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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Ballarat Gold | LSE:BGF | London | Ordinary Share | AU000000BGF7 | ORD SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 12.50 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:6189I Ballarat Goldfields N.L. 07 September 2006 Ballarat Goldfields nl Annual Report 2006 To view the full colour formatted report please refer to our website: www.ballarat-goldfields.com.au Annual Report Corporate Directory Directors Alister Maitland - Chairman Richard Laufmann - Managing Director Wojciech Ozga - Director of Operations Mike Etheridge Company Secretary and Financial Controller Amber Rivamonte Registered Office 10 Woolshed Gully Drive Mt Clear Victoria 3350 Australia Telephone: (03) 5327 1111 Facsimile: (03) 5331 7927 www.ballarat-goldfields.com.au Share Registry Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne Victoria 3001 Australia Investor Enquiries Telephone: 1300 850 505 Telephone: (03) 9415 5000 Facsimile: (03) 9473 2500 www.computershare.com Auditor PricewaterhouseCoopers Chartered Accountants GPO Box 1331L Melbourne Victoria 3001 Australia Bankers Australia and New Zealand Banking Group Limited 927 Sturt Street Ballarat Victoria 3350 Australia Lawyers Baker & McKenzie Solicitors Rialto Level 39 525 Collins Street Melbourne Victoria 3000 Australia Nomad RFC Corporate Finance Ltd Level 14 19 - 31 Pitt Street Sydney New South Wales 2000 Australia UK Broker Numis Securities Ltd Cheapside House 138 Cheapside London EC2V 6LH United Kingdom UK Share Registry Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 7NH United Kingdom Stock Exchange Listing Ballarat Goldfields NL is listed on the Australian Stock Exchange and the Alternative Investment Market (AIM) of the London Stock Exchange Stock Exchange Codes ASX and AIM Code for Shares: BGF Table of Contents Page Corporate Directory Inside Cover Chairman's Review 2 Managing Director's Review 4-5 Directors' Report 6-28 Auditors' Independence Declaration 29 Corporate Governance Statement 30-32 Financial Report 33-58 Directors' Declaration 59 Independent Audit Report to the Members 60 Shareholder Information 61 Tenement Information 62-63 A.C.N. 006 245 441 Our Vision To become a major Australian gold producer. Our Mission By progressively expanding our geological knowledge we will lay the foundation for growth, thereby pursuing the phased, sustainable development, of the Ballarat goldfield. Our Profile Ballarat Goldfields NL is an Australian gold exploration and development company, with a strong portfolio primarily focused on the highly prospective Ballarat gold province in Victoria. Ballarat Goldfields NL was formed in 1984 holding the operating licence for the Ballarat East Field. The Company further consolidated the field with the acquisition of Ballarat West and Berringa in 1998 and Ballarat South in 2004. The Company now holds all of the licenses within the prolific Ballarat goldfield and is the first operator, since discovery in the 1850's, to consolidate the field. Ballarat Goldfields NL is applying modern exploration techniques and innovative technology in a focused effort to assess the potential for undiscovered gold mineralisation in this region. A comprehensive geological model, developed by the Company, identified the massive under-explored prospectivity of the region and forms the basis for ongoing exploration and development. The Company's skilled management team has a successful track record in mining and development. This team will lead Ballarat Goldfields NL towards its goal of becoming one of Australia's foremost gold producers. > Chairman's Review I am pleased to report that Ballarat Goldfields NL (BGF) has delivered on the objectives outlined in the 2005 Annual Report. In doing so we achieved a number of important milestones which substantially improves our confidence to deliver the Company vision. We have made a considerable investment in our exploration program, through which we have greatly increased our knowledge and understanding of the mineralisation in the area. This includes a significant increase in our previously reported Resource estimate. We have continued development of the underground mine and completed construction of most major surface infrastructure. As a result, we are now in a prime position to quickly transition our profile from explorer to producer. We believe our primary focus is to evolve and refine our geological model and this remains the key to generating long term value. This year, the significant and crucial information derived from this process, has enabled us to prioritise and better target our exploration and development activities. As a result, we have modified our mine plan in order to focus on the emerging evidence supporting higher grade mineralisation at depth. The new plan aims to increase the Company's target output from the Ballarat East underground mine by 25 per cent. The planned output will now reach 250,000 ounces per annum. Our exploration success confirms the significant potential of the Ballarat project.The new development schedule should provide the basis for a long term substantial gold producing region. In recent months, the Board farewelled Colin Smith who, as Chairman, made an exceptional contribution to the development of the Company. He demonstrated unwavering enthusiasm to explore new opportunities for the Company to meet its objectives. On behalf of the Board and employees, I extend our sincere thanks and appreciation to Colin for his devoted contribution to BGF. We wish him well in retirement. As a result of Colin's departure, coupled with the planned transition from exploration to operation in the next few years, we recognised the need for a change at an executive level. In light of this, Wojciech Ozga, was appointed to the Board as Director of Operations. Wojciech has extensive global mining experience including General Manager Central Norseman Gold Corporation and in senior management roles with other leading Australian and international resource companies. The Board also acknowledges the dedication and commitment of our Managing Director, Richard Laufmann, the management team and all the staff and contractors who are focused on making BGF an outstanding venture. The past year has been one of consolidation and focus. While our fundamental focus remains the same, the objective for this year will be to achieve significant operational milestones that add to shareholder value. We are poised for the transition to become a first class Australian gold producer. On behalf of the Board I would also like to acknowledge the support our Company has received throughout the year from the Ballarat community, our suppliers, contractors and employees. By demonstrating their support, they have expressed their confidence in the potential business value of BGF to Australia and the region. Alister Maitland Chairman > Managing Director's Review There were two key objectives for the 2006 financial year to add shareholder value. These were to systematically and methodically develop our geological understanding of the area and the early construction of a process plant for Ballarat Goldfields NL (BGF). In achieving these objectives, we have enabled the Company to gain specific information on suitable mining methods, the nugget effect and process recoveries. This critical information has led to a refinement of our project development plan and production schedule, delivering a new mine plan aimed at achieving a production rate of 250,000 ounces per annum in 2009. Other achievements during 2006: > The Ballarat East Resource was increased 27 per cent by BGF's exploration drilling program and an improved understanding of the high grade gold mineralisation. > The process plant (stage one) was completed. > Test work commenced for the Ballarat South project. A pilot plant is now treating an accumulated surface stockpile. If successful, this project has the capacity to increase the Company's production profile. Financial BGF recorded a net loss of $39 million for the year. This included expenditure totalling $35 million on exploration of the Ballarat licence areas and mine development of the Ballarat East project. In addition, investment in construction of the processing plant and other site infrastructure was $27 million. At 30 June 2006, BGF is in a solid position with cash on hand of $26 million and no debt or hedging. Operational This year we increased the total Mineral Resource to 1.4 million ounces of gold. Importantly, this includes an Indicated Mineral Resource of approximately 0.24 million ounces at over 13 grams per tonne. Most major surface capital works were also completed, including the construction and commissioning of our process plant, the tailings storage facility and the primary ventilation shaft. Underground, we accessed our first stope, which continues to provide important information on the geology and was processed through the plant. The underground development rate was slower than planned, leading to lower rates of mining. This was impacted by the presence of voids from old workings encountered in the first stoping block. To date, 18,000 tonnes of ore has been treated, producing 600 tonnes of sulphide concentrate which has been stockpiled. We are in the process of finalising the construction decision for an Inline Leach Reactor, to recover gold from the concentrate stockpiles. BGF's exploration projects are situated in four major proven mineralised systems, each with a history of repeated discoveries. We are accelerating exploration and evaluation of these projects in the current favourable metals market. Work is continuing on the Berringa, Ballarat West and Ballarat South project areas. In particular, Ballarat South test work has been accelerated, with the installation of a pilot plant to assess the viability of pre-washing and screening as a means of ore sorting. Health and Safety A 45 per cent reduction in lost time injuries per million hours worked was recorded for the year. However, as we are committed to achieving a Zero Harm workplace, our safety performance fell short of our objective. The lost time injuries per million hours worked was 8.4, compared to 15.3 for the previous corresponding period. This represents three lost time injuries for the year. We are continuing to evolve our safety culture and as our work force continues to grow, we are implementing systems focused on those risk areas we have identified as priorities. Environment and Community BGF recognises the potential impact the mining industry can have on the environment and on communities near its operations. To proactively mitigate any potential impacts, BGF applies the operating principles of the Australian Minerals Industry Framework for Sustainable Development. In line with BGF's vision to become a leading gold producer in Australia, the adoption of these policies represents a positive step forward. The 2007 financial year will see this framework being applied as the Company transitions into production. What is Sustainable Development? The Brundtland Commission's definition of sustainable development is "development that meets the needs of the present without compromising the ability of future generations to meet their own needs" (Our Common Future, Brundtland 1987). In the mining and metals sector, this means that investments in minerals projects should be financially profitable, technically appropriate, environmentally sound and socially responsible. Market Conditions No consensus exists on the outlook for the gold price, however most observers are comfortable with the view that the current price levels can be maintained, particularly in an inflationary environment of sustained higher oil and commodity prices. The upward trend in the gold price is being somewhat offset by inflation driven cost pressures, which are expected to continue. A rise in operating costs will derive substantially from competition for labour and the rising cost of most consumables. Outlook During the 2006 financial year we delivered the vital development and initial mining trials, necessary to validate the technical and economic parameters of our project. Following a strategic review of the development plan, we have now unveiled a new mine plan for Ballarat East. The new plan delivers a 25 per cent increase in annual gold production, achievable through the accelerated development of the deeper higher grade mineralisation of the Ballarat East mine. The next 12 months will see a continuation of the evolution of our Company, building on its capability to deliver production. Our key objectives for the coming year will focus on mine and project developments. Mine development will include the continuation of resource drilling at Ballarat East; a focus on the decline development priorities and advance rates; the construction of a southern shaft; and building our organisational capability. We plan to continue progressing exploration of Ballarat East and Berringa along with the completion of a development plan for Ballarat South. In order to meet our objectives, we are continuing to invest heavily in our people, processes and systems, while strengthening our community involvement. It is anticipated that the projects scheduled for 2007 will provide significant benefits to the Company. In addition to these projects, BGF will actively pursue corporate opportunities to grow the Company. The past year confirms our vision to be a leading Australian gold producer. This is supported by our highly prospective field and increased production opportunities. As an independent, unhedged Australian junior, I look forward to delivering a return to shareholders based on our solid management strategies. Richard Laufmann Managing Director >Directors' Report Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Ballarat Goldfields NL (BGF) and the entities it controlled at the end of, or during, the year ended 30 June 2006. > Review of Operations Financial BGF recorded a net loss of $39 million and held cash and deposits totalling $26 million at 30 June 2006. The funds were invested in mine development of the Ballarat East project, including construction of the process plant and exploration of the Ballarat licence areas. Revenue was restricted to interest bearing bank deposits, as the Company recorded no gold sales during the year. During the year our cash flow financing activities included: > Cash of $12 million was drawn from our loan facility with Investec Bank. > Funds of $33.7 million were received following the exercise of listed options (BGFO). The options had an exercise price of 15 cents. > In November 2005, an institutional placement of 150 million shares at 30 cents raised $45 million before issue costs. > In February 2006, following a General Meeting of shareholders, the balance of debt was repaid to Investec Bank through the issue of 20 million ordinary fully paid shares at 25 cents. Funds were primarily directed to the following: > The continued development of the Ballarat East underground project. > The construction of the process facility, including both surface infrastructure and tailings storage facility. > The exploration and feasibility work for the Ballarat South, Ballarat West and Berringa projects. One of the most important achievements this year was the completion of the process plant, enabling the first material mined from the project to be processed. The development plan was revised in accordance with information obtained during these activities. The key outcome of the plan revision is to increase the production target to reach a rate of 250,000 ounces per annum in 2009. Exploration During the year we increased the total Mineral Resources of gold at Ballarat East by 27 per cent, or 0.3 million ounces to 1.4 million ounces. This estimate included an Indicated Mineral