2002 Annual Report
Transcription
2002 Annual Report
ABN 45 076 318 173 ANNUAL REPORT 2002 Designed and printed by PMP Print, Level 1, 303 Collins Street, Melbourne. Indophil’s Mission Corporate Directory Indophil is a mineral exploration company incorporated in Australia in December 1996 and focusing its activities on the discovery and subsequent development of copper and gold resources in the Philippines. DIRECTORS SOLICITORS Australia Mission Statement Bryan Davis Non Executive Chairman To grow shareholder wealth by the discovery, acquisition and subsequent development of gold and copper-gold resources in the Philippines. Tony Robbins Managing Director Objectives Chris Middleton Director of Exploration To employ effective and cost efficient modern exploration techniques, to discover gold, and copper – gold deposits. Through the discovery and development of major ore deposits, become a significant producer in the region. Strategy To maintain and strengthen the portfolio of quality projects in those geological provinces identified as having high prospectivity for the discovery of major deposits.These projects will be subjected to focused, effective and cost-efficient exploration. Kevin Robinson Non Executive Director Peter Maloney Non Executive Director COMPANY SECRETARY Colin Walker To maintain and strengthen the experienced team of dedicated and professional staff that has already been recruited to pursue a successful program based on technical excellence. PRINCIPAL AND REGISTERED OFFICE To direct all of our efforts and resources to the acquisition and field-testing of quality properties. Suite 3 Level 2 50 Market Street Melbourne VIC 3000 REGIONAL OFFICE Contents Level 3, L & F Building 107 Aguirre Street Legaspi Village Makati City 1299 Message to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 AUDITOR Statement of Corporate Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Operations Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Financial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Notes to the Financial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Directors’ Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Independent Audit Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Shareholder and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Ernst & Young 120 Collins Street Melbourne VIC 3000 Freehills Level 43 101 Collins Street Melbourne Victoria 3000 Philippines Carag, Caballes, Jamora & Somera Law Offices 2nd Floor The Plaza Royale 120 Alfaro Street Salcedo Village Makati City Metro Manila Philippines SHARE REGISTRY Computershare Investor Services Pty Ltd Level 12 565 Bourke Street Melbourne Victoria 3000 BANKERS Australia and New Zealand Banking Group Ltd 388 Collins Street Melbourne Victoria 3000 Philippines Message to Shareholders We are very pleased to report that the Company has made excellent progress since its last report to shareholders on 20 December 2001 which covers the year ended 31st July 2001.The two major highlights since that last report were the completion of the Initial Public Offering (IPO) with listing on the Australian Stock Exchange in May 2002 and the finalisation of the Tampakan Acquisition. This report is for the 17 month period ending 31st December 2002.The reason for this extended period is a result of the Board’s decision, following listing on the ASX, to bring our fiscal and reporting year in line with our exploration and budget year. The completion of the IPO and our subsequent listing on the Australian Stock Exchange was the successful culmination of a great deal of effort by our fellow Directors and staff. It was a great thrill for us all to see the Company listed. At the time of the IPO we undertook to achieve the following objectives: Complete the Tampakan Acquisition Complete the next stage of drilling to enhance the Manat Resource Complete IP and drilling at Hinotongan Advance the property portfolio We are pleased to announce that all of these were achieved. The finalisation of the acquisition of our operating interest in the Tampakan project is a great achievement for the Company.This gives the Company access to a world class deposit in its portfolio with a global resource of 16 million ounces of gold and 12 million tonnes of copper metal. In addition the acquisition comes with a wealth of data and a number of prefeasibility reports. In particular your attention is drawn to the details of a scoping study, prepared for the previous owner, that were announced in February 2002.This particular study determined that the project at a gold price of US$280/oz. and a copper price of US$0.80/lb., would generate an IRR of 20% before tax and financing, a NPV of US$280million at an 11% discount rate and produce 170,000 ounces of gold and 158,000 tonnes of copper annually. Capital costs were estimated at $US 420 million.These results are based on one of a range of different scenarios for development which does not necessarily represent the scale and technology to be adopted for any potential development. A preliminary review of previous exploration data from the Columbia FTAA, the mining title to the Tampakan project, has highlighted that the area external to the main Tampakan deposit is significantly under-explored and has outstanding potential for the discovery of further gold-copper mineralization. This is exemplified by results from the Balol Bato prospect located approximately 1.1 km. NNE where drillhole TMPD57 intersected 157.65 m at 0.52g/t gold and 0.41% copper. Our efforts at Tampakan are now focused on further evaluating the data and reports produced by the previous owner, prior to commencing drilling by mid year aimed at further enhancing the resource base. A complementary review and evaluation is also being undertaken by MIM Holdings Ltd which has an option to acquire a 60% operating interest in the project. The Company is committed to good corporate citizenship and is aware of the importance of building lasting relationships with all stakeholders and keeping them well informed. As an early priority for the development of Tampakan, a corporate affairs and community relations group has been put in place and a community centre opened in Tampakan Township. The finalisation of the Tampakan acquisition was made possible by the company achieving exclusively favourable results in legal and administrative challenges by another party to the transfer of ownership and although there is still an appeal current we remain confident in respect of future outcomes. 1 Message to Shareholders (Cont) We look forward to reporting our progress on advancing the Tampakan Project and surrounding exploration targets to shareholders over the next twelve months. At Manat, the drilling program was completed on schedule. Representative ore samples have been forwarded to Australia for metallurgical testing and work has commenced on a new resource estimation.When these results are available we will undertake a scoping study upon which to focus future programs. The Hinotongan project was an excellent geological concept based on similarities with Tampakan and other copper-gold mineral systems. A two hole drilling program confirmed the discovery of a new porphyry copper system, however it was not significantly anomalous in gold.The company’s policy is to focus on gold and copper properties and the future plans for Hintongan are under review. Although our main focus in the coming year will be Tampakan, further evaluation of the other properties in the portfolio will continue. Considerable progress has been made in finalising the Palado application in the Labo district of the Paracale Goldfield in Luzon and the Sogod property in Leyte. Exploration results continue to be encouraging at the St. Bernard property in Leyte. The Philippines Government has recently announced a major policy development to promote the Mining Industry. A number of initiatives are taking place and are being supported by the World