and associated liabilities from Xstrata AG. Refer to note 18 for details of this transaction and the resulting purchase of assets included in the above reconciliation.

Amortisation and impairment charge

Under accounting policy 1(f) exploration and evaluation assets are not amortised, however, are subject to a yearly impairment review. No impairment charges have been raised against the current asset. The carrying amounts for exploration and evaluation assets are assessed for impairment based on the returns expected from the development and commercial exploitation or sale of the respective area of interest.

15. Trade and other payables

Consolidated
a na
. .
The Company
and the
$-2006$ . 2005 $\sim$ 10 $\mu$
2006
2005
The Card The Story
Trade payables and accrued expenses 1,022,205 1,084,688 217.117 1,084,688
16. Employee benefits
Liability for annual leave The composition
Service Control
71,480
19,230 The expertance and all
August 2017
71,480
19,230

(a) Share based payments

At 15 October 2005, the consolidated entity established an Executive and Employee Share Option Plan that entitles eligible executives and employees to purchase shares in the entity. Under the plan the options can be exercised at any time during the period commencing on the issue date and ending on the expiry date. The options lapse if the employee ceases to be an eligible employee, e.g. leaves the service of the consolidated entity, unless otherwise agreed and authorised by the board. The exercise price is to be determined by the board.

During the financial year, three tranches of share options were issued to employees. The total share options issued were 600,000 as detailed below.

16. Employee benefits

(a) Share based payments (continued)

Additionally, a share option arrangement granted prior to 15 October 2005 exists. The recognition and measurement principles in AASB 2 have not been applied to these grants in accordance with the transitional provisions in AASB 1.

The terms and conditions of the grants are as follows, whereby all options are settled by physical delivery of shares:

Exercise Price
Number of
Option Expiry
Grant date / employee entitied instruments Date
Option grant to directors at 30 June 2005 -500.000
\$0.15
29 Nov 2007
Option grant to key management at 3 November 2005 * \$1.30
$-100,000$ .
30 Nov 2006*
Option grant to key management at 28 November 2005 \$1.30
$-100,000$
28 Nov 2010
Option grant to key management at 13 March 2006 $-100,000$
-\$1.40
28 Feb 2011
Option grant to key management at 13 March 2006 * $-100,000$
\$1.40
30 Nov 2006*
Option grant to key management at 15 June 2006 100.000
\$1.75
28 May 2011
Option grant to key management at 15 June 2006 * 100,000
$$1.75$ .
30 Nov 2006* 11
Total share options 1,100,000

* These share options were granted to an employee who subsequently left the service of the Company. Under the terms and conditions of the Executive and Employee Share Option Plan the options expire between one and three months after the employee ceases employment with the Company unless a prior arrangement is made and authorised by the Board. Accordingly, the options issued in November 2005 and March 2006 were due to expire on 7 July 2006 and the options issued in June 2006 on 7 September 2006, however, the Board authorised the extension of the share option expiry date until 30 November 2006 in recognition of the service of the employee.

The number and weighted average exercise prices of share options is as follows:

Weighted
Number
of options
average
exercise
Weighted
average
exercise
Number
of options
price price
-2006
.2006
2005 2005
Outstanding at the beginning of the period 1.000.000
\$0.15
Forfeited during the period $\blacksquare$
Exercised during the period (500, 000)
\$0.15
Granted during the period \$1.48
600.000
\$0.15 1,000,000
Outstanding at the end of the period 1,100,000
\$0.88
\$0.15 1,000,000
Exercisable at the end of the period \$0.88
1,100,000
\$0.15 1,000,000

The options issued pursuant to the Executive and Employee share option plan and outstanding at 30 June 2006 have an exercise price in the range of \$1.30 to \$1.75 and a weighted average remaining contractual life of 1.65 years. The options issued prior to the establishment of the Executive and Employee share option plan and outstanding at 30 June 2006 have an exercise price of \$0.15 and have a remaining contractual life of 1.42 years.

During the financial year, 500,000 share options were exercised (2005: nil). The weighted average share price at the dates of exercise was \$1.32.

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 option-pricing model. The contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes option-pricing model.