Resource of 0.24 million ounces and a 1.2 million ounce Inferred Mineral Resource. The success of our drill program has significantly improved our understanding of the geology and demonstrates our ability to convert Exploration Potential to Resource. The following highlights our exploration progress: > The increased Resource, includes 240,000 ounces in the higher confidence "Indicated Mineral Resource" category. > The discovery of the Blue Whale fault, the largest fault ever identified in the field and interpreted as having a significant impact on the gold mineralisation at Ballarat East. > Distinctly higher gold grades evident in drilling at depth. > A more detailed understanding of the nature and relevance of the quartz veining at Ballarat East, potentially enabling us to identify those that carry high grade gold mineralisation. > Seismic research, aimed at testing the ability of seismic reflection to "see through" the basalt cover, at Ballarat West. The discovery of high grades near the Blue Whale fault is extremely significant. Along a small section of its available strike length we have already drill defined 0.3 million tonnes @ 20.6 grams per tonne for 0.2 million ounces. Resource Statement The estimated Mineral Resource identified to the end of June 2006 is: 3.9Mt @ 11.3g/t for 1.4Mozs. This Resource includes an Indicated Mineral Resource of: 0.6Mt @ 13.4g/t for 0.24Mozs. The Resource estimate assumes a very coarse gold content of 25 per cent. Possible ranges identified for the total Mineral Resource, depending on the very coarse gold content are: 3.9Mt @ 8.5g/t for 1.1Mozs (0% very coarse gold) 3.9Mt @ 17.0g/t for 2.1Mozs (50% very coarse gold) The Mineral Resource has been reported in accordance with the 2004 JORC Code and independently audited by AMC consultants in July 2006. As Resources are progressively converted to the Indicated category, in line with our accounting policy for exploration, BGF will begin to capitalise development expenditure. The expanded Ballarat portfolio is divided into the following project areas: Ballarat East, Ballarat South and Ballarat West, with Berringa some thirty kilometres South West of Ballarat. These project areas combine the most historically productive and, in our view, geologically prospective leases in the greater Ballarat field. Whilst the endowment of the field is undeniable, generation of the geological model enabled us to develop a comprehensive target inventory. Combining known and extrapolated data, the larger target inventory was discounted for risk and uncertainty to estimate the Exploration Potential. In addition to the 1.4 million ounce Resource, BGF published its portfolio of Exploration Potential, totalling approximately 9 million ounces. These estimates will be updated over the next 12 months to incorporate previously unknown features, such as the Blue Whale fault. A summary of the Resources and Exploration Potential are provided in the table below: Category Project Tonnes Grade June 06 June06 Dec 04 (M) oz(M) Range oz(M) oz(M) Total Resource Ballarat East 3.9 11.3g/t 1.4 1.1 - 2.1 1.1 Indicated Resource Ballarat East 0.6 13.4g/t 0.24 0.2 - 0.4 - Inferred Resource Ballarat East 3.3 10.9g/t 1.2 0.8 - 1.7 1.1 Category Project Tonnes Grade June 06 90% Confidence Dec 04 (M) (oz)M Range oz (M) oz(M) Exploration Potential Ballarat East 4.5 1.9 - 7.4 4.5 Ballarat West 1.1 0.15 - 2.3 1.1 Ballarat South 2.7 0.7 - 4.7 2.7 Berringa 0.9 0.5 - 1.3 0.9 Total Exploration Potential 9.2 3.25 - 15.7 9.2 Ballarat West The depth of basalt cover and limited drilling access means that effective exploration of this project will benefit from extremely accurate targeting. Following early modelling of the Ballarat West field, new developments in seismic reflection technology has meant the possibility exists for us to adopt techniques developed to penetrate the cover and locate key features that can help focus this targeting. A research project, in partnership with ANSIR (a national research facility for earth sounding), completed a seismic survey over 11.5 kilometres at Ballarat West. The data from this program is currently being interpreted. Berringa Drilling commenced during the June quarter. To date, 1,735 metres of diamond drilling has been completed in 3 holes, targeting the anticline structure. Whilst quartz veining and visible gold is evident in logging, no assay data has yet been received. Ballarat South The Ballarat South project presents a significant opportunity, with both surface and underground potential. Acquired in December 2004, it was originally owned by CRA Exploration Pty Ltd, who modelled the area and conducted a very broad surface drilling program to a depth of 50 metres. During the late nineties a small operation processed approximately 450,000 tonnes of surface material. Our records indicate that production reconciled to an average of over 0.8 grams per tonne. BGF stockpiled approximately 10,000 tonnes of surface material during the construction of the tailings storage facility. This is now being treated through a pilot scrubbing and screening plant installed adjacent to the gravity recovery plant. This test plant will enable us to assess the viability of significantly upgrading low grade shallow material by screening and washing, before processing a much reduced volume through BGF's process plant. Initial results have been very encouraging. > Ballarat East Underground Development Decline Development Underground mine development remains focused on the Sulieman decline to the north and the Woah Hawp decline to the south. The rate of development has continued to improve throughout the year. A total of 2.3 kilometres of decline development was achieved from principally two main development headings. We believe the rate of development will continue to improve as recent modifications to the development cycle begin to take effect. Trial Mining Mining during the year was restricted to the 189 Woah Hawp ore block. This block is located in the upper level of the mine in a gap between the historical workings. The 189 Woah Hawp trial mining block has been successfully excavated using two mining methods, cut and fill and long hole open stoping. The information gathered from these trials is being utilised to define the mine planning parameters for future stoping. Two more stopes are being opened for mining trials, the 218 Woah Hawp and 176 Sulieman ore blocks. The 218 Woah Hawp has been accessed by a crosscut to allow geological mapping to be undertaken. The ore drive placement for both stopes has been determined from close spaced diamond drilling which has also been used to determine the extent of old workings in the area. Mining will begin when dewatering has been completed. Review of Underground Development Plan All indications to date confirm the robustness of BGF's geological model. The model, when revised in conjunction with the discovery of the Blue Whale fault, offers technical support for the increase in grade with depth. This emerging picture, supported by drilling, gives us enough information to prioritise our drilling and development program. In the upper levels, the possibility of further interference from unmapped historical workings led to the view that they would not provide sufficiently reliable early production sources. Consequently, a revised development plan and ramp-up schedule has been developed. This plan now focuses on access to the more clearly defined, deeper, high grade ore bodies well below the historical workings. The new plan is designed to reduce risk by targeting higher confidence Resource areas in the first five years. In addition, decline development in the upper levels, originally positioned for priority access to potential ore sources, have been re-designed to access the deeper high grade deposits as early as possible. The new design has additional haulage capacity by relocating a ventilation intake shaft to within the vicinity of the decline portal. The new schedule uses this southern shaft to speed development of the lower levels, giving access to the Blue Whale fault. This design change provides additional haulage capacity to the mine during ramp up and ongoing production. Mine Infrastructure The mine infrastructure was completed in record time. The process plant (stage one) began in July 2005 and was completed on 22 December 2005. The plant site excavation and construction coincided with the excavation and construction of the tailings storage facility. The construction period ran smoothly with no industrial or other disruptions. The plant design is unique and is based around Gekko Systems Pty Ltd gravity technology. It has the potential for expansion. Final concentrate treatment is planned to utilise an Inline Leach Reactor, pending current test work to finalise the design parameters. Initial processing through the plant has been encouraging. To date, tail grades have been lower than anticipated. A total of 18,000 ore tonnes were treated for the financial year, with approximately 600 tonnes of gravity concentrate remaining stockpiled on site. Health and Safety Our safety performance results were an improvement on the previous year, but fell short of our objective to be a Zero Harm workplace. The turnaround saw the lost time injury frequency rate fall from 15.3 in 2005 to 8.4 in 2006. We are continuing to evolve our safety culture and implement systems focused on risk management. We support industry initiatives in this area and believe the goal of Zero Harm is achievable. BGF is committed to the following principles: > No business activity will come before safety and health. > All incidents and injuries are preventable on and off the job. > Everyone has a personal responsibility for the safety and health of themselves and others. > Individuals must identify, assess and manage hazards. > Individuals can be trained and equipped to ensure an incident free workplace. The health, safety and wellbeing of all BGF's employees, contractors and suppliers remain a key priority. Market Conditions During the past 12 months the price of gold has gained momentum, steadily rising to peak at US$720 per ounce in May 2006, a 25 year high. Since that time, the price retracted to just below US$600 before consolidating above US$600 per ounce in June 2006. In Australian dollar terms, the price peaked at over A$900 per ounce, which was an all-time high. While the supply/demand fundamentals have been supportive, following the controlled sales by a number of Central Banks under the updated Washington Accord, a number of other factors have been influencing the gold market as it joined the wider commodity boom during 2006. The shift by gold companies to reduce gold hedging is of particular significance. The traditional drivers of inflation and the US dollar strength have also contributed to the rise but the advent of Exchange Traded Funds (ETF), in allowing the broader investment market to hold direct gold related investment instruments has been a strong driver. Rising oil prices and continuing political instability in the Middle East have continued to provide support. In the medium to longer term, it is expected that the fundamental drivers will continue to be supportive and BGF expects the gold price to remain firm. Environment and Community Throughout the past year, strong foundations for sound environmental and social performance have been built upon, including our commitment to the Minerals Council of Australia's (MCA) sustainable development framework "Enduring Value". Primary operations are situated in the heart of Ballarat, one of Victoria's earliest regional gold mining centres. With a focus on growing an economically sound and sustainable business, BGF's planning ensures that community values are not compromised and BGF aims to minimise environmental impacts as a result of operations Maintaining a high standard of environmental and social performance throughout two major construction projects was exceptional and a credit to all employees and contractors involved. The construction of stage one of the processing plant and stage one of the tailings storage facility (TSF) involved over 302 employees and contractors, each maintaining a high level of communication and commitment throughout the project. This ensured a safe, compliant and efficient work environment Contributing to the local economy Both the processing plant and TSF were constructed using predominantly Ballarat contractors and suppliers. This strategy ensured a maximum return to the Ballarat community through labour and the purchase of goods and services. Community consultation A critical component of BGF operating in a socially responsible manner is establishing strong links with the community and establishing a process for engagement. A strategic plan for corporate and community engagement forms the basis for increased liaison with the Ballarat and district community. We have initiated a number of forums to improve public access to information on our activities, including information sessions, print media and an open day attended by over 800 people. Relationships are also being built with the Ballarat business community through a range of conduits, including regular briefings with local decision makers and membership on committees such as the Committee for Ballarat. Environmental Performance Excellence in environmental performance is a critical outcome for our operations. Environmental monitoring to demonstrate regulatory compliance and community health and wellbeing continues to evolve. Data is presented to and reviewed by the Environmental Review Committee on a regular basis. The Committee comprises both regulatory and community members. An extensive revegetation program encompassing social, environmental and future land use requirements commenced at Ballarat East. Several management plans were developed during the course of the year in line with BGF's Environmental Management System to ensure strategic development and compliance across the site. BGF is currently gathering reliable environmental and social data which will assist us to set realistic targets, based on best practice and community and regulatory expectation. Ensuring social and environmental sustainability within BGF's geographic location remains challenging, however, the BGF team is committed to embracing the principles of Enduring Value to ensure the strategic growth of BGF. The Group is subject to environmental regulation, primarily from the Department of Primary Industries (DPI) under the Victorian Mineral Resources Development Act (1990). The Group is also subject to Environmental Protection Agency (EPA) regulations through its Waste Water Discharge licence. During the financial year ended 30 June 2006, there were no material departures from the requirements of either of these regulatory bodies. Environmental systems for reporting and recording non-compliance data have been developed in 2006 to reflect the level of growth and activity at BGF and reporting and recording will continue to evolve in line with our Company. Directors The following persons were Directors of Ballarat Goldfields NL (BGF) during the whole of the financial year and up to the date of this report: Alister Maitland Colin Smith Mike Etheridge Richard Laufmann Wojciech Ozga Alister Maitland was appointed a Director on 22 July 2005 and continues in office at the date of this report. Colin Smith was a Director from the beginning of the financial year until his resignation on 31 July 2006. Wojciech Ozga was appointed a Director on 16 June 2006 and continues in office at the date of this report. Information on Directors >Alister Maitland (Age 65) - B Com, FAICD, FAIM, SF Fin. >Chairman - Non Executive Experience and expertise Extensive experience in financial management, executive stewardship and corporate governance. Former Executive Director of the ANZ Banking Group Ltd and