Bank, and aid from the US, Canada and Australia.This is excellent news for Indophil and the change in policy has been welcomed by the Industry. The Company believes it is important to work with local partners in its activities in the Philippines. The Alsons Group, which has substantial business interests in Mindanao, are our partners in both the Manat and Tampakan Projects.Their guidance and advice has been invaluable in many aspects of our work on these projects and also in the wider context of our activities in the Philippines. Our commitment to best environmental practice was recognised when the Company was awarded the ANZ Bank Business Awards 2002 Special Environmental Commendation Award. We look forward to another exciting year as we continue the evaluation of Tampakan and progress the other projects in the portfolio. We would like to take this opportunity to record our deep appreciation for the continuing support of our Shareholders and to thank our fellow Directors and all the Indophil staff for their dedication, effort and support. R Bryan Davis Chairman 2 Tony W Robbins Managing Director Exploration diamond drilling on the Magas Vein Zone at Manat 3 Statement of Corporate Governance Practices The Board of directors of Indophil Resources NL has adopted the following set of principles for the corporate governance of the Company. These principles establish the framework of how the Board carries out its duties and obligations on behalf of the shareholders. Role of the Board The Board is responsible for protecting the rights and interests of shareholders and for the overall corporate governance of the Company. The Board’s responsibilities include formulating the strategic objectives of the Company and establishing goals designed to promote the achievement of those strategic objectives considering and approving the Managing Director’s proposals for the Company’s annual work programs and budgets monitoring the performance of management against these goals and objectives ensuring that there are appropriate internal controls and ethical standards of behaviour adopted and met within the Company ensuring that the business risks facing the Company are, wherever possible, identified and that the appropriate monitoring and reporting controls are in place to manage these risks and appointing the Managing Director, evaluating the performance and determining the remuneration of senior management and ensuring that the appropriate policies and procedures are in place for recruitment, remuneration and succession planning. Composition of the Board The Board currently consists of five directors, with two executive directors and three non-executive directors including the Chairman. Any changes to directorships will, for the foreseeable future, be dealt with by the full Board subject to any applicable laws and accordingly a nominations committee has not been established. Independent Professional Advice In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at the expense of the Company subject to prior approval of the Chairman, whose approval will not be unreasonably withheld. Board Committees The Board has a Remuneration Committee consisting of Bryan Davis as Chairman and Kevin Robinson. The remuneration of Directors and senior management is determined periodically by the Remuneration Committee. 4 The specific functions to be undertaken by the Committee include remuneration arrangement for the Managing Director and other Senior Executives including incentive plans, share options and service contracts establishing and monitoring remuneration policies and practices recruitment and termination policies and practices establishment of an Employee Share and Option Plan superannuation policies remuneration arrangement for Directors. The Board has established an Audit Committee. The Audit Committee consists of two non-executive Directors, Mr. Peter Maloney and Mr. Bryan Davis. At the discretion of the committee, the external auditors and the Managing Director will be invited to attend Audit Committee meetings. The Audit Committee will consider any matters relating to the financial affairs of the Company and other matters referred to it by the Board. The Audit Committee intends to meet not less than three times per year or more frequently if circumstances require. The Board may sometimes delegate some of its monitoring and routine functions to other committees. Directors’ and Senior Managements’ Dealings in the Company’s Shares and Options The Company requires that directors discuss any proposed trade in shares and options with the Chairman prior to any trade senior management must discuss any proposed trade in shares and options with the Company Secretary or the Managing Director prior to any trade trades in shares and options by directors and senior management are limited to stipulated periods unless there are unusual circumstances and directors and senior management are aware of their obligations under the Corporations Act not to trade or procure trades in shares and options if possession of price sensitive non-public information to any other person who is likely to trade shares and options or communicate such information to another party. Ethical Standards The Board believes that the success of the Company to date has been partly based upon the strong ethical culture within the organisation. As the Company grows, the need to ensure that these ethical standards remain is leading to greater emphasis on developing policies to ensure that all directors, senior managers and employees act with the utmost integrity and objectivity in their business dealings. A Code of Conduct has been adopted by the Board. 5 Exploration Projects Figure 1 - Indophil Exploration Projects 6 Operations Review Project Portfolio & Operations Overview Indophil has developed a substantial portfolio of projects in the Philippines for copper and gold comprising eight geographically separate projects ranging from the advanced Tampakan gold-copper Project currently in a preliminary-feasibility stage, to the early reconnaissance stage Northern Sierra Madre Project in Northern Luzon (Figure 1). These projects currently comprise five granted licenses and twelve tenement applications totalling 2,163 sq. km.Tenements include Financial and Technical Assistance Agreements (FTAA), Mineral Production Sharing Agreements (MPSA) and Exploration Permits (EP). The Company is now one of the most active explorers in the country and has established a strong reputation within the mineral exploration industry. Exploration focus is on the discovery of epithermal, porphyry copper and related styles of mineralisation including skarn deposits.Table 1 provides a current project summary listing tenements, target types, current status, maximum Indophil equity and highlights. Since listing on the ASX in May 2002, the Company’s efforts have been strongly focussed on the acquisition of an operating interest in the Tampakan Project. This was finalised in August 2002 with the transfer of shares from the Projects previous owner WMC Philippines Inc. to Sagittarius Mines Inc., an affiliate of Indophil. Indophil has now assumed management of the Project and has commenced a review of a comprehensive historical Project database generated by the previous owner. In addition, the Company has undertaken a 15 hole (2073m) program of delineation and resource definition diamond drilling at the Manat gold-basemetal project in SE Mindanao and an exploration diamond drilling program comprising 2 holes (804.8m) at the Hinotongan Project on the Island of Negros that has lead to the discovery of a low grade porphyry copper system. The Tampakan project contains one of the largest known undeveloped copper-gold deposit in the SE Asia Region and as such the Company’s ongoing focus will be on the consolidation of preliminary feasibility studies, including further drilling.This strategic focus will require a review of the Company’s portfolio and if necessary a rationalisation including the possible introduction of joint venture partners, or in some cases tenement relinquishment. Presidential adviser to Mindanao Jesus Dureza (second from left) and Sagittarius President Mario Jalandoni (center) witnessing new administrative arrangements with B’laan trivia chieftans in the newly refurbished Community Development Centre, Tampakan Township. 