16. Employee benefits (continued)

Key mgmt
personnel
Key mgmt
personnel
Fair value of share options and assumptions -2006 2005
Fair value at measurement date \$0.71
Assumptions
Share price \$1.85
Exercise price \$1.48
Expected volatility (expressed as weighted average volatility used in
the modelling under the Black-Scholes option-pricing model)
Option life (expressed as weighted average life used in the modelling
under the Black-Scholes pricing model) 2.52 vrs
Expected dividends - Nil
Risk-free interest rate (based on national government bonds) 5.50%

The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.

Note Consolidated The Company
Share options granted during 2006 financial year
under Executive and Employee Share Option Plan
$\cdots$
$\cdots$
2006
Providence in the Common
Service Co
428,729
2005 $\sim$
- 2006.
$\sim m^{-3}$ , $\sim m_{\rm g}$ .
Print
428,729
2005
s
Provisions
Provision for site restoration
12.107.392 ۰

A provision of \$12,107,392 was recognised during the year as a result of the settlement with Xstrata. In determining the quantum of the provision the directors have had regard to the best estimate of the rehabilitation and remediation costs based on current dollars should the Windimurra mine site be rehabilitated from its current state.

18. Acquisition of Windimurra Assets

17.

During the financial year the company completed its acquisition of the Windimurra mine assets and associated liabilities from Xstrata AG. As part of the settlement agreement the Company nominated its wholly owned subsidiary, Windimurra Vanadium Pty Ltd (WVPL), as the owner of the Windimurra assets. Accordingly WVPL has also accepted and recorded the associated rehabilitation provisions associated with those assets. These transactions were effected through an inter-company loan account between the Company and WVPL.

The agreement with Xstrata required it to pay the Company \$14.3 million partly in consideration of the consolidated entity accepting environmental obligations relating to the Windimurra mine. The Company in turn paid Xstrata \$4 million for all of the Windimurra mine assets and mining information. This payment was offset against the \$14.3 million of proceeds.

Of the \$14.3 million received the consolidated entity recognised \$2,266,801 as being compensation paid to PMAL in respect of settlement of the legal action, and this amount has been set off against capitalised exploration and evaluation and property, plant and equipment assets. The balance of \$12,107,392 was recognised as a provision for restoration of the mine site (refer note 17).

The net financial statement recognition of the settlement was as follows:

Net Cash Proceeds Application of Proceeds
Cash received from Xstrata \$11,391,812 Exploration and evaluation assets \$1,022,587
GST payable on settlement amount \$(1,035,619) Plant and equipment recognised \$728.612
Net Proceeds Received \$10,356,193 Amount recognised as Restoration Provision \$(12,107,392)

19. Capital and reserves

Reconciliation of movement in capital and reserves attributable to equity holders of the parent

Consolidated The Company
Note Share
capital
Employee
option
reserve
Option
premium
reserve
Accumulated
Losses
Total Equity
ж
Share
capital
Employee
option
reserve
Option
premium
reserve
Accumulated
Losses
Total Equity
Balance at 1 July 2004
Total recognised income and expense
49,561,192 3,965,772 (51,148,426)
6,819,033
2,378,538
6,819,033
49,561,192 3,965,772 (51,148,126)
6,818,935
2,378,838
6,818,935
Share issued by rights issues and
share placements
874,979 874,979 874,979 874,979
Balance at 30 June 2005 50.436.171 3,965,772 (44,329,393) 10.072.550 50.436.171 3,965,772 (44,329,191) 10,072,752
Balance at 1 July 2005 50.436.17 3.965.772 (44.329.393) 10.072.550 50.436.171 (44.329.191) 10,072,752
Total recognised income and expense (962.092) (962,092) 255.653 255,653
Employee share options 16(a) 128.729 428,729 428.729 428,729
Listed share options exercised
Share options exercised by directors
$-7,172$ 7,172 7,172 7,172
Shares issued 75,000
26,371,223
75,000
26,371,223
75,000
26,371,223
75,000
26,371,223
Balance at 30 June 2006 76,889,566 428,729 3,965,772 (45,291,485) 35,992,582 76,889,566 428,729 3,965,772 (44,073,538) 37,210,529
  1. Capital and reserves (continued) أأسفك
Share capital The Company
Ordinary Non-redeemable preference
shares
shares
2006 2005 2006 2005
On issue at 1 July 45,536,844 32.997.713 45.536,844 32,997,713
Listed options exercised 3,586 3.586
Unlisted options exercised $-500,000$ $-500.000$
Share Issued for cash 28,680,000 12,539,131 28,680,000 12,539,131
On issue at 30 June - fully paid 74,720,430 45,536,844 74,720,430 45,536,844

The consolidated entity has also issued share options under the Executive and Employee Share Option Plan (see note 16).