served in New Zealand, the United Kingdom and Australia. Amongst other positions, he was Chief Economist, Managing Director of New Zealand and Executive Director International. Adjunct Professor and Council member of Global Sustainability at RMIT. Other current directorships Chairman of Folkestone Ltd, the Eastern Health Network and Sterling Biofuels International Ltd. Former directorships in last 3 years Chairman of ComLand Limited and Healthcorp Group Pty Ltd and Director of Pengurusan Danaharta Nasional Berhad in Malaysia. Special responsibilities Chairman of the Board Member of Remuneration Committee Member of Audit Committee Interests in shares and options None >Richard Laufmann (Age 43) - B. Eng. (Mining), MAICD, MAusIMM >Managing Director and CEO - Executive Experience and expertise Managing Director of BGF for 4 years. Extensive experience in the resources sector both in Australia and overseas. Former WMC Executive, with operational background in both surface and underground operations. Chairman of Minerals Council of Australia - Victorian Division. Other current directorships Non Executive Director of Indophil Resources, an ASX listed company operating in the Philippines. Former directorships in last 3 years SRK Consulting (Australasia) Pty Ltd until May 2004. Special responsibilities Non Executive Director Member of Remuneration Committee Member of Audit Committee Interests in shares and options 300,000 ordinary shares in Ballarat Goldfields NL 1,000,000 options over ordinary shares in Ballarat Goldfields NL Former directorships in last 3 years None Special responsibilities Managing Director Interests in shares and options 4,977,164 ordinary shares in Ballarat Goldfields NL 7,000,000 options over ordinary shares in Ballarat Goldfields NL >Wojciech Ozga (Age 57) - B. Eng. (Mining) >Director of Operations - Executive Experience and expertise Most recently responsible for the development and construction of Zurdal mine in Kazakhstan, Wojciech has extensive experience in operations and project management. With WMC for 14 years in various management positions including General Manager Central Norseman Gold Corporation, Manager Olympic Dam Mine expansion and Group Manager of Mining Projects with WMC. Joined BGF on 1 September 2005 as General Manager of Operations. Other current directorships None Former directorships in last 3 years None Special responsibilities Director of Operations Interests in shares and options 720,000 ordinary shares in Ballarat Goldfields NL 1,500,000 options over ordinary shares in Ballarat Goldfields NL >Mike Etheridge (Age 60) - PhD, FTSE, FAIG, FAICD >Director - Non Executive Experience and expertise Geologist with over 30 years' experience in exploration, mining, consulting and research. He has specialised in the structural controls on the localisation of mineral deposits, and has been involved with Victorian gold deposits since the mid-1970's. Until 2004 he was Chairman of SRK Consulting (Australasia), having co-founded its predecessor Etheridge Henley Williams in 1990. He is an Adjunct Professor at Macquarie University, where he has been leading an industry collaborative research project into improving the management of risk and value in mineral exploration. Other current directorships Chairman of TSX-V listed Geoinformatics Exploration Inc, a Director of Consolidated Minerals Ltd and the AIM listed Ariana Resources Ltd and the unlisted geothermal energy company, Scopenergy Ltd. Special responsibilities Non Executive Director Member of Remuneration Committee Member of Audit Committee Interests in shares and options 300,000 ordinary shares in Ballarat Goldfields NL 1,000,000 options over ordinary shares in Ballarat Goldfields NL Company Secretary The Company Secretary is Amber Rivamonte, B.Bus (Acc), CPA. Amber was appointed to the position of Company Secretary in 2003. Amber has over 11 years experience in the financial management of public listed exploration companies. Meetings of Directors The number of meetings of the Company's Board of Directors and of each Board committee held during the year ended 30 June 2006, and the numbers of meetings attended by each Director were: Full meetings Audit Remuneration of Directors Committee Committee Number of meetings held 11 2 2 Number of meetings attended by: Alister Maitland 11 2 2 Colin Smith 11 2 2 Richard Laufmann 11 (a) (a) Mike Etheridge 11 (a) 2 Wojciech Ozga (b) (a) (a) (a) Not a member of the relevant committee (b) Appointed to the Board on 16 June 2006 of which there no meetings held during the time the Director held office. Retirement, Election and Continuation in Office of Directors Wojciech Ozga was appointed to the Board on 16 June 2006. Wojciech Ozga offers himself for election at the next Annual General Meeting. Alister Maitland was appointed to the Board on 22 July 2005 and was officially elected at the 2005 AGM. Colin Smith resigned from the Board on 31 July 2006. Principal Activities During the year the principal continuing activities of the Group consisted of: (a) surface and underground gold exploration (b) underground decline development (c) construction of the processing plant and tailings storage facility. Significant Changes in the State of Affairs In the opinion of the Directors, other than matters reported in the Directors' Report and in the Chairman's Review and Managing Director's Review, there were no significant changes in the state of affairs of the Group during the year ended 30 June 2006. Likely Developments and Expected Results of Operations The operations of the Group are anticipated to be the continuation of surface and underground exploration and underground operations. Dividends - Ballarat Goldfields NL Directors do not recommend that a dividend be paid. Since the end of the previous financial year, no dividend has been declared or paid. Loss Per Share 2006 2005 Cents Cents Basic loss per share (3.70) (2.98) Diluted loss per share (3.70) (2.98) Matters Subsequent to the End of the Financial Year Since 30 June 2006, BGF has released to the market details of a new mine development plan. The new plan, outlined in the Director's Report, represents a significant change for the Company. Additional financing is being arranged to fund this accelerated development plan to set the Company direction for the next financial year. Colin Smith resigned as Chairman on 31 July 2006. Alister Maitland was appointed as Chairman effective 1 August 2006. Except for the matters described above, no other matter or circumstance has arisen since 30 June 2006 that has significantly affected, or may significantly affect: (a) the Group's operations in future financial years, or (b) the results of those operations in future financial years, or (c) the Group's state of affairs in future financial years. Remuneration Report The remuneration report is set out under the following main headings: A. Principles used to determine the nature and amount of remuneration B. Details of remuneration C. Service agreements D. Share based compensation E. Additional Information The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A. Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee makes recommendations to the full Board on remuneration packages and other terms of employment for the Chairman, Non Executive Directors, the Managing Director and the Director of Operations. The Committee also reviews and ratifies the Managing Director's recommendations on the remuneration of key management and talent. The Company's remuneration policy strives to ensure remuneration packages properly reflect each person's duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest calibre. Executive and staff remuneration is reviewed annually, effective January 1 each year. Individual reviews are based on the following criteria: > Individual performance (measured against key performance and behavioural indicators) > Company performance against stated objectives > Market parity >CPI movements Non Executive Directors Remuneration of Non Executive Directors, including the issuance of options, is determined by the Board within the maximum approved by shareholders from time to time. The current maximum amount of Directors' fees payable is fixed at $400,000 in total, for each twelve month period commencing 1 July each year, until varied by ordinary resolution of shareholders. Directors' Fees Remuneration for Non Executive Directors is $50,000 per annum and for the Non Executive Chairman $125,000 per annum, effective from 1 July 2006. Superannuation contributions are also paid by the Company, at a rate of 9 per cent of base fees. Non Executive Directors do not participate in any cash bonus or share plans that may be developed for Executives. From 1 July 2006, additional fees of $8,000 per annum are payable to Non Executive Directors for participation on Board Committees. There are no retirement benefits for Non Executive Directors. Managing Director and Director of Operations Remuneration The remuneration package consists of two components, a base salary and short term incentive scheme. The Managing Director's base salary is $325,000 inclusive of superannuation. In addition to the base salary, the Managing Director can potentially earn up to 40 per cent of his base salary on fulfiling certain goals and hurdles, formulated by the Chairman in conjunction with the Board and the Managing Director annually. BGF has a commitment for the salary of the Managing Director, who has been engaged until 31 December 2008, at a minimum of $325,000 per annum. The contract has a termination clause where the Managing Director is entitled to the salary payable for the balance of the term of his contract. A review is currently underway to put in place a new contract for the Managing Director. The Director of Operations' base salary is $275,000 inclusive of superannuation. BGF has a commitment for the salary of the Director of Operations, who has been engaged until 1 September 2007, at a minimum of $275,000 per annum. The contract has a termination clause with the balance of salary payable for the term of his contract. Negotiations are currently underway to put in place a new contract. Executive Pay Executive remuneration, including the issuance of options, and other terms of employment, are reviewed annually by the Remuneration Committee having regard to performance against goals set for the forthcoming year, relevant comparative information and independent expert advice where applicable. As well as base salary, remuneration includes superannuation and termination entitlements, performancerelated bonuses and fringe benefits. Performance-related bonuses are awarded at the discretion of the Managing Director. Remuneration and other terms of employment for company Executives are formalised in employment agreements. Executive salaries are to be reviewed with effect from 1 January in each year and may not be reduced. B. Details of remuneration (audited) Amounts of remuneration Details of the remuneration of the Directors and the Key Management Personnel (as defined in AASB 124 Related Party Disclosures) of Ballarat Goldfields NL (BGF) and the BGF Group are set out in following tables. The Key Management Personnel of BGF and the Group include the Directors as per pages 16-17 above and the following Executive Officers. The Key Management Personnel of the Group are Directors and those Executives that report directly to the Managing Director. The following persons, together with the Directors, were the Group Executives with the greatest authority and responsibility for planning, directing, and controlling activities of both the consolidated entity and the parent entity (OKey Management PersonnelO) during the financial year: Amber Rivamonte - Company Secretary Joel Forwood - Manager of Corporate and Markets Steven Olsen - Chief Geologist The 5 Group Executives who received the highest remuneration for the year ended 30 June 2006 were: Amber Rivamonte - Company Secretary Joel Forwood - Manager of Corporate and Markets Steven Olsen - Chief Geologist Chris Finch - Mine Manager Dick Livingstone - Loss Control Manager All of the above persons were employees of BGF during the year ended 30 June 2006. Key Management Personnel of Ballarat Goldfields NL and of the BGF Group 2006 Post Share employment based Short-term benefits benefits payment Name Cash Non Cash Super-annuation Options TOTAL salary monetary bonus & fees benefits $ $ $ $ $ $ Non Executive Directors Colin Smith(1) 124,750 - - 10,485 - 135,235 Mike Etheridge 43,500 - - 6,615 - 50,115 Alister Maitland(2) 43,500 - - 3,915 - 47,415 Executive Directors Richard Laufmann 283,315 - 151,380 32,414 - 467,109 Wojciech Ozga (3) 199,570 - 5,000 12,646 108,462 325,678 Other Key Management Personnel Amber Rivamonte 121,831 - 10,000 11,865 - 143,696 Joel Forwood 184,255 - 5,000 17,033 - 206,288 Steven Olsen 148,906 19,055 10,000 14,302 - 192,263 Other Executives Chris Finch 148,906 20,000 - 13,401 - 182,307 Dick Livingstone 117,098 20,000 5,000 10,989 - 153,087 1 Colin Smith resigned as Chairman and Director on 31 July 2006. 2 Alister Maitland was appointed a Director on 22 July 2005 and was appointed Chairman on 1 August 2006. 3 Wojciech Ozga was appointed an Executive Director on 16 June 2006. Before this appointment he was the Company's General Manager and joined BGF on 1 September 2006. Amounts shown above include all of Wojciech Ozga's remuneration during the reporting period as General Manager. Amounts received and paid in his position as a Director amounted to nil as his appointment was effective 16 June 2006. > Directors' Report Ballarat Goldfield NL 22 2005 Post Share employment based Short-term benefits benefits payment Name Cash Non Cash Super- Options TOTAL salary monetary bonus annuation benefits Non Executive Directors Colin Smith 100,000 - - 9,000 - 109,000 Mike Etheridge(1) 35,000 - - 3,150 63,033 101,183 Nicholas Mather 2 6,727 - - 606 - 7,333 Executive Directors Richard Laufmann 225,117 - 80,734 27,527 - 333,378 Other Key Management Personnel Amber Rivamonte 103,337 - - 9,300 - 112,637 Joel Forwood 3 124,030 - - 11,163 71,200 206,393 Steven Olsen 127,734 20,000 - 11,496 - 159,230 Other Executives Chris Finch 4 76,601 14,740 - 6,894 35,600 133,835 Dick Livingstone 107,939 20,000 - 9,715 - 137,654 1 Mike Etheridge was appointed a Director on 18 August 2004. 3 Joel Forwood commenced employment on 4 October 2004. 2 Nicholas Mather resigned as a Director on 27 August 2004. 