7 Operations Review (Cont) Table 1: Project Portfolio Summary as at 31 December 2002 Project Tenements Area (km2) Target Type IRN Equity Status & Highlights Tampakan 1 FTAA(A) 1 FTAA 759.67 Epithermal disseminated Cu-Au & Porphyry Cu-Au 95 Pre-feasibility. Indicated and inferred mineral resource estimate of main deposit 900Mt @ 0.75% Cu, 0.30g/tAu. Manat 1MPSA 15.47 Epithermal Au-Ag-Zn-Pb veins & Porphyry Cu-Au 50 Current metallurgical studies and revised resource estimate leading to a preliminary minescoping study on established gold-basemetal resource. Hinotongan 1EP 89.69 Epithermal & Porphyry Cu-Au 65 Currently reviewing the results of 2 exploration drillholes that have intersected low-grade porphyry copper mineralisation. Leyte 1 MPSA, 1 MPSA(A) 1 EP(A) 238.14 Epithermal Au and Porphyry Cu-Au. Possible VMS style 50-100 Grid-based early exploration Large areas of hydrothermal alteration with anomalous geochemistry. Cu-Pb-Zn inferred resource at Pandan prospect. Bunawan 1 MPSA(A) 24.30 Vein & volcanic hosted disseminated Au 100 Early exploration. Strong stream sediment Au anomalies associated with extensive areas of hydrothemal alteration. Delays due to title conflict. Labo 1 MPSA 1 EP(A) 28.73 Epithermal Au, porphyry & skarn associated Cu-Au 100 Early exploration drilling. Significant gold intersected in 10 of 11 drillholes including 5.99m @ 4.87 g/t. Gold geochemical anomalies for follow-up NSM 4 EP(A) 588.87 Porphyry Cu-Au 100 Early reconnaissance exploration. Cu & As stream sediment anomalies associated with large areas of hydrothermal alteration Buda 3 EP(A) 417.74 Porphyry Cu-Au and VMS 100 Early reconnaissance exploration. Channel sampling of a massive sulphide lens has returned 5.8m @ 31 g/t Au, 80g/t Ag and 1.05% Cu. Notes: IRN equity is maximum attainable on tenement approval or meeting earn-in obligations. (A) – Application 8 Tampakan Gold-Copper Project Overview Located approximately 50km north of General Santos City, a major growth centre in the Philippines (Figure 2), the Tampakan Project contains one of the largest known undeveloped copper-gold deposit in the SE Asia Pacific Region. The global drill-indicated mineral resource estimate at a 0.2% copper cut-off grade represents a coherent body of mineralisation containing approximately 16 million ounces of gold and 12 million tonnes of copper metal. Exploration of the deposit by the previous owner WMC Philippines Inc. (WMCP), has reached an advanced stage and preliminary-feasibility studies including resource estimation, geotechnical, metallurgical, mining, environmental and community studies are moderately well advanced although not consolidated at this time. Since acquiring an interest in the Project in August 2002, the Company, through a technical services agreement with the Project’s owner Sagittarius Mines Inc. (Sagittarius), has been providing technical services to the Tampakan Project and a core group of employees has been located to the Project’s Operations Office in General Santos City. An audit of technical data (both digital and hardcopy) has been completed and a four-month data review period is currently underway.Whilst the results of this review will dictate the future work program, it is anticipated that the consolidation of preliminary feasibility studies, including further infill drilling and metallurgical studies, will take approximately 2 years. The Board has approved a 2003 provisional work program and net operating budget of $2.86 million. This program will include approximately 2000m of infill drilling due to commence in the second half. Figure 2 - Tampakan Gold-Copper Project 9 Operations Review (Cont) Tenure and Ownership The Tampakan Project area is held under a Financial and Technical Assistance Agreement (the Columbio FTAA) with the Government of the Republic of the Philippines that allows a company with up to 100% foreign control to explore for and develop major mineral projects.The Columbio FTAA currently covers an area of 304.9 sq km. A contiguous FTAA application (Hillcrest) forms part of the Project area (Figure 2). The Project is owned by Sagittarius Mines Inc.(Sagittarius), a Philippine corporation representing former claim owners, who finalised the purchase of the property from WMCP in August 2002. Another party, Lepanto Consolidated Mining Corporation (Lepanto), has challenged the sale process before the courts. Lepanto’s action has been unsuccessful, losing before a lower regional trial court and subsequently in the Philippines Court of Appeals. An appeal before the Supreme Court is currently pending and Sagittarius is confident that this action will also be unsuccessful. In a separate move by the same party, a motion lodged before the Office of the President was also rejected. Indophil currently has 40% equity in Sagittarius and through a series of agreements with Sagittarius has acquired substantial vested rights to the Tampakan Project in exchange for certain payments and a royalty from future production.The Company has also entered into option agreements with MIM Holdings Limited (MIM) and Alsons Corporation (Alsons), that allows them to purchase part of the Company’s interest in the Tampakan Project which would give a final proportion of: MIM 60%, Indophil 30% and Alsons 10%. Alsons Corporation, is a member of the respected Alcantara Group, which has major business interests in Mindanao. Data Audit & Review On finalisation of the sale and purchase agreement between WMC and Sagittarius in August 2002, Indophil in its role as Project Manager commenced an audit and review of the comprehensive Project technical database. Project expenditure by the previous owner to that time amounted to $US38 million. By year-end, all existing technical data had been retrieved from storage, indexed, filed and the digital data transferred to a new secure database.The Company has commenced a detailed review of the comprehensive technical database likely to take approximately 5 months. An initial review has revealed that a number of advanced studies have already been completed. These studies include mineral resource estimations, metallurgical tests, mine optimisation, waste disposal, environmental, preliminary feasibility and financial modelling.These studies and data are currently being evaluated with results to be released progressively as the evaluation progresses. Geology & Mineral Resources The main Tampakan gold-copper deposit comprises a tabular body of disseminated mineralisation up to 260m thick containing higher copper and gold grades superimposed on an underlying lower grade porphyry gold-copper deposit. It has been drilled by 85 diamond drillholes over an area of 2km x 1.6km at a density ranging from 320m to 160m with limited infill drilling at 80m spacing (Figures 3 & 4). The Company’s review of the existing drillhole database has highlighted a strong clustering of better grade drillhole intersections (≥ 100 metre% copper and ≥ 1% copper) in the northern shallower part of the deposit (Figure 3). In addition, there appears to be a correlation of better intersections with a NNE trending corridor through the deposit associated with interpreted faults that may have controlled mineralising fluids. Table 2 lists the better gold-copper intersections within the deposit resulting from the review. 