Effective 1 July 1998, the Company Law Review Act abolished the concept of par value shares and the concept of authorised capital. Accordingly, the Company does not have authorised capital or par value in respect of its issued shares.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Employee option reserve

The employee option reserve represents the fair value of share options issued to employees under the Executive and Employee Share Option Plan issued on 15 October 2005. The fair value has been calculated as at the grant date of each option issued as no vesting conditions are attached to the options.

Option premium reserve

The option premium reserve represents the net cash received from the issue of 108,016,033 options on 8 August 2000 at 4c per option less the expenses incurred to place the options.

Dividends

No dividends were proposed or paid during the financial year.

20. Financial instruments

Exposure to credit, interest rate and currency risks arises in the normal course of the consolidated entity's business.

Credit risk

The consolidated entity does not currently earn revenue from operating assets, thus there is currently no credit risk on trade receivables.

Investments are allowed only in liquid listed securities. The consolidated entity is not currently exposed to any other credit risk.

Interest rate risk

The consolidated entity did not have any external interest bearing liabilities at balance date.

20. Financial instruments (confinued)

Effective interest rates and repricing analysis

In respect of income-earning financial assets, the following table indicates their effective interest rates at the balance sheet date and the periods in which they reprice.

2005
Effective
interest
rate
Total months
or less
1 to 2
vears
Effective
interest
rate
Total 6
months
or less
Consolidated Note % 5
Cash and cash equivalents* 9 - 5.75 40,419,552 40,419,552 5.05 11,014,983 11,014,983
The Company
Cash and cash equivalents* 9 $5.76$ 36,872,815 36,872,815 5.05 11.014.983 11.014.983
Loan to controlled entity 10 251,152 251,152
37, 123, 967 36,872,815 251,152 11,014,983 11,014,983

These assets bear interest at both a fixed and variable rate

Foreign currency risk

The consolidated entity is not currently exposed to any foreign currency risk.

Fair values

The fair values together with the carrying amounts shown in the balance sheet are as follows:

Consolidated Carrying amount Fair value Carrying amount Fair value
Note 2006 2006 2005 2005
S
Trade and other receivables 10 295,828 295,828 133,853 133,853
Cash and cash equivalents 9 40,419,552 40,419,552 11.014.983 11,014,983
Investments 12 3.500 3.500 9,500
Trade and other payables 15 (1,022,205) (1,022,205) (1,084,688) (1,084,688)
39,696,675 39,696,675 10,073,648 10,073,648
Unrecognised (losses) / gains
The Company
Trade and other receivables 10 240,745 240,745 133,853 133,853
Cash and cash equivalents 9 36,872,815 36,872,815 11,014,983 11,014,983
Investments 12 3.500 3,500 9,500 9,500
Loans to controlled entities 10. 251,132 251,132
Trade and other payables 15 (217,117) (217, 117) (1.084.688) (1,084,688)
37,151,075 37,151,075 10,073,648 10,073,648
Unrecognised (losses) / gains

Estimation of fair values

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the table.

Investments

Fair value is based on quoted market prices at the balance sheet date without any deduction for transaction costs.

Trade and other receivables / payables

For receivables / payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables / payables are discounted to determine the fair value.

21. Operating leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

Consolidated The Company
2006 2005 2006. 2005
THINK
Less than one year 80.587 38,760 80,587 38,760
Between one and five years 307.010
.
$\sim$ 307,010 $\mathbf{w}$
More than five years ٠ ٠ $\sim$
387,597 38.760 387.597 38.760

The consolidated entity leases office space in West Perth, from which it conducts its corporate activities.