4 Chris Finch commenced employment on 1 December 2004. C. Service agreements (audited) Remuneration and other terms of employment for the Managing Director, Director of Operations, Other Key Management Personnel and Other Executives are formalised in service agreements. The contractual arrangements contain certain provisions typically found in contracts of this nature. Other major provisions of the agreements for Other Key Management Personnel and Other Executives relating to remuneration are set out below. Amber Rivamonte - Company Secretary * Term of agreement - no specified term with current contract provisions commencing 1 January 2004. * Base salary, inclusive of superannuation, of $135,000 to be reviewed annually by the Remuneration Committee. * On termination of the contract, entitlement of salary as per the severance pay standard. Joel Forwood - Manager Corporate and Markets * Term of agreement - no specified term with current contract provisions commencing 1 October 2004. * Base salary, inclusive of superannuation, of $190,000 to be reviewed annually by the Remuneration Committee. * On termination of the contract, entitlement of salary as per the severance pay standard. Steve Olsen - Chief Geologist * Term of agreement - no specified term with current contract provisions commencing 1 January 2004. * Base salary, inclusive of superannuation, of $165,000 to be reviewed annually by the Remuneration Committee. * On termination of the contract, entitlement of salary as per the severance pay standard. Chris Finch - Mine Manager * Term of agreement - no specified term with current contract provisions commencing 4 December 2004. * Base salary, inclusive of superannuation, of $165,000 to be reviewed annually by the Remuneration Committee. * On termination of the contract, entitlement of salary as per the severance pay standard. Dick Livingstone - Loss Control Manager * Term of agreement - no specified term with current contract provisions commencing 1 January 2004. * Base salary, inclusive of superannuation, of $126,789 to be reviewed annually by the Remuneration Committee. * On termination of the contract, entitlement of salary as per the severance pay standard. D. Share based compensation (audited) > Options provided as remuneration There were 1.5 million options over unissued ordinary shares of BGF granted to the Directors and nil share options granted to Other Key Management Personnel of the Company and the Group as part of their remuneration during the period ending 30 June 2006. The terms and conditions of options affecting remuneration in this or future reporting periods are as follows: Name Grant Date Number of Exercise Expiry Grant Remuneration options Price Date date consisting of granted valuation options(2) during yr Wojciech Ozga 2/9/2005 1,500,000 0.25(1)30/9/08 $150,000 41% 1 Of the options issued, one third are exercisable at any time, one third are exercisable after 30 September 2006 and one third are exercisable after 30 September 2007. 2 The percentage of the value of remuneration consisting of options, based on the value at grant date. The amounts disclosed for emoluments relating to options above is the assessed fair value at grant date of options granted to Directors and Other Key Management Personnel. Fair values at grant date are independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the nontradeable nature of the option, the share price at grant date and the expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Options are approved for issue by the Board. The option issue price is determined by the ASX average closing traded price for the 5 days prior to grant date. Options are granted at nil consideration and carry no voting rights or entitlements to dividends. If an employee ceases to be employed by the Group they have 60 days to exercise all options that have vested. Any options that are not exercised during this period will lapse. Details of options over ordinary shares in the Company provided as remuneration to each Director of BGF and each of the Other Key Management Personnel of the Group are set out below. When exercisable, each option is convertible into one ordinary share of Ballarat Goldfields NL. > Shares provided on exercise of remuneration options Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each Director of BGF and other Key Management Personnel of the Group are set out below. Number of options granted during the year Number of options vested during the year Name Number of options granted Number of options vested during the year during the year 2006 2005 2006 2005 Directors of BGF Richard Laufmann - - 2,333,334 2,333,333 Wojciech Ozga 1,500,000 - 500,000 - Other Key Management Personnel of the Group Amber Rivamonte - - 333,334 333,333 Joel Forwood - 1,000,000 333,333 333,333 Steven Olsen - - 500,000 500,000 Other Executives Chris Finch - 500,000 166,666 166,666 Dick Livingstone - - 166,667 166,666 Shares provided on exercise of remuneration options Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each Director of BGF and other Key Management Personnel of the Group are set out below. Name Amount paid Number of ordinary shares per ordinary issued on exercise of options share during the year cents 2006 2005 Directors of BGF Richard Laufmann - - - Wojciech Ozga - - - Other Key Management Personnel of the Group Amber Rivamonte - - - Joel Forwood - - - Steven Olsen - - - Other Executives Chris Finch - - - Dick Livingstone * 4.72 166,667 166,666 * The share price at exercise date was 45 cents equating to a value of $75,000 being 49 per cent of his total salary for the period ended 30 June 2006. These shares were unsold at reporting date. E. Additional information (unaudited) Principles used to determine the nature and amount of remuneration: relationship between remuneration and company performance Over the past five years share price appreciation has been 1,100 per cent. During the same period, Executive remuneration (as measured by the Managing Director's base salary) percentage increase was 14.5 per cent. In addition to the base salary, the Managing Director was paid short term incentives as per section A of the Remuneration Report. Details of remuneration: cash bonuses and options For each cash bonus and options granted to Directors and Other Key Management Personnel, the percentage of the available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person did not meet the service and performance criteria is set out below. No part of the bonuses or grants of options are payable in future years. All cash bonuses were granted effective 1 January 2006. Cash bonus Options Name Paid Forfeited Year Vested Forfeited FY in Minimum Maximum % granted % % which total total options value of value of may vest grant grant yet to yet to vest vest $ $ Richard Laufmann 100 - 2003 33 - - - - Wojciech Ozga 100 - 2005 33 - 2007 - 35,538 2008 6,000 Amber Rivamonte 100 - 2003 33 - - - - Steven Olsen 100 - 2003 33 - - - - Joel Forwood 100 - 2004 33 - 2007 - 3,236 Chris Finch - - 2004 33 - 2007 - 1,618 Dick Livingstone 100 - 2003 33 - - - - The maximum value of options yet to vest has been determined by the portion of the grant date fair value that has not been expensed at reporting date. That is, the amount that will be expensed in future years. Loans to Directors and Executives There were no loans or related party transactions with Directors or Other Key Management Personnel, including related entities during the financial year. Share Options Granted to Directors and the Most Highly Remunerated Officers Details of options granted to the Directors and the 5 most highly remunerated officers of the Group can be found in section D of the remuneration report. No options over unissued ordinary shares have been issued since the end of the financial year. Shares Under Option There are 17,250,000 unissued ordinary shares of BGF under option at the date of this report. Date options Expiry Date Issue price of Number under granted shares option 1 July 2003 30 September 2006 1 4.72c 2,500,000 31 October 2003 30 September 2007 2 2 7,000,000 11 November 2004 30 September 2007 2 2 1,000,000 1 December 2004 30 September 2007 3 17.25c 1,500,000 2 December 2004 02 December 2007 15.00c 3,750,000 2 September 2005 30 September 2008 4 25.00c 1,500,000 1 Of the options issued, one third are exercisable at any time, one third are exercisable after 30 September 2004 and one third are exercisable after 30 September 2005. 2 Of the options issued, one third are exercisable at any time at an exercise price of 12 cents, one third are exercisable after 30 September 2004 at an exercise price of 13 cents and one third are exercisable from 30 September 2005 at an exercise price of 15 cents. 3 Of the options issued, one third are exercisable at anytime, one third of the options exercisable after 30 September 2005, and one third of the options exercisable after 30 September 2006. 4 Of the options issued, one third are exercisable at anytime, one third of the options exercisable after 30 September 2006, and one third of the options exercisable after 30 September 2007. Shares Issued on the Exercise of Options The following ordinary shares of BGF were issued during the year ended 30 June 2006 on the exercise of options. No amounts are unpaid on any of the shares. Date options Issue price of Number under granted shares (cents) option 1 July 2003 4.72 166,667 9 August 2004 15.0 218,466,302 1 December 2004 17.25 333,333 2 December 2004 15.0 1,250,000 Insurance of Officers During the financial year, BGF paid a premium of $48,400 to insure the Directors and Secretary of the Company and related bodies corporate. The liabilities insured include costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company and related bodies corporate. The Company's Directors' and Officers' Insurance policy expires on 31 January 2007. Proceedings on Behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings No proceedings have been brought or intervened in or on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit Services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the consolidated entity are important. Details of the amounts paid or payable to the auditor for audit and nonaudit services provided during the year are set out in note 23 to the financial statements. Auditors' Independence Declaration A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of the Directors. Richard Laufmann Ballarat Managing Director 7 September 2006 Auditors' Independence Declaration As lead auditor for the audit of Ballarat Goldfields NL for the year ended 30 June 2006, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Ballarat Goldfields NL and the entities it controlled during the period. Chris Dodd Melbourne Partner 7 September 2006 PricewaterhouseCoopers Liability is limited by a scheme approved under Professional Standards Legislation PricewaterhouseCoopers abn 52 780 433 757 Freshwater Place 2 Southbank Boulevard Southbank vic 3006 GPO Box 1331L Melbourne vic 3001 Website www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999 Ballarat Goldfields NL (BGF) has adopted a detailed corporate governance statement which when read in conjunction with its constitution, provides the basis on which BGF can conduct corporate governance practices of a high standard. Each Director has agreed to observe the guidelines contained in the detailed corporate governance statement, which utilises the framework set out by the ASX Corporate Governance Council as a basis for its preparation. This is a brief summary of that statement and should be read in conjunction with the information contained in the Directors' Report. There is no obligation for all of the ASX Corporate Governance Council Standards to be adopted, as they apply on an "if not, explain why not" basis. There is one particular difference from the ASX Corporate Council Governance Standards which has not been adopted by BGF, namely the nonestablishment of a nomination committee for new Directors to the Board. BGF is a small company with a small number of Directors and a small management team. It is not considered appropriate for a company of BGF's nature to establish a nomination committee in these circumstances. The matters typically considered by a nomination committee in a large company context are generally considered by the Board as a whole. Except for this difference, BGF follows the substance of the ASX Corporate Governance Council Standards. Role and Responsibilities of Board and Management The role of the Board is to effectively lead the Company by working with executive management, determining key business strategies and direction with the primary objective of enhancing long term shareholder value. Oversight of the management and the overall corporate governance of the Company including strategic direction, establishing goals for management and the monitoring of the achievements against these goals. The Managing Director has been delegated overall authority and responsibility for the management of the BGF and is required to report to the Board with all information necessary to enable it to discharge its responsibilities. Board Charter In addition to the roles and responsibilities referred to above and those matters determined by law, the Board reserves to itself various powers and authorities. This includes, for example, appointing and removing the Managing Director and Company Secretary, reviewing governance systems, as well as a range of other responsibilities. Board Composition and Independence The composition of the Board is established utilising various guidelines. At least half of the Board should be Non Executives and should be independent Directors. The Board will determine if a Director is independent in a manner consistence with the ASX Corporate Governance Principles and will regularly assess the independence of those Directors. The Chairman of the Board must be an independent Director. The role of the Chairman and Managing Director will not be exercised by the same individual. All of these requirements are complied with as at the date of publication of the Company's 2006 Annual Report, and all of the Company's Non Executive Directors are independent Directors. Remuneration Committee Charter BGF has adopted a Remuneration Committee Charter which lays out the remuneration and performance evaluation responsibilities delegated to the Remuneration Committee by the Board and outlines its structure, duties (including implementing the ASX Corporate Governance Council recommendations as to remuneration policies) and membership requirements. The Remuneration Committee comprises of at least two Non Executive Directors as proposed by the Chairman of the Board and approved by the Board. The Remuneration Committee has an advisory role to the Board and has a range of responsibilities relating to the remuneration levels for key Executives and Directors including the Managing Director. Audit Committee Charter BGF has adopted an Audit Committee Charter which lays out the framework for the oversight of the external audit and internal audit arrangements and outlines its structures, duties and membership requirements. In accordance with ASX Corporate Council Governance Standards requirements, the Audit Committee comprises of at least two Non Executive Directors who are financially literate, at least one member has financial expertise and some members have an understanding of the industry in which BGF operates. It is chaired by a Non Executive Director who is not the Chairman. The Audit Committee has an advisory role to the Board and has a range of responsibilities relating to reliable management and financial reporting and maintenance of an effective and efficient audit Code of Conduct for Directors The Directors are required to achieve high standards in the discharge of their responsibilities and duties. A Director must take responsible steps to avoid conflicts between material personal interests and the interests of BGF. Directors must not participate in activities that will discredit the Board or BGF. Code of Conduct for Trading Securities BGF has adopted a code of conduct for trading securities. No Directors or key Executives may trade securities whilst they are in the possession of price sensitive information or during one-off trading embargo periods. Subject to this, Directors or key Executives are permitted to trade securities with the exception of eight weeks prior to the issue of annual reports, four weeks prior to the issue of quarterly reports and other expected formal announcements when no such trading should occur. Each Director or key Executive must disclose to the Managing Director or Company Secretary in advance any intention to trade securities and they must confirm at that time they are not in position of price sensitive information. Policy on Financial Reporting At the time of presenting financial reports to the Board, the Managing Director and the Chief Financial Officer are required to advise the Board in writing that such reports represent a true and fair view of BGF's financial position and performance, and that the reports have been prepared to conform with relevant accounting standards together with the compliance and control systems adopted by the Board. The Managing Director and Chief