10 In 1998,WMC Resources (WMC) published an indicated and inferred mineral resource estimate for the Tampakan gold-copper deposit at differing cut-off grades (Table 3).The resource estimation was based on a block model using inverse distance squared methodology and Datamine software. The Company is currently reviewing the resource estimation procedures used by WMC but has yet to establish if this estimate conforms to the Australian Joint Ore Reserves Committee (JORC) standards. The global resource at a 0.2% copper cut-off grade represents the largest undeveloped copper-gold resource in the SE Asia Region. At a 0.5% copper cut-off, the resource represents a thick and very coherent tabular mineralised zone as exemplified in section 715790N (Figure 4). The Company’s review has also established that there are zones of higher gold grades, typically between 1and 2g/t, within the mineralised resource envelope which will be the subject of further investigation. Table 2: Selected Intersections* from the Tampakan Deposit Hole No. From (m) Interval (m) Cu (%) Au (g/t) TMPD22 27.00 375.45 1.08 0.58 TMPD27 50.00 142.00 1.24 0.45 TMPD35 168.00 84.00 1.14 0.54 TMPD37 48.00 100.00 1.39 0.55 TMPD39 98.00 172.00 1.04 0.40 TMPD40 83.00 130.00 1.38 0.54 TMPD41 48.00 194.00 1.16 0.50 TMPD42 125.90 110.10 1.20 0.65 TMPD46 86.00 76.00 2.20 0.50 TMPD47 78.25 102.75 1.34 0.31 TMPD51 106.20 94.80 1.09 0.31 TMPD53 243.00 138.00 1.08 0.39 TMPD55 62.00 76.00 1.46 0.68 TMPD62 89.00 196.00 1.48 0.50 TMPD64 100.00 144.00 0.99 0.70 TMPD67 165.50 185.50 1.31 0.35 TMPD71 138.00 130.00 1.18 0.37 TMPD81 235.00 46.00 2.00 0.42 TMPD85 106.00 71.00 1.38 0.48 TMPD87 258.00 130.00 0.99 0.57 TMPD88 170.00 148.00 1.00 0.31 TMPD90 103.00 92.00 1.15 0.43 TMPD92 144.00 196.00 1.55 0.47 TMPD96 56.00 110.00 1.75 0.70 * Downhole intersections with ≥ 100 metre% Cu and ≥ 1% Cu 11 Operations Review (Cont) Table 3: Tampakan Geological Indicated and Inferred Mineral Resource Estimate at varying COG’s COG Cu (%) Resource (Mt) Copper (%) Copper (Mt) Gold (g/t) Gold (Mozs) 0.2 2,500 0.48 11.96 0.20 16.08 0.5 900 0.75 6.75 0.30 8.68 0.7 430 0.93 4.00 0.37 5.12 COG = Cut-off grade, Mt = million tonnes, Mozs = million ounces Mine Scoping Studies The Company’s data review has revealed that as part of an ongoing scoping study process the project’s previous owner arrived at a likely base case scenario with a schedule of tonnage and costs.Two process options were investigated: (1) Production of a concentrate with a grade of 35% copper, and (2) A hydro-metallurgical process route producing metal by SXEW After preliminary modelling, the concentrate route was chosen for more detailed studies. Input parameters included a gold price of US$280/oz and a copper price of $US 0.80/lb. An optimisation of one of a number of cases studied based on a minimum mine life of 20 years produced an IRR of 20% before tax and finance and a NPV of $US280 million at a discount rate of 11%. Maximum annual metal production in concentrate in this case would be 158,000 tonnes copper and 170,000 ounces gold. Construction was estimated to cost US$ 420m (1999 $). It should be noted that these results represent the work of the previous owner.The results are based on one of a range of different scenarios for the development which does not necessarily represent the scale and technology to be adopted for any potential development. Exploration basecamp located near the main Tampakan copper-gold deposit 12 Figure 3 - Tampakan Copper-Gold Project Plan Projection of Mineralisation and Drillhole Location Exploration Potential A preliminary review of exploration data external to the main Tampakan gold-copper deposit has recently been completed. Systematic exploration of the Colombio FTAA by WMC included geological mapping, stream sediment surveys, soil surveys and geophysical exploration including airborne magnetics and IP traversing.This work defined 9 prospect areas (Figure 2) some of which were the subject of more detailed exploration. Only 14 diamond drillholes (5,450m) were drilled on 5 of the prospects external to the Tampakan drill grid.The Company’s review to date has highlighted two of the prospects that merit early priority exploration follow up for gold-copper mineralisation. At the Bolol Bato (Camp 5) prospect located approximately 1.1km NNE of the northernmost drilling traverse on the Tampakan deposit, drillhole TMPD57 intersected 157.65m at 0.52g/t Au and 0.41% Cu from 92.25m, including 76.2m at 0.69g/t Au and 0.75% Cu from 162.9m. Geological and geophysical data indicates a potential NNE trending mineralised corridor linking this intersection with the main Tampakan gold-copper deposit. At the Silway prospect located 4 km southeast of the Tampakan deposit, outcrops of silica-clay alteration containing visible bornite (copper mineralisation) have been observed in stream outcrops. Previous exploration has defined an extensive IP geophysical anomaly that has been tested by a single drillhole (TMDP93) which intersected 380m of silica and silica-clay alteration. This alteration is similar in style to the alteration that is spatially associated with the Tampakan deposit.This hole intersected significantly anomalous copper (0.1-0.2%Cu) between 193 and 355m, reflecting encouraging potential for this prospect area. Following its preliminary review, the Company believes that the FTAA is significantly under-explored and has outstanding potential for the discovery of copper-gold mineralisation, including direct Tampakan analogues. There is also scope for the discovery of discrete vein and stockwork precious metal (goldsilver) mineralisation as evidenced by the existence of gold mineralised epithermal veins that have been identified to the immediate north of the main deposit. 13 Operations Review (Cont) Figure 4 - Tampakan Copper-Gold Deposit Cross-Section 715790mN Community The Company acknowledges that the future development of the Tampakan Project relies heavily on community support.There are many stakeholders that will benefit directly from a future mine development, including local and Provincial Government, Indigenous Groups, the local community (employment and commercial opportunities) etc.The Company has already carried out considerable consultation with the local communities in a spirit of openness and transparency and has honoured all existing contractual arrangements entered into by the project’s previous owner. A Community Development section has already been established headed by a former senior staffer from the Office of the President for Regional Development in Mindanao. A Community Development Centre has also been established in the Tampakan Township, in proximity to Project site. Health and education are an important focus for the Company’s support to the community. Future Program The future work program will depend largely on the results of the detailed technical data review currently underway. At this stage it is anticipated that implementation of a field program including re-establishment of the Projects field camp and survey control will commence in May, leading to the commencement of a program of evaluation infill diamond drilling scheduled in July, probably focussed on the northern part of the main deposit.The Company plans to spend A$2.86 million on the Tampakan Project this Calendar year.This expenditure forms part of an ongoing preliminary feasibility study into the viability of mine development that is likely to take at least 2 years.The Company will also be initiating environmental programs including community assisted monitoring programs and re-forestation. Manat Project Overview The Manat project is located in the Masara mineral district of SE Mindanao approximately 60km NE of the major growth centre and Port City of Davao (Figure 1).The Masara mineral district hosts a number of significant epithermal gold and porphyry copper-gold deposits including the King King deposit – 398 Mt @ 0.34% Cu and 0.52g/t Au. Indophil, through a farmin and joint venture arrangement with Aldevinco, a member of the Alcantara Group of Companies, is managing the exploration activity and earning to a 50% equity position.The JV area comprises an approved Mineral Production Sharing Agreement (MPSA) of 15.47 sq km. Exploration by Indophil to date has identified three sub-parallel NW trending mineralised structures within the Project area. The focus of the Company’s exploration activity has been on the central Magas structure where Indophil has discovered a mineralised epithermal vein system containing gold, silver, 14 lead and zinc (the Magas Vein Zone – MVZ).This vein system has been the subject of a delineation and resource definition diamond drilling program comprising 30 diamond drillholes for 4990m over a strike length of 1.2km. Prior to the 2002 field season, drilling on the MVZ (to MNTD22) had defined an inferred mineral resource estimate of 3.07 million tonnes at 2.76g/t Au, 17.78g/t Ag, 1.20% Zn and 0.6% Pb containing an insitu 272,000 ounces of gold and 1.75 million ounces of silver. 