22. Capital and other commitments Capital commitments

The consolidated entity has not entered into any contracts for the supply or installation of capital equipment at 30 June 2006 (30 June 2005: nil).

Exploration expenditure commitments

In 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 State governments. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report and are payable:

Within one year $-418,081$ 418,081
$\mathbf{m}_\mathrm{c}$
ser.
One year or later and no later than five years 1,011,569 $-1,011,569$ $\sim$
Later than five vears 1.323.001 1.323.001
$\sim$
$\mathbf{w}$
2.752.651 2.752.651
$\mathbf{u}$

Employee compensation commitments

Key management personnel (consolidated and the Company) Commitments under non-cancellable employment contracts not provided for in the financial statements and payable:

Within one year 350,000 350,000 350,000 350,000 One year or later and no later than five years 291,667 641,667 291,667 641,667 641,667 991,667 641,667 991,667

23. Contingencies

The directors are of the opinion that there are no contingent assets or liabilities that have not been recorded or provided for in the financial statements of either the company or the consolidated entity.

24. Consolidated entities

Country of
Incorporation
Ownership interest
Parent entity
Precious Metals Australia Limited
2006 2005
Subsidiaries Service
a karti
Windimurra Vanadium Pty Ltd 1 Australia and a state of
$-100 -$
100
Midwest Coal Pty Ltd Australia 100 100
Use It Or Lose It (WA) Pty Ltd 2 Australia $-100$
and the second con-
100

1 Formerly PMA (Windimurra) Pty Ltd until 18 August 2006, formerly Inpart Investments Pty Ltd until 19 April 2005. 2 Formerly Victory Street Pty Ltd.

25. Reconciliation of cash flows from operating activities

Consolidated The Company
Note 2006 2005 2006 2005
Cash flows from operating activities
Profit for the period (962,092) 6,819,033 255,653 6,818,935
Adjustments for:
Depreciation 36.306 5,947 14,758 5,947
Impairment of investments 46,400 46,400
Impairment of Windimurra Royalty 2,000,000 2,000,000
Write-off of property, plant and equipment 3,705 3,705
Equity-settled share-based payment expenses 16 428.729 428,729
Xstrata settlement proceeds (classified as
investing activities) 3 $\blacksquare$ (10,000,000) (10,000,000)
Operating profit before changes in working
capital and provisions (493, 352) (1, 128, 620) 702.845 (1, 128, 718)
(Increase)/decrease in trade and other
receivables (161, 975) (10, 708) (106.892) (10,608)
(Increase)/decrease in inventories (13, 501)
(Decrease)/increase in trade and other payables (641, 683) (137, 923) (867, 572) (137, 923)
Increase in provisions and employee benefits 52,250 19,230 52,250 19,230
Net cash from operating activities (1, 258, 261) (1,258,021) (219, 369) (1,258,019)

26. Related Parties

The 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:

Executive directors

Mr Roderick Smith (Managing Director)

Mr Shaun Bunn (Director of Operations) (commenced 3 February 2006)

Non-executive directors

Mr Anthony Grey (Chairman) (commenced 1 December 2005) The Earl of Warwick (commenced 14 January 1989) Mr Michael Fry (commenced 3 March 2004) Mr Ian Macoherson (commenced 3 March 2004, resigned 3 February 2006)

Executives

Mr Michael Drew (Chief Financial Officer) (commenced 29 August 2005) Mr Brett Foster (Manager - Operations) (commenced 15 August 2005) (resigned 8 June 2006) Mr Michael Tamlin (General Manager, Marketing) (commenced 5 June 2006)

The key management personnel compensation included in 'personnel expenses' or capitalised as exploration and development expenditure are as follows:

Consolidated The Company
2005 2006 2005
ъ S
Short-term employee benefits 793,538 340.832 243.323 340.832
Other long term benefits
Post-employment benefits 65.471 20.329 16.792 20.329
Termination benefits
Equity settled share based payments 428.729 39,000 428.729 39,000
1,287,738 400.161 688.844 400.161

Individual directors and executives compensation disclosures

Information regarding individual directors and executives compensation and some equity instruments disclosures as permitted by Corporation Regulations 2M.3.03 and 2M.6.04 is provided in the Remuneration Report section of the Directors' report on pages 7 to 12.