Financial Officer are required to advise the Board at that time in writing of any material matters which have arisen to their knowledge regarding BGF's risk profile and internal compliance systems. Continuous Disclosure Policy The Board has adopted a formal policy in relation to continuous disclosure which has been made known to all key Executives. The Board has implemented a standing procedure so that continuous disclosure is a specific item considered at each Board Meeting. It is BGF's policy that all price sensitive information should be disclosed to ASX on a timely basis subject to the permitted exceptions to such disclosure. Information disclosed to the ASX is posted on BGF's website after it is disclosed to the ASX. BGF's policy on continuous disclosure is extensive and covers the nature of price sensitive information, preventing selective disclosure, developing disclosure procedures, etc. Responsibility Statement BGF's overriding responsibility is to the shareholders. It recognises that others are affected by, or can influence, BGF's activities or have power to influence BGF's activities and that it has a responsibility to actively consider and interact with those parties in order to ensure that shareholder wealth is maximised. The Company encourages effective communications with shareholders and others within the community through ASX announcements, the Company's website, shareholder communications and the Company's Annual Report. > Annual Financial Report 30 June 2006 The financial report covers both Ballarat Goldfields NL as an individual entity and the consolidated entity consisting of Ballarat Goldfields NL and its controlled entities. The financial report is presented in the Australian currency. Ballarat Goldfields NL is a public company listed on the Australian Stock Exchange incorporated and domiciled in Australia and the Alternative Investment Market (AIM) of the London Stock Exchange. Its registered office and principal place of business is: Ballarat Goldfields NL 10 Woolshed Gully Drive Mt Clear Victoria 3350 Australia A.C.N. 006 245 441 A description of the nature of the consolidated entity's operations and its principal activities is included in the review of operations and activities and in the Directors' report, both of which are not part of this financial report. The financial report was authorised for issue by the Directors on 7 September 2006. The company has the power to amend and reissue the financial report. Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the Company. Information is available at on our website: www.ballarat-goldfields.com.au For information in relation to our reporting please call: +61 (3) 5327 1111 or email info@ballarat-goldfields.com.au Contents Page Financial Report Income Statements 34 Balance Sheets 35 Statements of Changes in Equity 36 Cash Flow Statements 37 Notes to the Financial Statements 38-58 Directors' Declaration 59 Independent Audit Report to the Members 60 > Financial Report Income Statements 2005 > 2006 For the year ended 30 June 2006 Consolidated Parent Entity Notes 2006 2005 2006 2005 $ $ $ $ Revenue from continuing operations 4 1,680,450 915,313 1,680,450 915,313 Other income 4 14,191 - 14,191 - Other expenses Marketing (468,804) (199,585) (468,804) (199,585) Administration (4,774,445) (3,277,340) (4,772,925) (3,657,340) Finance costs expense (506,686) (595,000) (506,686) (595,000) Exploration (34,880,908) (17,876,464) (34,650,805) (17,418,130) Loss before income tax expense (38,936,202) (21,033,076) (38,704,579) (20,954,742) Income tax expense 6 - - - - Net loss attributable to members of Ballarat Goldfields NL (38,936,202) (21,033,076) (38,704,579) (20,954,742) Cents Cents Basic loss per share 26 (3.70) (2.98) Diluted loss per share 26 (3.70) (2.98) The above income statements should be read in conjunction with the accompanying notes. 35 Annual Report 2006 > Financial Report Balance Sheets 2005 > 2006 As at 30 June 2006 Consolidated Parent Entity Notes 2006 2005 2006 2005 $ $ $ $ Current Assets Cash and cash equivalents 25,966,713 8,937,340 25,966,713 8,937,340 Receivables 7 1,241,024 520,225 1,241,024 520,225 Inventory 8 167,111 - 167,111 - Other 9 115,868 - 115,868 - Total Current Assets 27,490,716 9,457,565 27,490,716 9,457,565 Non Current Assets Receivables 10 - - 841,130 550,511 Investments 11 - - 70,005 70,005 Property, plant and equipment 12 31,228,345 4,911,052 30,979,432 4,660,779 Exploration 13 1,086,063 874,145 931,063 779,500 Intangible assets 14 171,636 - 171,636 - Total Non Current Assets 32,486,044 5,785,197 32,993,266 6,060,795 Total Assets 59,976,760 15,242,762 60,483,982 15,518,360 Current Liabilities Accounts payable 15 9,537,544 6,783,589 9,537,544 6,783,589 Borrowings 16 234,530 50,868 234,530 50,868 Provisions 17 370,662 215,445 370,662 215,445 Other 18 5,292 45,182 5,292 45,182 Total Current Liabilities 10,148,028 7,095,084 10,148,028 7,095,084 Non Current Liabilities Borrowings 19 985,041 139,780 985,041 139,780 Provisions 20 572,864 379,500 572,864 379,500 Total Non Current Liabilities 1,557,905 519,280 1,557,905 519,280 Total Liabilities 11,705,933 7,614,364 11,705,933 7,614,364 Net Assets 48,270,827 7,628,398 8,778,049 7,903,996 Equity Contributed equity 21 188,261,861 108,750,280 188,261,861 108,750,280 Reserves 22 (a) 1,236,273 1,169,224 1,236,273 1,169,224 Accumulated losses 22 (b) (141,227,307) (102,291,106)(140,720,085)(102,015,508) Total Equity 48,270,827 7,628,398 48,778,049 7,903,996 The above balance sheets should be read in conjunction with the accompanying notes. > Financial Report Statements of Changes in Equity 2005 > 2006 For the year ended 30 June 2006 Consolidated Parent Entity Notes 2006 2005 2006 2005 $ $ $ $ Total equity at the beginning of the financial year 7,628,398 1,580,529 7,903,996 1,777,793 Loss for the year (38,936,202) (21,033,076) (38,704,579) (20,954,742) Total recognised income and expense for the year (38,936,202) (21,033,076) (38,704,579) (20,954,742) Transactions with equity holders in their capacity as equity holders: Employee share options 32 182,417 648,240 182,417 648,240 Contributions of equity, net of transaction costs 21 79,396,215 26,432,705 79,396,215 26,432,705 Total equity at the end of the financial year 48,270,827 7,628,398 48,778,049 7,903,996 The above statements of changes in equity should be read in conjunction with the accompanying notes. > Financial Report Cash Flow Statements 2005 > 2006 For the year ended 30 June 2006 Consolidated Parent Entity Notes 2006 2005 2006 2005 $ $ $ $ Cash flows from operating activities Exploration expenditure (33,056,498) (15,440,474) (32,765,879) (15,154,213) Payments to suppliers and employees (2,925,699) (2,109,409) (2,925,699) (2,109,409) (35,982,197) (17,549,883) (35,691,578) (17,263,622) Interest received 1,595,998 915,313 1,595,998 915,313 Interest paid (1,034,512) - (1,034,512) - Net cash outflow from operating activities 28 (35,420,711) (16,634,570) (35,130,092) (16,348,309) Cash flows from investing activities Payments for property, plant and equipment (26,983,404) (2,003,849) (26,983,404) (2,003,849) Payments for acquisition of tenements - (200,000) - (400,000) Loans to controlled entities - - (290,619) (286,261) Repayment of loans to controlled entities - - - 200,000 Proceeds from sale of property, plant and equipment 37,273 - 37,273 - Net cash outflow from investing activities (26,946,131) (2,203,849) (27,236,750) (2,490,110) Cash flows from financing activities Proceeds from the issues of share and other equity securities 84,030,465 28,184,755 84,030,465 28,184,755 Costs associated with issue of shares and other equity securities (4,634,250) (1,752,051) (4,634,250) (1,752,051) Proceeds from borrowings 12,000,000 - 12,000,000 - Repayment of borrowings (12,000,000) - (12,000,000) - Net cash inflow from financing activities 79,396,215 26,432,704 79,396,215 26,432,704 Net increase (decrease) in cash held 17,029,373 7,594,285 17,029,373 7,594,285 Cash at the beginning of the financial year 8,937,340 1,343,055 8,937,340 1,343,055 Cash at the end of the financial year 25,966,713 8,937,340 25,966,713 8,937,340 The above cash flow statements should be read in conjunction with the accompanying notes. NOTE 1 > SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Ballarat Goldfields NL as an individual entity and the consolidated entity consisting of Ballarat Goldfields NL and its subsidiaries. (a) Basis of preparation This general purpose financial report has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRSs), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. > Compliance with IFRSs Australian Accounting Standards include AIFRSs. Compliance with AIFRSs ensures that the consolidated financial statements and notes of Ballarat Goldfields NL comply with International Financial Reporting Standards (IFRSs). The parent entity financial statements and notes also comply with IFRSs except that it has elected to apply the relief provided to parent entities in respect of certain disclosure requirements contained in AASB 132 Financial Instruments: Presentations and Disclosure. > Application of AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards These financial statements are the first Ballarat Goldfields NL financial statements to be prepared in accordance with AIFRSs. AASB 1 First time Adoption of Australian Equivalents to International Financial Reporting Standards has been applied in preparing these financial statements. Financial statements of Ballarat Goldfields NL until 30 June 2005 have been prepared in accordance with previous Australian Generally Accepted Accounting Principles (AGAAP). AGAAP differs in certain respects from AIFRS. When preparing the Ballarat Goldfields NL financial statements, management has amended certain accounting, valuation and consolidation methods applied in the AGAAP financial statements to comply with AIFRS. Reconciliations and descriptions of the effect of transition from previous AGAAP to AIFRSs on the Group's equity and its net income are given in Note 34. > Early adoption of standards The Group has elected to apply AASB119 Employee Benefits (issued in December 2004) to the annual reporting period beginning 1 July 2005. This includes applying AASB 119 to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. There was no impact from the application of AASB 119. > Historical cost convention These financial statements have been prepared under the historical cost convention. > Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The area involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. (b) Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments. (c) Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and tested annually for impairment. Depreciable assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Prior to the establishment of a cash generating unit assets are assessed for impairment against the total project value. (d) Restoration, rehabilitation and environmental expenditure Environmental obligations associated with the retirement or disposal of long lived assets will be recognised when the disturbance occurs and is based on the extent of damage incurred. The provision is measured as the present value of the future expenditure and a corresponding rehabilitation asset is also recognised. On an ongoing basis, the rehabilitation liability will be re-measured in line with the changes in the time value of money (recognised as an expense in the statement of financial performance and an increase in the provision), and additional disturbances will be recognised as additions to a corresponding asset and rehabilitation liability. The rehabilitation asset will be accounted for in accordance with the accounting policy applicable to the asset to which it relates (i.e. Exploration and Evaluation). (e) Equity-based compensation benefits Equity-based compensation will be recognised as an expense in respect of the services received. > Share options granted before 7 November 2002 and/or vested before 1 January 2005 No expense is recognised in respect of these options. The shares are recognised when the options are exercised and the proceeds received allocated to share capital. > Share options granted after 7 November 2002 and vested after 1 January 2005 The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the options, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. There are no market conditions attached to the options. On the exercise of options, the balance of the share based payments reserve relating to those options is transferred to share capital and the proceeds received, net of any directly attributable transactions costs are credited to share capital. (f) Basis of consolidation The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Ballarat Goldfields NL as at 30 June 2006 and the results of all controlled entities for the year then ended. Ballarat Goldfields NL and its controlled entities together are referred to in this financial report as the Group or the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full. Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 1 (h)). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The Company has elected to utilise the exemption available under AASB 1 First Time Adoption of AIFRS AASB 3 Business Combinations to grandfather pre-AIFRS business combinations. Investments in subsidiaries are accounted for at cost in the individual financial statements of Ballarat Goldfields NL. (g) Exploration and evaluation expenditure For each area of interest, expenditure incurred in the exploration for and evaluation of mineral resources shall be expensed as incurred unless the following conditions are met: * the Company has a right to tenure; * the Company is able to make a reasonable assessment of the existence of economically recoverable Reserves or Indicated Resources; and * active and significant operations in the area of interest are continuing. Expenditure on the acquisition of mining tenements and other such rights are capitalised when incurred and carried as assets while they remain current. Each area of interest is reviewed for impairment at each reporting date and accumulated costs are written off to the income statement to the extent that they will not be recoverable in the future or are impaired. If it is established subsequently that economically recoverable Reserves or Indicated Resources exist in a particular area of interest, resulting in the decision to develop a commercial mining operation, then in that year the accumulated expenditure attributable to that area, to the extent that it does not exceed the recoverable amount of the area concerned, will be transferred to mine development. As such it will be subsequently amortised against production from that area. (h) Acquisitions of assets The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition. (i) Property, plant and equipment Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measure reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is applied in respect of all fixed assets excluding freehold land and is calculated using the straight line method. Capitalised exploration expenditure is not amortised until production commences. Leased assets are depreciated over the period of the lease or estimated useful life, whichever is shorter, using the straight line method. The expected useful lives are as follows: Buildings 40 years Plant and equipment 5 - 20 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. (note 1(c)) Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the income statement. (j) Inventories Raw materials and stores, work in progress and finished goods are valued at the lower of cost and net realisable value. Costs comprise direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure which are assigned to inventory on hand by the method most appropriate to each particular class