2002 Exploration Activity Shortly after listing on the ASX the Company commenced a program of delineation and resource definition diamond drilling on the Magas Vein Zone. A total of 14 DDH’s were completed (MNTD23-36, 1903.2m) demonstrating generally good continuity to mineralisation. Better intersections from the 2002 drilling program are given in Table 4 and a longitudinal projection of the MVZ is given in Figure 5. Table 4: Selected Drilling Intersections form 2002 Drilling - Magas Prospect Hole No. 23 23A 24 25 26 26 30 31 32 33 34 From (m) 27.00 9.40 40.00 61.80 118.00 142.40 77.00 55.80 161.00 56.60 109.00 To (m) 39.00 10.90 45.60 76.50 125.00 154.50 88.50 75.00 187.00 76.10 110.00 Interval (m) 12.00 1.50 5.60 14.70 7.00 12.10 11.50 19.20 26.00 19.50 1.00 Au (g/t) Ag (g/t) 4.43 8.47 4.90 2.89 4.26 6.44 2.13 2.67 2.38 2.40 10.40 9.64 26.47 15.47 15.29 6.60 10.25 69.03 37.01 23.08 27.06 15.60 Pb (%) Zn (%) 0.24 1.73 0.73 0.51 0.09 0.14 2.60 2.18 0.64 0.66 0.98 0.57 4.49 2.38 0.95 0.08 0.66 0.97 4.59 1.03 1.19 1.10 Au Equiv.(g/t) 5.11 13.04 7.26 4.06 4.46 7.16 5.01 7.67 3.78 3.99 11.90 Note: The gold equivalent values are based on 2002 median metal prices as follows: Au US$315/oz, Ag US$ 4.60/oz, Pb US$ 440/tonne and Zn US$775/tonne. Drillhole prefix MNTD Figure 5 - Manat Project/Magas Prospect Longitudinal Projection - Magas Main Vein Intersection 15 Operations Review (Cont) An induced polarisation geophysical survey of 4.3 line km was undertaken over the southern part of the Manat grid to both map the southern extension of the MVZ and map alteration associated with porphyry copper mineralisation intersected in previous drillhole MNTD14 (227m at 0.19% Cu and 0.30g/t Au).This survey highlighted a strong IP anomaly approximately 150m NE of MNTD14 which was subsequently drilled by drillhole MNTD37 (170.2m). As well as intersecting ubiquitous disseminated pyrite, this hole intersected some intervals of disseminated copper-gold mineralisation (30.2m at 0.33g/t Au, 0.13% Cu from 140m) associated with sericitic alteration. Metallurgical testwork is currently underway at AMMTECH on a bulk 168kg composite sample prepared from individual drillhole samples from eight (8) selected drillhole intersections from the 2002 drilling program.This composite sample is generally representative of the Magas mineralisation. The testwork is looking at both precious and base metal recoveries. In addition, the mineral resource estimate is currently being reviewed by an external consultant and will take into account the results of the 2002 drilling program. Future Program A preliminary mine scoping study is planned once the results the metallurgical testwork and revised resource estimate are known.This will establish the viability or otherwise of mineralisation intersected to date (in particular grade) in supporting a future mining operation. In the event of a positive outcome, it is anticipated that further delineation drilling will be undertaken to augment the resource. Hinotongan Project Overview The Hinotongan Project is a joint venture arrangement with the Philippine National Oil Company (PNOC) with Indophil earning to maximum 65% equity through a sole funding farmin arrangement. Hinotongan has strong geological analogies with the Tampakan copper-gold deposit with similar structures, host rocks, siliceous caprock and late stage intrusives.Well preserved volcanic features are also present. Prior to the 2002 field season, exploration by WMC Exploration and Indophil defined anomalous copper with associated elements in soil and stream sediment samples. Outcropping disseminated copper mineralisation (up to 0.3% Cu) associated with siliceous breccias and major structures had also been observed over approximately three kilometres along the deeply incised Hinotongan River. 2002 Exploration Activity Exploration during 2002 focussed on a well preserved volcanic feature with pervasive hydrothermal alteration at the intersection of the Hinotongan River and Amlan River structural corridors.Three lines of 100m dipole-dipole induced polarisation profiling totalling 6 line kilometres were undertaken over the target area covering approximately 1.2 km strike of the Hinotongan River structure.This survey highlighted a strong IP anomaly underlying a highly resistive zone interpreted to be associated with a leached silica caprock, consistent with the Company’s geological model.Two (2) diamond drillholes (HIND 1 & 2) totaling 804.8m and spaced approximately 800m apart were drilled to test the inferred geological model, a tabular body of mineralisation underlying a barren silica cap. HIND1 (406.6m) intersected wide intervals of silica and silica-clay altered andesitic volcanics with ubiquitous disseminated pyrite and weakly anomalous copper values. HIND2 (398.2m) intersected advanced argillic altered andesitic volcanics to 226m followed by highly altered intrusive rocks to the EOH. Several zones of weakly anomalous copper (0.1 to 0.25% Cu, peak 0.41% Cu) were intersected in the hole, the best being 56.6m at 0.17% Cu from 169.6m. No significant gold, silver or basemetal anomalism was recorded. Selective sampling (4 samples) of one of the copper anomalous zones recorded significantly anomalous molybdenum (peak 1.14%).This drilling has confirmed the discovery of a new porphyry copper mineralised system that has associated anomalous molybdenum but no significant gold. 16 The Company is currently reviewing all exploration results from Hinotongan. Given the Company’s strategy of focussing on gold and copper and the need for a strong focus on the Tampakan Project the Board is evaluating the future exploration at Hinotongan. Other Projects Leyte Project The Leyte project comprises two tenement groups in southern Leyte, St. Bernard and the Sogod Joint Venture.The area has similar geology and is along trend from the Surigao gold district in northeast Mindanao, a very productive mineral district which includes the newly discovered high grade Boyongan porphyry copper-gold deposit. The properties include widespread areas of hydrothermal alteration associated with anomalous geochemistry. At the Pandan prospect within the Sogod JV, a previous exploration in the 1970’s that included 28 diamond drillholes (4574m) defined a drill indicated copper-lead-zinc-gold-silver resource of 1.334 million tonnes at 0.49% copper, 1.17% lead, 2.26% zinc, 0.48g/t gold and 9.63g/t silver (assumed not to JORC standards). A major data review and further exploration is planned here once title is granted. On the St Bernard tenement, exploration by Indophil prior to 2002 defined a 3 sq km gold anomalous area of advanced-argillic alteration. Exploration during 2002 included grid based geological mapping and a 200 x 80m soil sampling program with some subsequent infill to 100m x 80m.The mapping has defined 3 areas of intense silica-clay-pyrite alteration, one of which appears associated with a breccia pipe.The soil sampling defined coherent and near coincident weak to moderate gold and arsenic anomalies that will be the focus of further exploration during 2003. Labo Project The Labo Project is located in the Paracale gold district in Camarines