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.

Loans to key management personnel and their related parties (consolidated)

There are no loans to key management personnel or their related parties at 30 June 2006 or 30 June 2005.

Other key management personnel transactions with the Company or its controlled entities

Related parties of key management personnel did not transact with the Company or its controlled entities during the current or prior financial years.

26. Related Parties (continued)

Options and rights over equity instruments

The movement during the reporting period in the number of options over ordinary shares in Precious Metals Australia Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: .
In der Stellen in der den Karl der Stellen in der Stellen der Marken in der Stellen der Marken der Stellen in and the company of the company

Vested Vested and
Heid at Granted as Other Held at during the exercisable
2006 1 July compensation Exercised changes 30 June year at 30 June
Executives
Mr Michael Drew 300,000 300,000 300,000 300,000
Mr Brett Foster 300,000 300.000 300,000 300,000
Directors
Mr Michael Fry 500,000 500.000 500,000
Mr Ian Macpherson 500,000 (500.000)
2005
Directors
Mr Michael Fry 500,000 500,000 500,000 500,000
Mr Ian Macpherson 500.000 500.000 500.000 500.000

* Other changes represent options that expired or were forfeited during the year.

No options held by key management personnel are vested but not exercisable at 30 June 2006 or 2005.

Movements in shares

The movement during the reporting period in the number of ordinary shares in Precious Metals Australia Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

Held at Rights Exercise of Held at
2006 1 July Purchases Issue Options Sales 30 June
Directors
Mr Roderick Smith 14,375,709 45.000 (2,584,000) 11,836,709
The Earl of Warwick 10,948,188 (4,892,857) 6,055,331
Mr Michael Fry 2,200,000 2,200,000
Mr Ian Macpherson 282.812 500.000 (439, 553) 343,259
Executives
Mr Michael Drew 5,000 5,000
2005
Directors
Mr Roderick Smith 11,009,763 1,021,447 2,344,499 14,375,709
The Earl of Warwick 9,123,490 1,824,698 10,948.188
Mr Michael Fry 100,000 1,503,188 596.812 2,200,000
Mr Ian Macpherson 282.812 282.812

No shares were granted to key management personnel during the reporting period as compensation.

Changes in key management personnel in the period after the reporting date and prior to the date when the financial report is authorised for issue

Mr Michael Kiernan was appointed as a non-executive director of the company on 7 August 2006. With the exception of the addition of Mr Kiernan to the Board, there were no changes to key management personnel in the period after the reporting date and prior to the date when the financial report was authorised for issue.

26. Related Parties (confinued)

Identity of related parties

The consolidated entity has a related party relationship with its subsidiaries (see note 24) and with its key management personnel.

Other related party transactions

Subsidiaries - transactions with Windimurra Vanadium Pty Ltd (WVPL)

During the financial year WVPL, a wholly owned subsidiary of the Company, was nominated as the owner of the assets acquired from Xstrata and accordingly, WVPL accepted and recorded the environmental liabilities relating to the Windimurra mine site. The net of these transactions resulting in the Company recording a liability to WVPL for \$10,356,193.

During the financial period the Company lent funds WVPL to fund the purchase of capital equipment, exploration and evaluation activities and for other general expenditure associated with the Windimurra mine site. The funds are non-interest bearing and repayable on demand.

At 30 June 2006 WVPL owed the Company a total of \$251,152 (30 June 2005: nil).

Subsidiaries – transactions with other wholly owned subsidiaries

In previous financial periods, the Company had recorded receivables of \$324,262 owing by other wholly owned subsidiaries. These receivables have previously been fully provided for as being non-recoverable. No further funds have been lent to these subsidiaries.

Transactions with key management person related parties

During the financial year the Company sublet office space within its premises at 30 Richardson Street and 76 Kings Park Road to Mr Michael Fry at normal commercial rates. In addition, Mr Fry paid for his parking space and phone calls. For the year ended 30 June 2006, \$1,826 (2005: \$7,122) was paid to the Company by Mr Fry.