of inventory. The majority of costs are assigned to individual items of stock on the basis of weighted average costs. During the exploration and development phase, where the cost of extracting the ore exceeds the likely recoverable amount, work in progress inventory is written down to a nil value. (k) Hire purchase and finance of non current assets Where non current assets are acquired by means of hire purchase agreements or chattel mortgage the cost price of that equipment is established as an asset and amortised on a straight line basis over its useful life. A corresponding liability is also established and each hire purchase repayment is allocated between such liability and interest expense. (l) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. (m) Employee benefits > Wages, salaries and annual leave Liabilities for wages and salaries and annual leave are recognised in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. No provision is made for sick leave. > Long Service Leave A liability for long service leave is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service and appropriate discounting of future payments. (n) Earnings per share > Basic earnings per share Basic earnings per share is determined by dividing net loss after income tax attributable to members by the weighted average number of ordinary shares outstanding during the financial year. > Diluted Earnings per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (o) Trade and other creditors These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are unsecured. (p) Receivables Receivables are recognised as amounts outstanding on various contracts as at balance date. Settlement of such amounts occurs within the terms of the contracts and in the case of trade debtors occurs within 30 days of recognition. Collectibility of receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the income statement. (q) Interest income recognition Interest revenue is recognised on an effective interest basis. (r) Finance costs Finance costs are recognised as expenses in the period in which they are incurred. Finance costs include interest on bank overdrafts and short term and long term borrowings, finance lease charges and certain exchange rate differences arising from foreign currency borrowings. (s) Interest bearing liabilities and borrowings Convertible instruments that are convertible to ordinary shares at the discretion of the lender are classified as interest bearing liabilities. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. (t) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. (u) Intangible assets Licences have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost of the licences over their estimated useful life. (v) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of the acquisition of the asset or part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with receivables or payables in the balance sheet. Cash flows are presented on a net basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow. (w) New accounting standards and UIG interpretations Certain new accounting standards and UIG interpretations have been published that are not mandatory for 30 June 2006 reporting periods. The Group's assessment of the impact of these new standards and interpretations is set out below. > UIG 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds The Group does not have interests in decommissioning, restoration and environmental rehabilitation funds. This interpretation will not affect the Group's financial statements. (x) Income tax Tax effect accounting has been adopted, whereby tax expense is calculated on pre tax accounting profits adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. The income tax benefit relating to tax losses is not carried forward as an asset unless realisation of the benefit is probable. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. NOTE 2 > RISK MANAGEMENT (a) Credit Risk The Group has no concentration of credit risk. The credit risk on financial assets of the consolidated entity which have been recognised on the balance sheet is generally the carrying amount, net of any provision for doubtful debts. (b) Interest Rate Risk The Group's exposure to interest rate risk only applies to hire purchase liabilities of $1,218,761 (2005: $190,648) and term deposits of $21,658,014 (2005: $ nil). The effective interest rate on the hire purchase liabilities are at fixed rates between 8% to 9% (2005: 8.25%) over the life of the hire purchase agreements and term deposits is a fixed rate of 5.75% maturing monthly (2005: 0%). All other financial instruments of the consolidated entity are non-interest bearing. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash. As the Group is an emerging producer and at balance date not producing self sustaining cash flows from gold sales, the Group maintains the capacity to raise additional funds through the equity markets or debt financing. NOTE 3 > CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal actual results. There are no estimates, assumptions or critical judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Group continues to apply its accounting policy (refer note 1(g)) of only capitalising exploration and subsequent capital development expenditure when it relates to an Indicated Resource or Reserve. As described in the Directors' Report, the continued success of our exploration drilling program will allow the Group to commence capitalisation of expenditure as we transfer ounces from Exploration Potential to Resource. Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 4 > REVENUE AND OTHER INCOME Interest received 1,680,450 915,313 1,680,450 915,313 Net gain on disposal of property, plant and equipment 1 4,191 - 14,191 - 1,694,641 915,313 1,694,641 915,313 NOTE 5 > EXPENSES Loss before income tax includes the following specific expenses: Depreciation & amortisation Land and buildings 6,814 3,956 5,454 2,589 Plant and equipment 142,712 31,931 142,712 31,931 Leased assets 85,794 44,747 85,794 44,747 Intangible assets 2,909 - 2,909 - Total depreciation & amortisation expense 238,229 80,634 236,869 79,267 Finance costs expense 506,686 595,000 506,686 595,000 Employee benefits 4,090,497 2,582,130 3,962,133 2,564,985 Write down of loans to controlled entities - - - 264,943 Write down of exploration expenditure - 435,650 - - Write down of investment in controlled entities - - - 380,000 NOTE 6 > INCOME TAX Loss from continuing operations before income tax expense (38,936,202) (21,033,076) (38,704,579) (20,954,742) Tax at the Australian tax rate of 30% (2005 - 30%) (11,680,861) (6,309,923) (11,611,374) (6,286,423) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Amortisation of intangibles 873 - 873 - Share based payments 54,725 - 54,725 - Debt forgiveness - - - 264,943 (11,625,263) (6,309,923) (11,555,776) (6,021,480) Unrecognised deferred tax assets 11,625,263 6,309,923 11,555,776 6,021,480 Income tax expense - - - - Deferred tax liabilities that have arisen in the course of normal operations have been offset against unutilised deferred tax assets and as such have not been shown separately. At 30 June 2006, the Group had accumulated revenue tax losses of approximately $78 million (2005: $39 million) resulting from its operations. The parent entity has accumulated revenue tax losses of approximately $74 million (2005: $35 million) resulting from its operations. In addition, the Group has capital tax losses of approximately $30 million (2005: $30 million). Deferred tax assets of approximately $23 million (2005: $12 million), based on a corporate tax rate of 30%, attributed to revenue tax losses, has not been brought to account but may be realised if: (i) the economic entity derives future profits of a nature and amount sufficient to enable the benefit of losses to be realised; (ii) the economic entity continues to comply with the conditions of deductibility imposed by tax legislation; and (iii) legislation does not change in a manner which would adversely affect the realisation of the benefit of losses by the economic entity. Tax Consolidations The economic entity has made no decision on whether to implement the tax consolidations legislation. Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 7 > CURRENT ASSETS - RECEIVABLES Other debtors 1,241,024 520,225 1,241,024 520,225 1,241,024 520,225 1,241,024 520,225 Other debtors is primarily the GST recoverable from the taxation authority (refer note 1(v)). NOTE 8 > CURRENT ASSETS - INVENTORY Finished goods - at net realisable value 167,111 - 167,111 - 167,111 - 167,111 - Inventories recognised as expense during the year ended 30 June 2006 amounted to nil (2005: nil). Inventory on hand at 30 June 2006 was produced as part of the plant commissioning. NOTE 9 > CURRENT ASSETS - OTHER Prepayments 115,868 - 115,868 - 115,868 - 115,868 - NOTE 10 > NON CURRENT ASSETS - RECEIVABLES Unsecured loans - controlled entities - - 841,130 550,511 - - 841,130 550,511 Unsecured loans to controlled entities are non interest bearing. NOTE 11 > NON CURRENT ASSETS - INVESTMENTS Ballarat Goldfields NL shares in controlled entities which are unquoted and comprise: Share Class Equity Holding Cost Ordinary 2006 2005 2006 2005 % % $ $ Controlled Entities: New Resources Pty Ltd 100 100 3 3 Berringa Resources Pty Ltd 100 100 2 2 Ballarat West Goldfields Pty Ltd 100 100 450,000 450,000 Corpique 21 Pty Ltd 100 100 27,242,759 27,242,759 Investment at cost 27,692,764 27,692,764 Provision for dimunition (27,622,759) (27,622,759) 70,005 70,005 All controlled entities are incorporated in Australia. Ballarat West Goldfields Pty Ltd, Corpique 21 Pty Ltd, Berringa Resources Pty Ltd and New Resources Pty Ltd are small proprietary companies and are not required to prepare financial statements. Consequently no individual audit reports have been issued for them. The ultimate parent entity in the wholly owned group is Ballarat Goldfields NL. NOTE 12 > NON CURRENT ASSETS - PROPERTY, PLANT & EQUIPMENT Assets under Land and Plant and Leased plant Total Consolidated construction buildings equipment and equipment $ $ $ $ $ At 1 July 2004 Cost - 259,501 83,826 131,135 474,462 Accumulated depreciation - (7,861) (55,715) (18,028) (81,604) Net book amount - 251,640 28,111 113,107 392,858 Year ended 30 June 2005 Opening net book amount - 251,640 28,111 113,107 392,858 Additions 3,745,986 576,274 179,479 97,089 4,598,828 Depreciation - (3,956) (31,931) (44,747) (80,634) Closing net book amount 3,745,986 823,958 175,659 165,449 4,911,052 As at 30 June 2005 Cost 3,745,986 835,775 263,305 228,224 5,073,290 Accumulated depreciation - (11,817) (87,646) (62,775) (162,238) Net book amount 3,745,986 823,958 175,659 165,449 4,911,052 Year ended 30 June 2006 Opening net book amount 3,745,986 823,958 175,659 165,449 4,911,052 Additions 23,485,861 378,255 1,652,656 1,058,923 26,575,695 Disposals - - - (23,082) (23,082) Depreciation - (6,814) (142,712) (85,794) (235,320) Closing net book amount 27,231,847 1,195,399 1,685,603 1,115,496 31,228,345 As at 30 June 2006 Cost 27,231,847 1,214,029 1,915,962 1,238,112 31,599,950 Accumulated depreciation - (18,630) (230,359) (122,616) (371,605) Net book amount 27,231,847 1,195,399 1,685,603 1,115,496 31,228,345 Assets under Land and Plant and Leased plant Total Parent construction buildings equipment and equipment $ $ $ $ $ At 1 July 2004 Cost - - 83,826 131,135 214,961 Accumulated depreciation - - (55,715) (18,028) (73,743) Net book amount - - 28,111 113,107 141,218 Year ended 30 June 2005 Opening net book amount - - 28,111 113,107 141,218 Additions 3,745,986 576,274 179,479 97,089 4,598,828 Depreciation - (2,589) (31,931) (44,747) (79,267) Closing net book amount 3,745,986 573,685 175,659 165,449 4,660,779 As at 30 June 2005 Cost 3,745,986 576,274 263,305 228,224 4,813,789 Accumulated depreciation - (2,589) (87,646) (62,775) (153,010) Net book amount 3,745,986 573,685 175,659 165,449 4,660,779 Year ended 30 June 2006 Opening net book amount 3,745,986 573,685 175,659 165,449 4,660,779 Additions 23,485,861 378,255 1,652,656 1,058,923 26,575,695 Disposals - - - (23,082) (23,082) Depreciation - (5,454) (142,712) (85,794) (233,960) Closing net book amount 27,231,847 946,486 1,685,603 1,115,496 30,979,432 As at 30 June 2006 Cost 27,231,847 954,529 1,915,962 1,238,112 31,340,450 Accumulated depreciation - (8,043) (230,359) (122,616) (361,018) Net book amount 27,231,847 946,486 1,685,603 1,115,496 30,979,432 Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 13 > NON CURRENT ASSETS - EXPLORATION Opening balance at 1 July 874,145 904,794 779,500 174,499 Write-down of exploration - (435,650) - - Additions 211,918 605,001 151,563 605,001 Disposals - (200,000) - - Closing balance at 30 June 1,086,063 874,145 931,063 779,500 These amounts reflect, to the best of the Company's knowledge, a cost of acquisition of the exploration and evaluation properties. NOTE 14 > NON CURRENT ASSETS - INTANGIBLE ASSETS Opening balance at 1 July - - - - Acquisition of forestry licence 174,545 - 174,545 - Accumulated amortisation (2,909) - (2,909) - Closing net book amount at 30 June 171,636 - 171,636 - The forestry licence borders the Ballarat East mine site and provides an environmental buffer to the Ballarat community. The area is currently planted with pine trees that are available for commercial harvesting as per the terms of the licence. The licence is being amortised over its useful life of 15 years. NOTE 15 > CURRENT LIABILITIES - ACCOUNTS PAYABLE Trade payables 9,281,284 6,673,586 9,281,284 6,673,586 Other payables 256,260 110,003 256,260 110,003 9,537,544 6,783,589 9,537,544 6,783,589 NOTE 16 > CURRENT LIABILITIES - BORROWINGS Secured Hire purchase liability (Note 25(b)) 234,530 50,868 234,530 50,868 234,530 50,868 234,530 50,868 The effective interest rate on the hire purchase liabilities are at fixed rates between 8% to 9% (2005: 8.25%) over the life of the hire purchase agreements. The carrying amounts and fair values of hire purchase liabilities are the same. Credit standby arrangements: Total finance facilities - 17,000,000 - 17,000,000 Used at balance date - - - - Unused at balance date - 17,000,000 - 17,000,000 A finance facility agreement was entered into on 10 June 2005. $12 million was drawn down from the facility during the current period and the facility was closed out on 24 April 2006. NOTE 17 > CURRENT LIABILITIES - PROVISIONS Employee benefits - annual leave 305,583 158,644 305,583 158,644 Employee benefits - long service leave 65,079 56,801 65,079 56,801 370,662 215,445 370,662 215,445 Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 18 > CURRENT LIABILITIES - OTHER Unclaimed monies 5,292 45,182 5,292 45,182 5,292 45,182 5,292 45,182 NOTE 19 > NON CURRENT LIABILITIES - BORROWINGS Hire purchase liability (Note 25(b)) 985,041 139,780 985,041 139,780 985,041 139,780 985,041 139,780 The effective interest rate on the hire purchase liabilities are at fixed rates between 8% to 9% (2005: 8.25%) over the life of the hire purchase agreements. The carrying amounts and fair values of hire purchase liabilities are the same. NOTE 20 > NON CURRENT LIABILITIES - PROVISIONS Rehabilitation 568,238 379,500 568,238 379,500 Employee benefits - long service leave 4,626 - 4,626 - 572,864 379,500 572,864 379,500 A provision of $568,238 exists at 30 June 2006 in repect of the Group's obligation to rehabilitate any of the Group's exploration sites upon closure of the sites in accordance with State environmental regulatory requirements, using technology and materials that are currently available. The provision for rehabilitation has been calculated using a mine life of 20 years and a discount rate of 7%. Movements in the rehabilitation provision during the financial year are set out below: Consolidated Parent Entity 2006 2006 $ $ Carrying amount at start of year 379,500 379,500 Amounts