Norte Province, which has historical production exceeding 5 million ounces of gold and significant silver. Indophil is a significant tenement holder in the district with 2 adjacent tenements, De Jesus and Palado. Several styles of precious and basemetal mineralisation are present within and adjacent to the Project area. Previous grid-based exploration by Indophil on the De-Jesus tenement prior to 2002 defined four major soil gold anomalies leading to encouraging trench results at the Pael and Gaerlan prospects including 8m at 8.03g/t gold, 7m at 7.34g/t gold, 13m at 4.97g/t gold and 20m at 1.58g/t gold. A limited program of shallow exploration diamond drilling (1028.4m) was subsequently completed at the Pael and Gaerlan prospects with 10 out of 11 drill holes intersecting significant gold mineralised zones including 5.99m at 4.87g/t gold and 8.24m at 2.61g/t gold. Activity during 2002 included a complete review of exploration data generated by Indophil with future work on this tenement to be prioritised once the Palado tenement is formally approved. Previous reconnaissance geological and stream sediment geochemical exploration by Indophil coupled with an integration of historical exploration data over the area of the Palado tenement has identified several prospect areas for diverse styles of mineralisation.This includes an area within and adjacent to the northern part of the tenement application where a previous district wide stream sediment survey by the United Nations had recorded its highest gold values. In this area 16 out of 57 stream sediment samples gave gold values above 0.5g/t with 9 samples averaging 3.4g/t.There was no field activity on the Palado tenement area during 2002 pending formal grant of title, which is anticipated shortly. Bunawan Project The Bunawan Project is located in Agusan Del Sur Province, eastern Mindanao within the highly mineralised eastern Mindanao volcanic arc that includes the Diwalwal (6mozs gold) and the Co-O, (Banahaw) epithermal gold deposits.The project area has a history of significant small-scale gold mining activity. 17 Operations Review (Cont) Previous reconnaissance exploration by Indophil has produced very encouraging coherent streamsediment gold anomalies (32 of 204 samples exceeding 1g/t gold) correlating with extensive areas of hydrothermal alteration and associated gold mineralised veining.The geological environment and anomalous geochemistry implies excellent potential for the discovery of both vein and disseminated style gold mineralisation. The was no field activity on the Bunawan Project during 2002 pending resolution of a tenement dispute currently before the Mines Adjudication Board in respect of an MPSA application over which the Company has an option agreement. Buda The Buda project is located in the Central Mindanao Cordillera on the interpreted continuation of the volcanic arc segment that hosts the Tampakan copper-gold deposit in southern Mindanao.There are a number of areas of small-scale gold mining activity within the area of the 3 exploration permit applications of Indophil and the Company has defined several gold geochemical anomalies (prospects) from a limited orientation stream sediment survey. Previous exploration including channel sampling of outcropping massive sulphides at the Bangan prospect returned the highly anomalous response of 5.8m at 31g/t gold, 80g/t silver and 1.05% copper. To date this is the only work on this prospect. Future grid based exploration by Indophil, including follow-up at Bangan, is contingent on the formal approval of title (3 exploration permit applications). Northern Sierra Madre (NSM) This project area, which comprises four (4) exploration permit applications, has strong geological similarities with the Baguio and Mankayan Mineral Districts that host several major ore deposits including Antamok, Acupan, Lepanto, Lepanto Far Southeast and Victoria gold and copper deposits. In the NSM, reconnaissance by Indophil has identified large areas of hydrothermal alteration associated with stream sediment anomalies for copper and associated elements defined during a previous lowdensity Government survey.This same survey located several occurrences of porphyry-copper style stockwork mineralisation. Whilst the area has high prospectivity for the discovery of major porphyry style copper-gold and related epithermal mineralisation further exploration is contingent on the formal approval of title (4 exploration permit applications). 18 Directors’ Report The Board of Directors of Indophil Resources NL has pleasure in submitting its report in respect of the financial period ended 31 December 2002. Directors The names and details of the directors in office during or since the end of financial period are: R Bryan Davis BSc (Tech) FAusIMM MAICD (Chairman – Non Executive) Age - 60 years Bryan Davis is a mining engineer with more than 30 years experience in the industry and was appointed Chairman of Indophil in November 2000. He worked for the CRA group (now Rio Tinto) from 1965 to 1987 holding senior positions of Manager Mining Zinc Corporation/New Broken Hill Consolidated Mines, Manager Technology and Development and General Manager of the CSA Mine at Cobar. He then joined the Australian Consolidated Minerals Group holding the positions of General Manager Mining and Executive Director (ACM Gold Limited). In 1991 he joined Pasminco Limited assuming executive responsibility for base metal mines throughout Australia and becoming Executive Director Mining in 1991 before retiring in 1999. He is currently a Non-Executive Director of Coal and Allied Industries Limited and Newcrest Mining Limited. Tony Robbins BSc (Hons) MSc MAusIMM (Managing Director) Age - 59 years Tony Robbins is a geologist/geochemist with over 30 years experience in mineral exploration with WMC Limited where he held a number of senior and executive positions including Senior Geochemist, Chief Geochemist, Operations Manager, Exploration Manager Eastern Australia and Exploration Manager Southeast Asia Pacific Region. In the last position he managed the exploration program in the Philippines and led the team that made the discovery of the Tampakan copper-gold ore deposit. He had been previously involved in the discovery of the Edwin nickel deposit, the Benambra copper deposit, Olympic Dam, and the Yandan, Redeemer and Junction gold deposits. He has taught and published on the subject of exploration geochemistry, and exploration opportunities in Southeast Asia, and has represented the Philippines on a United Nations project.Tony lives in the Philippines and is President of the Philippine Mineral Exploration Association and is also on the Board of the Chamber of Mines. Chris Middleton BSc MSc FAusIMM (Director of Exploration) Age - 55 years Chris Middleton is a geologist with over 30 years experience in the resources sector mainly with WMC Limited. Whilst with WMC he held a number of senior and executive staff positions including Senior Mine Geologist-Kambalda, Chief Geologist and Exploration Manager Brazil, Assistant Chief Scientist Exploration Division, Exploration Manager Western Pacific, Exploration Manager Eastern Australia and Manager Geology for the Exploration Division. During that time he made a significant contribution to the discovery of several mineral deposits including the Foster and Edwin nickel deposits at Kambalda, the Ernest Henry copper gold deposit in Queensland and the Jenipapo gold deposit in Brazil. In December 1996 he co-founded Indophil with Tony Robbins and served as General Manager Exploration until May 1999 when he was appointed Director of Exploration. Kevin Robinson BSc (Hons) ASIA MAusIMM (Non Executive) Age - 44 years Kevin Robinson was appointed a Director of the Company in 1997. He has over 18 years experience in the mining and investment industries. Kevin is a geologist by training and has held technical and investment positions with RGC, Normandy Mining Limited, Devex