Accounting, taxation and corporate advisory fees of \$63,797 (2005:: \$84,080) were charged by Ord Group Pty Ltd, a company associated with Mr Macpherson for services performed during the year, \$2,175 (2005: \$12,639) of which was accrued as unpaid at the year end. Fees of \$8,750 (2005: \$15,000) were also paid to Ord Group Pty Ltd for the services of Mr Macpherson in his capacity as non-executive director. All services were provided at normal commercial rates.

27. Subsequent events

On July 31, 2006 the consolidated entity announced the conclusion of a comprehensive Vanadium Sales and Marketing Agreement and an Equity Investment Agreement with Noble Resources Limited (Noble) and its parent, Noble Group Limited.

Noble has agreed to purchase the total vanadium output of the Windimurra mine at prevailing market prices. Noble has also agreed to pay a minimum price for vanadium equal to the cash cost of producing vanadium at Windimurra based on the forecast production schedule for the first seven years of production.

In consideration for Noble entering into the Vanadium Sales and Marketing agreement, the consolidated entity agreed (subject to shareholders approval) to pay a once off fee A\$10 million by the issue of 3,728,549 fully paid ordinary shares in the Company equal to 4.99% of the shares outstanding.

Under the Equity Investment Agreement, Noble has agreed to provide to the Company an unlisted, unsecured convertible note with a face value of A\$8,202,207. This note will have a 3 year term, can be repaid early by the Company, can be converted into 3,728,548 fully paid ordinary shares in the Company, and incurs interest at LIBOR plus 2% and is subject to other standard terms.

27. Subsequent events (continued)

The Company's ability to call for payment of the face value of the note is subject to completion of due diligence by Noble, and approval of the Company's shareholders by 27 September 2006. This Approval was obtained by the Company's shareholders at a General Meeting of Shareholders held on 27 September 2006. Noble has advised the Company that they have completed their due diligence, thus providing the Company with the ability to make a call for the payment of the face value of the note when required.

Additionally, Noble was granted a 60 day option to subscribe for 9.999% of the issued share capital of Windimurra Vanadium Pty Ltd for A\$13.5 million, subject to Noble and PMA entering into a shareholders agreement. Noble advised the Company on 27 September 2006 that it has exercised the option and agreed the terms of the shareholders agreement.

28. Explanation of transition to AIFRSs

As stated in significant accounting policies note 1(a), these are the consolidated entity's first consolidated financial statements prepared in accordance with AIFRSs.

The policies set out in the significant accounting policies section of this report have been applied in preparing the financial statements for the financial year ended 30 June 2006, the comparative information presented in these financial statements for the financial year ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet at 1 July 2004 (the consolidated entity's date of transition).

In reviewing its opening balance sheet at 1 July 2004 and its comparative period balance sheet at 30 June 2005, the consolidated entity has determined that there are no adjustments required to the balance sheet as prepared under previous GAAP in order to meet the new accounting requirements under AIFRS. Refer below for further detail on the impact of various AIFRS standards and the decisions adopted by the consolidated entity in relation to those standards:

Changes in Accounting Policies:

AASB 2 "Share based payments" ${a}$

The fair value of options granted must be recognised as an employee benefit expense with a corresponding increase in equity. The Company has used the exemption available in AASB 1 "Fist time adoption of Australian Equivalents to International Financial Reporting Standards", to not apply the recognition and measurement requirements of AASB 2 retrospectively to equity instruments that were granted after 7 November 2002 and that vested before 1 January 2005. There is no impact on the opening AIFRS balance sheet at 1 July 2004 from AASB 2.

AASB 132 "Financial instruments: presentation and disclosure" and AASB 139 "Financial $(b)$ Instruments: recognition and measurement"

In the current financial year the consolidated entity adopted AASB 132 "Financial instruments: presentation and disclosure" and AASB 139 "Financial instruments: recognition and measurement". This change in accounting policy has been adopted in accordance with the transition rules contained in AASB 1 "First time adoption of Australian Equivalents to International Financial Reporting Standards", which does not require the restatement of comparative information for financial instruments within the scope of AASB 132 and AASB 139. There is no impact on the opening AIFRS balance sheet at 1 July 2005 from AASB 132 or AASB 139.