capitalised 151,564 151,564 Discounting 37,174 37,174 Closing amount at end of year 568,238 568,238 NOTE 21 > EQUITY - CONTRIBUTED EQUITY Parent Entity Parent Entity 2006 2005 2006 2005 Shares Shares $ $ Share capital Ordinary shares Fully paid 1,188,153,935 793,907,022 188,206,761 108,695,180 Fully paid - forfeited - - 55,100 55,100 1,188,153,935 793,907,022 188,261,861 108,750,280 Ballarat Goldfields N.L. 48 NOTE 21 > EQUITY - CONTRIBUTED EQUITY (CONTINUED) Movements in ordinary share capital: Number of Shares Issue Price $ $ Opening balance at 1 July 2004 488,944,440 82,317,576 Issue of Ordinary shares: 7/7/04 73,300,000 0.095 6,963,500 Issue of Ordinary shares: 9/8/04 224,897,776 0.090 20,240,800 Less Issue Costs: - - (1,752,051) Exercise of Options: 6/9/04 166,666 0.047 7,867 Exercise of Options: 6/9/04 66,965 0.150 10,045 Exercise of Options: 12/10/04 27,235 0.150 4,085 Exercise of Options: 10/11/04 4,704 0.150 706 Exercise of Options: 1/2/05 166,666 0.047 7,867 Exercise of Options: 1/2/05 73,849 0.150 11,077 Exercise of Options: 12/4/05 356,659 0.150 53,499 Exercise of Options: 30/6/05 5,902,062 0.150 885,310 Balance at 30 June 2005 793,907,022 108,750,280 Movements in ordinary share capital: Number of Shares Issue Price $ $ Opening balance at 1 July 2005 793,907,022 108,750,280 Exercise of Options: 15/7/05 4,201,688 0.150 630,253 Exercise of Options: 10/8/05 11,068,035 0.150 1,660,205 Exercise of Options: 1/9/05 2,047,450 0.150 307,118 Exercise of Options: 20/9/05 39,532,694 0.150 5,929,904 Exercise of Options: 23/9/05 32,890,392 0.150 4,933,559 Exercise of Options: 10/10/05 128,726,043 0.150 19,308,906 Issue of Ordinary shares: 28/11/05 150,000,000 0.300 45,000,000 Less Issue Costs: - - (4,520,007) Exercise of Employee Options: Funds received 20/1/06 333,333 0.173 57,500 Transfer from share based payments reserve 20/1/06 - - 29,666 Issue of Ordinary shares: 21/2/06 1,855,999 0.250 464,000 Exercise of Options: Funds received 24/3/06 1,250,000 0.150 187,500 Transfer from share based payments reserve 24/3/06 - - 75,000 Exercise of Employee Options: Funds received 24/3/06 166,667 0.047 7,867 Transfer from share based payments reserve 24/3/06 - - 10,700 Issue of Ordinary shares: 26/4/06 22,174,612 0.250 5,543,653 Less Issue Costs: - - (114,242) Balance at 30 June 2006 1,188,153,935 188,261,861 Ordinary Shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Options Details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in Note 32. > Financial Report Notes to the Financial Statements 2005 > 2006 30 June 2006 Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 22 > RESERVES AND RETAINED LOSSES (a) Reserves Share based payments reserve 1,236,273 1,169,224 1,236,273 1,169,224 1,236,273 1,169,224 1,236,273 1,169,224 Movements: Balance 1 July 1,169,224 520,983 1,169,224 520,983 Option expense 182,417 648,241 182,417 648,241 Transfer to share capital (options exercised) (115,368) - (115,368) - Balance 30 June 1,236,273 1,169,224 1,236,273 1,169,224 The share based payments reserve is used to recognise the fair value of options issued but not exercised. (b) Accumulated losses Movements in accumulated losses were as follows: Balance 1 July (102,291,106) (81,258,030) (102,015,508) (81,060,766) Net loss for the year (38,936,202) (21,033,076) (38,704,579) (20,954,742) Balance 30 June (141,227,307) (102,291,106) (140,720,085) (102,015,508) NOTE 23 > REMUNERATION OF AUDITORS Total amount receivable by the auditors PricewaterhouseCoopers Australian Firm, for: a) audit of the consolidated statutory financial statements 30,500 22,350 30,500 22,350 b) review of statutory half yearly ASX report 19,700 10,500 19,700 10,500 d) other audit related work - - - - 50,200 32,850 50,200 32,850 NOTE 24 > CONTINGENT LIABILITIES AND CONTINGENT ASSETS Ballarat Goldfields NL's bankers have guaranteed $1,082,000 (2005: $379,500) in the event that the Company is called upon to rehabilitate any of the entity's exploration sites. The guarantee is secured against cash deposits, land and buildings. As part of the Company's objective to refocus on gold, its technology subsidiary Oztrak was sold in January 2003. The terms of the sale entitles Ballarat Goldfields NL to 55% (less costs up to 15%) of the proceeds recovered from the substantial claim against BSK GmbH Germany which is yet to be settled. As a result of the sale of Highlake Resources NL which held tenements at Campbelltown, Maryborough and Dunolly during 2004, Ballarat Goldfields NL is entitled to receive a 1% royalty of any gold recovered from these tenements at no future cost to Ballarat Goldfields NL. There are no other contingent liabilities or assets at the date of this report. Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ NOTE 25 > COMMITMENTS (a) Lease commitments The Company has no finance leases outstanding at 30 June 2006 (2005: Nil). (b) Commercial financial commitments Commitments in relation to hire purchase agreements are payable as follows: Within one year 328,758 67,985 328,758 67,985 Later than one year but not later than five years 1,128,672 153,529 1,128,672 153,529 Later than five years - - - - Minimum lease payments 1,457,430 221,514 1,457,430 221,514 Future finance charges (237,859) (30,866) (237,859) (30,866) Recognised as a liability 1,219,571 190,648 1,219,571 190,648 Representing hire purchase liabilities: Current (Note 16) 234,530 50,868 234,530 50,868 Non current (Note 19) 985,041 139,780 985,041 139,780 1,219,571 190,648 1,219,571 190,648 The Group's commercial finance agreements include commercial hire purchase agreements for motor vehicles and mobile equipment with a carrying amount of $1,115,496 (2005: $165,449) under agreements expiring 3 to 5 years. (c) Mineral tenement leases In order to maintain current rights of tenure to mining tenements, Ballarat Goldfields NL will be required to outlay the following amounts in respect of tenement lease rentals and to meet the minimum expenditure requirements of the Department of Primary Industries. These obligations are expected to be fulfilled in the normal course of operations. Mining interests may be relinquished or joint ventured to reduce this amount. The Department of Primary Industries has the authority to defer, waive or amend the minimum expenditure requirements. Not later than one year 1,884,056 1,553,100 1,816,237 1,490,400 Later than one year but not later than five years 7,536,224 6,212,400 7,264,947 5,961,600 9,420,280 7,765,500 9,081,184 7,452,000 (d) Remuneration commitments Commitments for the payment of salaries and other remuneration under long-term employment contracts in existence at the reporting date but not recognised as liabilities, payable: Within one year 600,000 275,000 600,000 275,000 Later than one year and not later than five years 534,212 137,500 534,212 137,500 Later than five years - - - - 1,134,212 412,500 1,134,212 412,500 Amounts disclosed as remuneration commitments include commitments arising from the service contracts of Key Management Personnel referred to in section C of the Remuneration Report that are not recognised as liabilities and are not included in the Key Management Personnel compensation. NOTE 26 > LOSS PER SHARE 2006 2005 Basic loss per share (cents per share) (3.70) (2.98) Diluted loss per share (cents per share) (3.70) (2.98) Weighted average number of ordinary shares on issue used in the calculation of basic loss per share. 1,051,274,143 706,432,379 Weighted average number of ordinary shares and potential ordinary shares used in calculating diluted earnings per share. 1,076,524,143 950,565,349 The earnings used in the calculation of basic loss per share is the net loss for the year of $38,936,202 (2005: loss of $21,033,076). As at 30 June 2006, the Company had on issue 25,250,000 (2005: 244,132,970) options over unissued capital exercisable and no partly paid shares (2005: nil). The options have not been included in the determination of basic loss per share and have been included in the determination of diluted loss per share. NOTE 27 > FINANCIAL REPORTING BY SEGMENTS The consolidated entity operates predominantly in the mineral exploration industry. Details of the Group's mineral exploration activities are set out in the Review of Operations. Each company within the consolidated entity operates within the one geographic area, being Australia. NOTE 28 > RECONCILIATION OF OPERATING LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ Operating Loss after income tax (38,936,202) (21,033,076) (38,704,579) (20,954,742) Depreciation and amortisation 238,229 80,634 236,869 79,267 Non cash employee benefits expense 182,417 648,241 182,417 648,241 (Increase) decrease in receivables (836,667) (509,491) (836,666) (509,491) Write down of property plant & equipment - - - - Write down of loans to controlled entities - - - 264,943 Write down of investment in controlled entities - - - 380,000 Write down of exploration expenditure - 435,650 - - (Gain) loss on sale of plant & equipment - - - - (Increase) decrease in inventory (167,111) 458 (167,111) 458 Increase (decrease) in provisions 159,844 98,109 159,844 98,109 (Decrease) increase in operating trade creditors 3,832,412 3,644,906 3,892,767 3,644,906 (Decrese) increase in other operating liabilities 106,367 - 106,367 - Net cash outflow from operating activities (35,420,711) (16,634,569) (35,130,092) (16,348,309) NOTE 29 > KEY MANAGEMENT PERSONNEL DISCLOSURES (a) Directors The following persons were Directors of Ballarat Goldfields NL during the financial year: * Alister Maitland - Non Executive Chairman and was appointed to the Board on 22 July 2005 and was appointed as Non Executive Chairman on 1 August 2006 * Richard Laufmann - Managing Director * Wojciech Ozga - Director of Operations and was appointed to the Board on 16 June 2006 * Mike Etheridge - Non Executive Director * Colin Smith - Resigned as Chairman and Non Executive Director on 31 July 2006 NOTE 29 > KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED) (b) Other Key Management Personnel The following persons also have authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: * Amber Rivamonte - Company Secretary/Financial Controller * Joel Forwood - Manager Corporate and Markets * Steven Olsen - Chief Geologist All of the above persons were also Key Management Personnel during the year ended 30 June 2005 and are all employees of Ballarat Goldfields NL. (c) Key management personnel compensation Consolidated Parent Entity 2006 2005 2006 2005 $ $ $ $ Short term employee benefits 1,350,062 822,679 1,350,062 822,679 Post employment benefits 109,275 72,242 109,275 72,242 Share based payments 108,462 134,233 108,462 134,233 1,567,799 1,029,154 1,567,799 1,029,154 The Company has taken advantage of the relief provided by the Corporations Regulations CR2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' report. The relevant information can be found in sections A-C of the remuneration report. (d) Equity instrument disclosures relating to Key Management Personnel i. Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in section D of the remuneration report. ii. Option holdings The number of options over ordinary shares in the Company held during the financial year by each Group Director of Ballarat Goldfields NL and Other Key Management Personnel of the Group, including their related parties, are set out below. 2006 Balance at Exercise of Granted Other Balance at Vested & the start options during the changes the end of exercisable of the year year as during the year at the end remuneration the of the year Name year Directors Colin 5,805,717 2,805,717 - - 3,000,000 3,000,000 Smith Richard Laufmann 8,000,000 1,000,000 - - 7,000,000 7,000,000 Mike 1,000,000 - - - 1,000,000 1,000,000 Etheridge Alister - - - - - - Maitland Wojciech - - 1,500,000 - 1,500,000 500,000 Ozga Other Key Management Personnel Steven 1,548,000 48,000 - - 1,500,000 1,500,000 Olsen Amber 1,000,000 - - - 1,000,000 1,000,000 Rivamonte Joel 1,000,000 - - - 1,000,000 333,333 Forwood Richard Laufmann, Colin Smith and Steven Olsen options were exercised during the period as part of their entitlements for participating in the July 2004 Rights Issue prospectus. There were 4,020,383 shares issued upon the exercise of options for Directors or Key Management Personnel of the Group during the financial year. 2005 Balance at Exercise Granted Other Balance at Vested & the start of during the changes the end of exercisable of the year options year as during the the year at the end remuneration year of the year Name Directors Colin Smith 3,000,000 - - 2,805,717 5,805,717 4,805,717 Richard Laufmann 7,000,000 - - 1,000,000 8,000,000 5,666,666 Mike Etheridge - - 1,000,000 - 1,000,000 666,666 Other Key Management Personnel Steven Olsen 1,500,000 - - - 1,500,000 1,000,000 Amber Rivamonte 1,000,000 - - - 1,000,000 666,666 Joel Forwood - - 1,000,000 - 1,000,000 333,333 iii. Share holdings The number of shares in the Company held during the financial year by each Director and each of the Key Management Personnel of the Group, including related entities, are set out below: 2006 Balance at Exercise of Other net Balance at the start of options changes during the end of Name the year the year the year Directors Colin Smith 9,820,008 2,805,717 - 12,625,725 Richard Laufmann 4,777,164 1,000,000 (800,000) 4,977,164 Mike Etheridge 300,000 - - 300,000 Alister Maitland - - - - Wojciech Ozga - - 720,000(1) 720,000 Other Key ManagementPpersonnel Steven Olsen 168,000 48,000 - 216,000 Amber Rivamonte - - - - Joel Forwood 50,000 - - 50,000 Richard Laufmann, Colin Smith and Steven Olsen options were exercised during the period as part of their entitlements for participating in the July 2004 Rights Issue prospectus. *Wojciech Ozga held 720,000 fully paid ordinary shares prior to joining Ballarat Goldfields NL on 1 September 2006. 2005 Balance at the Exercise Other net Balance at start of the of options changes during the end of Name year the year the year Directors Colin Smith 7,014,291 - 2,805,717 9,820,008 Richard Laufmann 3,777,164 - 1,000,000 4,777,164 Mike Etheridge - - 300,000 300,000 Other Key Management Personnel Steven Olsen 120,000 - 48,000 168,000 Amber Rivamonte 118,100 - (118,100) - Joel Forwood - - 50,000 50,000 (e) Other transactions with Key Management Personnel There were no related party transactions or loans with Directors or Other Key Management Personnel including related entities during the financial year or in the prior 2005 financial year. NOTE 30 > RELATED PARTIES TRANSACTIONS (a) Controlled Entities During the year Ballarat Goldfields NL, in the normal course of business, entered into transactions with controlled entities in the Ballarat Goldfields NL group (refer note 8 for details of controlled entities). The transactions and balances fall into the following categories: i. Aggregate amounts receivable from and payable to controlled entities, including amounts advanced or received by the parent entity - refer note 10. Parent entity amounts receivable from Berringa Resources Pty Ltd $795,517 and New Resources Pty Ltd $45,613 as at 30 June 2006. ii. External payments - Ballarat Goldfields NL also administers and settles most of the payments external to the Group, including salaries paid on behalf of the Group companies via a shared services arrangement. These transactions are recovered from the respective entities on a cost basis, and are settled through the intercompany accounts described above. During the period ended 30 June 2006, Berringa Resources Pty Ltd loaned amounts totalling $290,619 from the parent entity. (b) Key management personnel Disclosures relating to Key Management Personnel are set out in note 29. NOTE 31 > EVENTS OCCURING AFTER BALANCE DATE Since 30 June 2006, BGF has released to the market details of a new mine development plan. The new plan, outlined in the Director's Report, represents a significant change for the Company. Additional financing is being arranged to fund this accelerated development plan to set the Company direction for the next financial year. The financial impacts of these transactions have not been reflected within the financial statements. NOTE 32 > SHARE BASED PAYMENTS Expenses arising from share based payment transactions The amounts disclosed for the remuneration options is the assessed fair value at grant date of options granted. Fair values at grant date are independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and the expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Additional details relating to remuneration options are set out in the Remuneration Report. The model inputs for options granted during the year ended 30 June 2006 included: (a) Options are granted for no consideration, have a three year life, and one third are exercisable at any time, one third are exercisable after 30 September 2006 and one third are exercisable after 30 September 2007. (b) Exercise price: 25 cents. (c) Grant date: 2 September 2005 (d) Expiry date: 30 September 2008 (e) Share price at grant date: 25.5 cents (f) Expected price volatility of the Company's shares: 50% (g) Risk free cost of capital: 4.83% Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense were as follows: Consolidated Parent entity 2006 2005 2006 2005 $ $ $ $ Remuneration options 182,417 648,240 182,417 648,240 issued NOTE 33 NON CASH INVESTING AND FINANCING ACTIVITIES Consolidated Parent entity 2006 2005 2006 2005 $ $ $ $ Acquisition of plant and equipment by means of hire purchase agreements 1,058,923 97,089 1,058,923 97,089 Conversion of debt to equity 12,000,000 - 12,000,000 - Options issued to employees for no cash consideration are shown in note 29. Ballarat Goldfields N.L. 56 > Financial Report Notes to the Financial Statements 2005 > 2006 30 June 2006 NOTE 34 > EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRSs 1. Reconciliation of equity reported under previous Australian Generally Accepted Accounting Principles (AGAAP) to equity under Australian equivalents to IFRSs (AIFRS) (a) At the date of transition to AIFRS: 1 July 2004 Consolidated Parent Entity 1 July 2004 1 July 2004 Effect of Effect of Previous transition to Previous transition to AGAAP AIFRS AIFRS AGAAP AIFRS AIFRS Notes $ $ $ $ $ $ Current Assets Cash and cash equivalents 1,343,055 1,343,055 1,343,055 1,343,055 Receivables 10,734 10,734 10,734 10,734 Inventory 458 458 458 458 Total Current Assets 1,354,247 - 1,354,247 1,354,247 - 1,354,247 Non Current Assets Receivables - - 729,194 729,194 Investments - - 450,005 450,005 Property, plant and equipment 392,858 392,858 141,218 141,218 Exploration 4(b) 10,348,596 (9,443,802) 904,794 9,540,101 (9,365,602) 174,499 Total Non Current Assets 10,741,454 (9,443,802) 1,297,652 10,860,518 (9,365,602) 1,494,916 Total Assets 12,095,701 (9,443,802) 2,651,899 12,214,765 (9,365,602) 2,849,163 Current Liabilities Accounts payable 614,962 614,962 614,962 614,962 Borrowings 29,192 29,192 29,192 29,192 Provisions 117,336 117,336 117,336 117,336 Other 45,182 45,182 45,182 45,182 Total Current Liabilities 806,672 - 806,672 806,672 - 806,672 Non Current Liabilities Borrowings 90,198 90,198 90,198 90,198 Provisions 174,500 174,500 174,500 174,500 Total Non Current Liabilities 264,698 - 264,698 264,698 - 264,698 Total Liabilities 1,071,370 - 1,071,370 1,071,370 - 1,071,370 Net Assets 11,024,331 (9,443,802) 1,580,529 11,143,395 (9,365,602) 1,777,793 Equity Contributed equity 82,317,576 82,317,576 82,317,576 82,317,576 Reserves 4 (a) - 520,983 520,983 - 520,983 520,983 Accumulated losses 4(a) (b) (71,293,245) (9,964,785) (81,258,030)(71,174,181) (9,886,585)(81,060,766) Total Equity 11,024,331 (9,443,802) 1,580,529 11,143,395 (9,365,602) 1,777,793 57 Annual Report 2006 > Financial Report Notes to the Financial Statements 2005 > 2006 30 June 2006 NOTE 34 > EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRSs (CONTINUED) (b) At the end of the last reporting period under previous AGAAP: 30 June 2005 Consolidated Parent Entity 30 June 2005 30 June 2005 Effect of Effect of Previous transition to Previous transition to AGAAP AIFRS AIFRS AGAAP AIFRS AIFRS Notes $ $ $ $ $ $ Current Assets Cash and cash equivalents 8,937,340 8,937,340 8,937,340 8,937,340 Receivables 520,225 520,225 520,225 520,225 Inventory - - - - Total Current Assets 9,457,565 - 9,457,565 9,457,565 - 9,457,565 Non Current Assets Receivables - - 550,511 550,511 Investments - - 70,005 70,005 Property, plant and equipment 4,911,052 4,911,052 4,660,779 4,660,779 Exploration 4(b) 10,317,947 (9,443,802) 874,145 10,145,102 (9,365,602) 779,500 Total Non Current Assets 15,228,999 (9,443,802) 5,785,197 15,426,397 (9,365,602)6,060,795 Total Assets 24,686,564 (9,443,802) 15,242,762 24,883,962 (9,365,602)15,518,360 Current Liabilities Accounts payable 6,783,589 6,783,589 6,783,589 6,783,589 Borrowings 50,868 50,868 50,868 50,868 Provisions 215,445 215,445 215,445 215,445 Other 45,182 45,182 45,182 45,182 Total Current Liabilities 7,095,084 - 7,095,084 7,095,084 - 7,095,084 Non Current Liabilities Borrowings 139,780 139,780 139,780 139,780 Provisions 379,500 379,500 379,500 379,500 Total Non Current Liabilities 519,280 - 519,280 519,280 - 519,280 Total Liabilities 7,614,364 - 7,614,364 7,614,364 - 7,614,364 Net Assets 17,072,200 (9,443,802) 7,628,398 17,269,598 (9,365,602) 7,903,996 Equity Contributed equity 108,750,280 108,750,280 108,750,280 108,750,280 Reserves 4 (a) - 1,169,224 1,169,224 - 1,169,224 1,169,224 Accumulated losses 4(a) (b)(91,678,080) (10,613,026)(102,291,106) (91,480,682) (10,534,826)(102,015,508) Total Equity 17,072,200 (9,443,802) 7,628,398 17,269,598 (9,365,602) 7,903,996 Ballarat Goldfields N.L. 58 > Financial Report Notes to the Financial Statements 2005 > 2006 30 June 2006 NOTE 34 > EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRSs (CONTINUED) 2. Reconciliation of loss for the year ended 30 June 2005 Consolidated Parent Entity 30 June 2005 30 June 2005 Effect of Effect of Previous transition to Previous transition to AGAAP AIFRS AIFRS AGAAP AIFRS AIFRS Notes $ $ $ $ $ $ Revenue from continuing operations 915,313 915,313 915,313 915,313 Other expenses Marketing (199,585) (199,585) (199,585) (199,585) Administration 4 (a)(2,629,099) (648,241) (3,277,340) (3,009,099) (648,241)(3,657,340) Finance costs expense (595,000) (595,000) (595,000) (595,000) Exploration (17,876,464) (648,241)(17,876,464) (17,418,130) (648,241)(17,418,130) Loss before income tax expense (20,384,835) (648,241)(21,033,076) (20,306,501) (648,241)(20,954,742) Income tax expense - - - - Net loss attributable to members of Ballarat Goldfields NL (20,384,835) (648,241)(21,033,076) (20,306,501) (648,241)(20,954,742) 3. Reconciliation of cash flow statement for the year ended 30 June 2005 The adoption of AIFRSs has not resulted in any material adjustments to the cash flow statement. 4. Notes to the reconciliations (a) Share based Payment Under AASB 2 Share based Payment from 1 July 2004 the Group is required to recognise an expense for those options that were issued to employees after 7 November 2002. The effect of this is: i. At 1July 2004 For the Group there has been a decrease in retained earnings of $520,983 and a corresponding increase in reserves. ii. At 30 June 2005 For the Group there has been a decrease in retained earnings of $1,169,224 and a corresponding increase in reserves. iii. For the year ended 30 June 2005 For the Group there has been an increase in employee benefits expense of $648,241. (b) Exploration and evaluation expenditure The transition to AIFRS resulted in a change to the Group's Exploration and evaluation expenditure accounting policy (refer note 1(g)) so as to be in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, from 1 July 2004. Given the parameters set in AASB 6, the Company now capitalises exploration and evaluation expenditure only when they have Reserves or Indicated Resources, other than the cost of acquiring mining tenements which are capitalised and recognised at cost. Under the previous AGAAP policy, exploration and evaluation expenditure was capitalised at an earlier stage in some instances. As at transition date and at 30 June 2006 there are no Reserves or Indicated Resources reported by the Company. As a consequence of this change, previously capitalised exploration expenditure totalling $9,443,802 relating primarily to the Ballarat East area was written off, at 1 July 2004. This has resulted in a corresponding increase in accumulated losses of $9,443,802. 59 Annual Report 2006 > Financial Report Directors' Declaration 2005 > 2006 In the Directors' opinion: (a) the financial statements and notes set out on pages 34 to 58 are in accordance with the Corporations Act 2001, including: i. complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Company's and consolidated entity's financial position as at 30 June 2006 and of their performance, as represented by the results of their operations, changes in equity and their cash flows, for the financial year ended on that date; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and (c) the audited remuneration disclosures set out on pages 19 to 27 of the Directors' report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001; and The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Richard Laufmann Managing Director Ballarat 7 September 2006 Ballarat Goldfields N.L. 60 Independent audit report to the members of Ballarat Goldfields NL Audit opinion In our opinion: 1. the financial report of Ballarat Goldfields NL: * gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of Ballarat Goldfields NL and the Ballarat Goldfields NL Group (defined below) as at 30 June 2006, and of their performance for the year ended on that date, and * is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001; and 2. the remunerations disclosures that are contained on pages 19 to27 of the directors'report comply with Accounting Standard AASB 124 Related Party Disclosures (AASB 124) and the Corporations Regulations 2001. This opinion must be read in conjunction with the rest of our audit report. Scope The financial report, remunerations disclosures and directors' responsibility The financial report comprises the balance sheet, income statement, cash flow statements, statement of changes in equity, accompanying notes to the financial statements, and the directors' declaration for both Ballarat Goldfields NL (the Company) and the Ballarat Goldfields NL Group (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. The company has disclosed information about the remuneration of directors and executives (remuneration disclosures) as required by AASB 124, under the heading Oremuneration reportO on pages 19 to27 of the directors' report, as permitted by the Corporations Regulations 2001. The directors of the Company are responsible for the preparation and true and fair presentation of the financial 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 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 and the Corporations Regulations 2001. 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. For further explanation of an audit, visit our website: http://www.pwc.com/au/ financialstatementaudit We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, 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, changes in equity and cash flows. We also performed procedures to assess whether the remuneration disclosures comply with AASB 124 and the Corporations Regulations 2001. 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 remuneration disclosures, and * assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors. Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. 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. Our audit did not involve an analysis of the prudence of business decisions made by directors or management. Independence In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. PricewaterhouseCoopers Chris Dodd Melbourne Partner 7 September 2006 PricewaterhouseCoopers abn 52 780 433 757 Freshwater Place 2 Southbank Boulevard southbank vic 3006 gpo Box 1331L melbourne vic 3001 dx 77 Website www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999 > Financial Report Shareholder Information The shareholder information set out below was applicable as at 31 August 2006. (a) Distribution of equity securities Analysis of numbers of equity security holders by size of holding: Range of holding Ordinary shares Percentage 1 - 1,000 359,999 0.03% 1,001 - 5,000 5,975,826 0.50% 5,001 - 10,000 11,248,445 0.94% 10,001 - 100,000 121,606,833 10.19% 100,001 - OVER 1,053,962,832 88.33% Total 1,193,153,935 100.00% There were 1,156 holders of less than a marketable parcel of ordinary shares. There were no holders of partly paid ordinary shares and 10 holders of options issued under Ballarat Goldfields NL. Holders of fully paid shares are entitled, on a poll, to one vote for each share. (b) Equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Name Number Held % 1 National Nominees Limited 185,334,848 15.53 2 Westpac Custodian Nominees Limited 131,593,666 11.03 3 JP Morgan Nominees Australia Limited 106,369,082 8.91 4 ANZ Nominees Limited 60,912,804 5.11 5 HSBC Custody Nominees (Australia) Limited 57,342,784 4.81 6 Credit Suisse Securities (Europe) Ltd 50,000,000 4.19 7 HSBC Custody Nominees (Australia) Limited 40,910,597 3.43 8 International Commodity Finance Limited 32,438,266 2.72 9 Northcliffe Holdings Pty Ltd 24,600,000 2.06 10 Citicorp Nominees Pty Limited 24,463,912 2.05 11 RBC Securities Nominees Pty Ltd 20,354,612 1.71 12 CS Third Nominees Pty Ltd 17,944,616 1.50 13 Alchemy Securities Pty Ltd 15,000,000 1.26 14 Computershare Clearing Pty Ltd 13,733,947 1.15 15 Fortis Clearing Nominees Pty Ltd 10,827,941 0.91 (Settlement A/C) 16 Mr Colin Smith & Mrs Adrienne Smith (SF A/C) 9,990,000 0.84 17 Merrill Lynch (Australia) Nominees Pty Ltd 6,416,651 0.54 18 Mechanised Mining Services Pty Ltd 5,490,000 0.46 19 Mr John S Hewson & Mrs Rosemary A Hewson 5,400,000 0.45 20 RFC Growth Fund Limited 5,150,000 0.43 TOTAL 824,273,726 69.09 Substantial shareholders in the company include: Ordinary Shares Percentage Number Held Merrill Lynch & Co., Inc. 7.64% 91,159,681 JP Morgan Chase & Co. 7.21% 84,014,760 Capital Group Companies, Inc. 6.58% 76,740,000 Credit Suisse Holdings 6.10% 72,327,717 (Australia) Limited. Tenement holdings as at 31 August 2006: Tenement No Location Holder BGF Expiry Date Interest EL3018 Ballarat East Ballarat Goldfields NL 100% 4 October 2007 MIN5396 Ballarat East Ballarat Goldfields NL 100% 4 October 2008 MIN4847 Ballarat South Ballarat Goldfields NL 100% 1 November 2009 MIN4194 Berringa Berringa Resources P/L 100% 14 February 2012 MIN 5444 Yarrowee River Ballarat Goldfields 100% 4 April 2026 The information in this report that relates to Mineral Resources and Exploration Potential is based on information compiled by Steven Olsen. Steven is a full time employee of the Company, is a Member of the Australian Institute of Mining and Metallurgy and is a Competent Person under the definition of the 2004 JORC Code. The Exploration Potential described above is conceptual in nature, and there is insufficient information to establish whether further exploration will result in the determination of a Mineral Resource. Steven Olsen consents to the publication of this information in the form and context in which it appears. ballarat goldfields n.l. 10 Woolshed Gully Drive Mt Clear Victoria 3350 Australia PO Box 1228 Bakery Hill Victoria 3354 Australia +61 (0) 3 5327 1111 +61 (0) 3 5331 7927 info@ballarat-goldfields.com.au www.ballarat-goldfields.com.au ACN: 006 245 441 This information is provided by RNS The company news service from the London Stock Exchange END FR AKOKDOBKKFCK
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