Directors' declaration

  • 1 In the opinion of the directors of Precious Metals Australia Limited ('the Company'):
  • the financial statements, notes and the remuneration disclosures that are contained in sections $(a)$ 5.6.1, 5.6.2, 5.6.3.1, 5.6.3.2 and 5.6.3.3 of the Remuneration report in the Directors' report, set out on pages 18 to 47, 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 2006 and of their performance, as represented by the results of their operations and their cash flows, for the financial 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 5.6.1, 5.6.2, 5.6.3.1, 5.6.3.2 and 5.6.3.3 of the Remuneration report in the Directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures
  • there are reasonable grounds to believe that the Company and consolidated entity will be able to $(c)$ pay its debts as and when they become due and payable.
  • $\overline{2}$ The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from by the chief executive officer and chief financial officer for the financial year ended 30 June 2006.

Dated at Perth this 28 day of September 2006.

Signed in accordance with a resolution of the directors:

Han Bu

Mr Shaun Bunn Director

Independent audit report to members of Precious Metals Australia Limited

Scope

The financial report, remuneration disclosures and directors' responsibility

The financial report comprises the income statements, statements of recognised income and expense, balance sheets, statements of cash flows, accompanying notes 1 to 28 to the financial statements, and the directors' declaration for both Precious Metals Australia Limited (the "Company") and Precious Metals Australia Limited and its Controlled Entities (the "Consolidated Entity") for the year ended 30 June 2006. The Consolidated Entity comprises both the Company and the entities it controlled during that year.

As permitted by the Corporations Regulations 2001, the Company has disclosed information about the remuneration of directors and executives ("remuneration disclosures"), required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading "Remuneration report" in Sections 5.6.1, 5.6.2, 5.6.3.1, 5.6.3.2 and 5.6.3.3 of the directors' report and not in the financial report.

The Remuneration report also contains information in Sections 5.6.3.4 and 5.6.3.5 not required by Australian Accounting Standard AASB 124 which is not subject to our audit.

The directors of the Company are responsible for the preparation and true and fair presentation of the financial report and the Remuneration report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for preparing the relevant reconciling information regarding the adjustments required under the Australian Accounting Standard AASB 1 First-time Adoption of Australian equivalents to International Financial Reporting Standards. The directors are also responsible for the remuneration disclosures contained in the directors' report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the Company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement and the remuneration disclosures comply with AASB 124. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Australian Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's and the Consolidated Entity's financial position, and of their performance as represented by the results of their operations and cash flows and whether the remuneration disclosures comply with Australian Accounting Standard AASB 124.

We formed our audit opinion on the basis of these procedures, which included:

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
  • assessing the appropriateness of the accounting policies and disclosures used and the $\ddot{\bullet}$ reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Audit opinion

In our opinion:

  • the financial report of Precious Metals Australia Limited is in accordance with: $(1)$
  • the Corporations Act 2001, including: $a)$
    • giving a true and fair view of the Company's and Consolidated Entity's $\ddot{1}$ financial position as at 30 June 2006 and of their performance for the financial year ended on that date; and;
    • $ii)$ complying with Australian Accounting Standards and the Corporations Regulations 2001; and
  • other mandatory financial reporting requirements in Australia; and $b)$
  • the remuneration disclosures that are contained in Sections 5.6.1, 5.6.2, 5.6.3.1, 5.6.3.2 $(2)$ and 5.6.3.3 of the Remuneration report in the directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.

KPMG T R Hart

Partner

Perth 28 September 2006

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

To: the directors of Precious Metals Australia Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2006 there have been:

  • no contraventions of the auditor independence requirements as set out in the $(i)$ Corporations Act 2001 in relation to the audit; and
  • no contraventions of any applicable code of professional conduct in relation to the audit. $(ii)$

KPMG T R Hart

Partner

÷

Perth 28 September 2006

ASX Additional information

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.

Shareholdings

Substantial shareholders

The number of shares held by substantial shareholders and their associates are set out below:

Shareholder Number Percentage
Westpac Custodian Nominees 14.082.548 18.8%
Roderick Smith 11.841.709 15.8%
JP Morgan Nominees Australia Limited 10,270,831 13.7%
Citicorp Nominees Pty Ltd 6,703,327 9.0%
Earl of Warwick 6.055.331 8.1%
National Nominees Pty Ltd 4.187,179 5.6%

Voting rights

Ordinary shares

Refer to note 19 in the financial statements

Options

Refer to note 16 in the financial statements Distribution of equity security holders

NUMBER OF EQUITY SECURITY HOLDERS Category Ordinary shares Percentage $1 - 1,000$ 221 0.17% $1,001 - 5,000$ 407 1.55% 5,001 - 10,000 117 1.17% 10,000 - 100,000 108 3.81% 100,000 and over 26 93.30% 879

Unquoted equity securities

Executive and employee share options

Precious Metals Australia Limited has issued 2,250,000 options at the date of this report to executives and employees of the company. The options are no quoted on any exchange.

Stock Exchange

The Company is listed on the Australian Stock Exchange. The Home exchange is Perth.

Other information

Precious Metals Australia Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.

ASX Additional information (continued) On-market buy-back

There is no current on-market buy-back

Twenty largest shareholders

Name Number of ordinary
shares held
Percentage of
capital held
Westpac Custodian Nominees 14,082,548 18.847
JP Morgan Nominees Australia Limited 10,270,831 13.745
Pacific Quest Investments Pty Ltd 9,529,714 12.753
Citicorp Nominees Pty Ltd 6,703,327 8.971
Hillbrow Investments Limited 5,000,000 6.691
National Nominees Limited 4,187,179 5.603
HSBC Custody Nominees (Australia) Limited 3,197,241 4.278
ANZ Nominees Limited 3,191,012 4.270
George Robinson 2,429,286 3.251
Whitemire Holdings Pty Ltd 2,311,594 3.093
INXS Pty Ltd 1,840,000 2.462
Bond Street Custodians Limited 1,570,000 2.101
Tagora Pty Ltd 1,055,331 1.412
Bond Street Custodians Limited 1,025,000 1.371
Queensland Investment Corporation 843,714 1.129
HSBC Custody (Australia) Limited - GSI ECSA 591,509 0.791
Mr Arthur Carbo 400,000 0.535
FATS Pty Ltd 343,259 0.459
Mr Michael Fry 250,000 0.334
Morgeo Nominees Pty Ltd 240,000 0.321
69.031.101 92.387

Offices and officers

Company Secretary Mr Michael Drew, B.Bus

Principal Registered Office

Precious Metals Australia Limited Level 4, 76 Kings Park Road West Perth WA 6005 +61 8 9423 1900 +61 8 9423 1999

Share Registry

Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 PO Box 1156 Nedlands WA 6909 +61 8 9389 8033 +61 8 9389 7871

Schedule of Tenements

List of Mining Tenements held by the Company and it controlled entities as at 28 September 2006

Tenement
Number
Locality Area Interest Status
E58/113 Windimurra Murchison Mineral Field 100% Granted
M58/178 Windimurra Murchison Mineral Field 100% Granted
E58/117 Windimurra Murchison Mineral Field 100% Granted
E58/198 Windimurra Murchison Mineral Field 100% Granted
M58/272 Windimurra Murchison Mineral Field 100% Pending
M58/275 Windimurra Murchison Mineral Field 100% Pending
M58/276 Windimurra Murchison Mineral Field 100% Pending
M58/277 Windimurra Murchison Mineral Field 100% Pending
M58/278 Windimurra Murchison Mineral Field 100% Pending
M58/279 Windimurra Murchison Mineral Field 100% Granted
M58/280 Windimurra Murchison Mineral Field 100% Granted
M58/281 Windimurra Murchison Mineral Field 100% Pending
M58/282 Windimurra Murchison Mineral Field 100% Pending
L58/27 Stag Well Murchison Mineral Field 100% Granted
L58/28 Stag Well Murchison Mineral Field 100% Granted
L58/29 Stag Well Murchison Mineral Field 100% Granted
L58/30 Windimurra Murchison Mineral Field 100% Granted
L58/32 Windimurra Murchison Mineral Field 100% Granted
E53/594 Yeelirrie East East Murchison Mineral Field 100% Pending
E53/1263 Yeelime West East Murchison Mineral Field 100% Pending
E53/1264 Yeelirrie East East Murchison Mineral Field 100% Pending
L58/35 Windimurra Murchison Mineral Field 100% Pending