Limited, Prudential Assurance and Legal & General. He is an Executive Director of Selection (LSG) Management Pty Ltd, the Manager of the Lion Selection Group Limited, and a non-executive Director of Lafayette Mining Limited and Sedimentary Holdings NL. 19 Directors’ Report (Cont) Peter Maloney B. Comm., MBA (Non Executive) Age – 53 years Peter Maloney has held executive positions with financial and commercial responsibility with several Australian companies including WMC Ltd., FH Faulding and Co. and Santos Ltd. Mr. Maloney has been a director of several private and public companies and is currently a Director of Southern Health. Directors’ Interests Relevant interests of the directors in the shares, options or other instruments of the Company and related corporations are: Directors Shares Options R Bryan Davis 100,000 Tony Robbins 1,000,000 1,055,750 with an exercise price of 35 cents exercisable on or before 10 May 2004 1,055,750 with an exercise price of 50 cents exercisable on or before 10 May 2004. Chris Middleton 1,366,001 1,055,750 with an exercise price of 35 cents exercisable on or before 10 May 2004 1,055,750 with an exercise price of 50 cents exercisable on or before 10 May 2004. Kevin Robinson Nil Peter Maloney 100,000 with an exercise price of 20 cents exercisable on or before 1 October 2003. 200,000 with an exercise price of 35 cents exercisable on or before 10 May 2004 200,000 with an exercise price of 50 cents exercisable on or before 10 May 2004. Nil 40,000 40,000 with an exercise price of 25 cents exercisable on or before 31 December 2004. Directors’ Meetings The number of meetings of the Board of Directors and of the Board Committee during the period were: Board or Committee Number of Meetings Full Board 27 Remuneration 4 The attendance of directors at meetings of the board and its committee were: Full Board * Remuneration R Bryan Davis 27 4 Tony Robbins 27 - Chris Middleton 27 - Kevin Robinson 27 4 Peter Maloney 5 (5) - * Where a director did not attend all meetings of the Board or committee, the number of meetings for which the director was eligible to attend is shown in brackets. 20 Principal Activities The principal activities of the Consolidated entity during the financial period comprised exploration for minerals in the Philippines. Results The consolidated loss of the Consolidated entity for the financial period after income tax was $2,950,329 (2001: $6,589,380). Dividends No dividends have been paid, declared or recommended since the end of the preceding financial year. Review of Operations The Consolidated entity listed on the ASX in May 2002 raising funds to enable it to continue it’s prime objectives. Since listing the Consolidated entity’s efforts have been strongly focussed on the acquisition of an operating interest in the Tampakan Project. This was finalised in August 2002 with the transfer of shares from the projects previous owner WMC Philippines Inc. to Sagittarius Mines Inc., an affiliate of Indophil. Indophil has now assumed management of the Project and has commenced a review of a comprehensive historical project database generated by the previous owner. The Consolidated entity also commenced a program of delineation and resource definition diamond drilling on the Magas Vein Zone in the Manat tenement during the period. Significant Changes in the State of Affairs Significant changes in the state of affairs of the Consolidated entity that occurred during the 17 months to December 31, 2002, and which are reported in the consolidated financial statements, were: an increase in contributed equity of $6.4 million; an increase in total current assets and total non-current assets of $1,230,862 and $1,515,254 the proceeds raised from the IPO of the Company had been used to fund the exploration activities as anticipated at the time of the IPO. Significant Events after Period End There have been no significant events since year-end. Likely Developments and Future Results The Directors expect the entity to continue its exploration activities in the Philippines. The Tampakan project is a major asset and the Company will continue to progress it to enable a Bankable Feasibility Study to be undertaken as quickly as practicable. Evaluation of Manat will proceed so an early decision can be made on its full potential. The Company will continue with maximum effort to finalise the applications to enable the grant of the Palado and Leyte titles. Environmental Regulation Performance The Consolidated entity’s environmental obligations arise primarily in the Philippines from field exploration activity and are monitored by the Board. These obligations are regulated by Philippines law. 21 Directors’ Report (Cont) The Consolidated entity has a policy of at least complying, or in most cases exceeding its environmental performance obligations. No environmental breaches have been notified by any Government agency in the Philippines or Australia. Options and Shares or Other Interests Under Option Details of options granted to directors or relevant officers as part of their remuneration are set out in the section of this report headed Directors’ Interests. Details of shares and interests under option, or issued during or since the end of the financial period due to the exercise of an option, are set out in Note 14 of the financial statements and form part of this report. Directors’ and Officers’ Remuneration Remuneration of Board members and senior executives are determined on the basis of market conditions and the level of responsibility associated with their position. Details of remuneration provided to directors and officers during the 17 months to December 31, 2003 is as follows: Directors Salary/Fees $ Superannuation $ Total $ 215,074 185,699 29,163 75,000 52,333 6,312 15,276 6,250 4,660 221,386 200,975 29,163 81,250 56,993 15,000 70,270 1,350 - 16,350 70,270 T W Robbins (i) CN Middleton (i) KP Robinson (ii) RB Davis PJ Maloney (iv) Officer C Walker JH Barry (iii) (i) Executive Director (ii) Paid to Lion Selection Group Limited. (iii) Paid to JHB Corporate Pty Ltd. (iv) This payment comprise of $12,300 directors fees and $40,033 for professional services rendered. There are no other executive directors in the Group. No options were issued to any director during the period. Indemnification of Officers The Company, to the extent permitted by law, indemnifies each officer of the Company on a full indemnity basis against any liability (including costs and expenses) incurred by the person as an officer of the Company or a related body Corporate of Indophil. The Company paid an insurance premium of $16,650 in respect of a contract insuring each of the directors and officers of the Company. This report has been made in accordance with a resolution of directors. T W Robbins Managing Director Melbourne, 17 March 2003 22 Financial Reports Indophil Resources NL Statement of Financial Position As at 31 December 2002 Note Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Current Assets Cash Assets Receivables Other 17 5 6 2,004,109 7,963 43,266 780,530 12,953 30,993 1,841,406 2,780 12,248 532,354 10,486 7,071 2,055,338 824,476 1,856,434 549,911 70,557 4,446,869 7,323 22,976 2,986,519 - 13,073 154,569 - 7,764 - Total Non-Current Assets 4,524,749 3,009,495 167,642 7,764 Total Assets 6,580,087 3,833,971 2,024,076 557,675 288,121 29,235 405,856 33,827 118,582 22,836 312,517 19,500 317,356 439,683 141,418 332,017 - 600,000 - 600,000 - 600,000 - 600,000 317,356 1,039,683 141,418 932,017 6,262,731 2,794,288 1,882,658 (374,342) Total Current Assets Non-Current Assets Plant and equipment Deferred exploration costs Other financial assets Other 7 8 9 10 Current Liabilities Payables Provisions 11 12 Total Current Liabilities Non-Current Liabilities Interest bearing liabilities 13 Total Non-Current Liabilities Total Liabilities Net Assets Equity Contributed equity Accumulated losses 14 15 17,855,755 (11,593,024) 11,436,983 (8,642,695) 17,855,755 (15,973,097) 11,436,983 (11,811,325) Total Equity 16 6,262,731 2,794,288 1,882,658 (374,342) The accompanying notes form an integral part of this Statement of Financial Position Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 23 Financial Reports (Cont) Indophil Resources NL Statement of Financial Performance for the financial period ended 31 December 2002 Note Revenues from ordinary activities Occupancy expenses Administration Borrowing costs Other expenses 2 Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ 153,512 (92,493) (418,417) (13,451) (2,579,480) 104,485 (62,576) (386,070) (29,750) (6,215,469) 147,422 (33,504) (451,891) (13,451) (3,810,348) 55,028 (18,785) (326,201) (29,750) (9,750,709) (2,950,329) (6,589,380) (4,161,772) (10,070,417) - - - - Loss from ordinary activities after income tax expense (2,950,329) (6,589,380) (4,161,772) (10,070,417) Net Loss (2,950,329) (6,589,380) (4,161,772) (10,070,417) - - - - (2,950,329) (6,589,380) (4,161,772) (10,070,417) - - - - (2,950,329) (6,589,380) (4,161,772) (10,070,417) 2 2 Loss from ordinary activities before income tax expense Income tax expense relating to ordinary activities 3 Net loss attributable to outside equity interest Net loss attributable to members of Indophil Resources NL Total revenues, expenses and valuation adjustments attributable to members of Indophil Resources NL and recognised directly in equity Total changes in equity other than those resulting from transactions with owners as owners attributable to members of Indophil Resources NL Earnings per Share Basic - cents Diluted - cents 2 (3.51) (3.43) The accompanying notes form an integral part of this Statement of Financial Performance Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 24 Indophil Resources NL Statement of Cash Flows for the financial period ended 31 December 2002 Note Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Cash Flows from Operating Activities Payments to suppliers and employees Interest received Interest paid (641,161) 153,512 (13,451) (580,377) 73,218 (29,750) (666,783) 147,422 (13,451) (331,790) 55,680 (29,750) (501,100) (536,909) (532,812) (305,860) Payments for property, plant and equipment Payments for exploration and evaluation Payments for Tampakan acquisition costs Payments for shares in related entities Loans made Loan repayments received (69,171) (1,563,816) (752,979) (1,438,456) 53,380 (16,403) (509,794) (1,148,344) (256,000) (2,794,346) 587,500 (11,991) (154,569) (752,979) (2,804,511) 53,380 (8,453) (1,242,576) (256,000) (3,485,594) 587,500 Net investing cash flows (3,771,042) (4,137,387) (3,670,670) (4,405,123) Proceeds from issue of shares Payments for Initial Public Offering Proceeds from borrowings Payments for postponed Initial Public Offering 6,389,250 (570,478) (304,866) 4,220,000 600,000 (659,093) 6,389,250 (570,478) (304,866) 4,220,000 600,000 (659,093) Net financing cash flows 5,513,906 4,160,907 5,513,906 4,160,907 Net increase (decrease) in cash held 1,241,764 (513,389) 1,310,424 (550,076) Cash at the beginning of the financial period 780,530 1,262,000 532,354 1,082,471 Exchange rate variations on foreign cash balances (18,185) 31,919 (1,372) (41) 2,004,109 780,530 1,841,406 532,354 Net operating cash flows 17 Cash Flows from Investing Activities Cash Flows from Financing Activities Cash at the end of the financial period 17 The accompanying notes form an integral part of this Statement of Cash Flows Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 25 Notes to the Financial Reports Note 1. Statement of Significant Accounting Policies (a) Change of Financial Year Indophil Resources has received permission from the Australian Stock Exchange and the Australian Taxation Office to change its financial year to finish at December 31 rather than July 31. Consequently, the financial year reported as "2002" in the financial statements and notes to the financial statements is for the 17 (seventeen) months August 1, 2001 to December 31, 2002. The comparatives shown as "2001" is for the 12 (twelve) months August 1, 2000 to July 31, 2001. (b) Basis of Accounting The financial statements have been prepared as a general purpose financial report in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Urgent Issues Group Consensus views. The accounting policies used are consistent with those adopted in the previous year unless otherwise stated at Note 1(az). The financial statements have also been prepared in accordance with the historical cost convention and do not take account of changes in either the general purchasing power of the dollar or in the prices of specific assets. The accounts have been prepared on a going concern basis, which contemplates the continuity of normal business activity, and the realisation of assets and settlement of liabilities in the ordinary course of business. The ability of the Company to continue to operate as a going concern is dependent upon the raising of additional finance to fund future operations through placements, exercise of options, or by other means. Having regard to these factors, the directors are of the opinion that the basis upon which the accounts are presented is appropriate in the circumstances. (c) Principles of Consolidation The consolidated financial statements include the financial statements of the parent entity, Indophil Resources NL, and its controlled entities, referred to collectively throughout these financial statements as the "Consolidated entity". All inter-entity balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the period, the results are included only from the date control commenced or up to the date control ceased. Financial statements of foreign controlled entities presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with group policy and general accepted accounting principles in Australia. (d) Foreign Currency Transactions Foreign currency items are translated to Australian currency on the following basis: transactions are converted at exchange rates approximating those in effect at the date of each transaction; amounts payable and receivable are translated at the average of the buy and sell rates available on the close of business at balance date. the financial statements of all foreign operations are translated using the temporal method as they are considered inter-dependent. Exchange differences relating to monetary items are included in the Statement of Financial Performance, as exchange gains or losses, in the period when the exchange rates change. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 26 (e) Exploration Expenditure Exploration expenditure incurred is charged against earnings as incurred, except in the case of areas of interest where title is granted and: it is expected that the expenditure will be recouped by future exploitation or sale; or at balance date, exploration activities have not reached a stage which permits a reasonable assessment of the existence of economically recoverable reserves, and active and significant operations are continuing. In these cases the expenditure is recognised as an asset. Ultimate recoupment of these costs is dependent on the successful development and commercial exploitation, or sale, of the respective areas of interest. (f) Plant and Equipment Property, plant and equipment is depreciated over the useful economic lives as follows: Item Leasehold improvements Owned plant and equipment Life 3 years 2-5 years Method Straight line Straight line (g) Income Tax Tax effect accounting has been adopted by the Consolidated entity. Future income tax benefits are available to the Consolidated entity in respect of tax losses. However as there is no certainty that entities in the Consolidated entity will derive sufficient future assessable income to realise these benefits, no amount has been benefited in the financial statements in respect thereof. (h) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (i) Recoverable Amounts of Non-current Assets All non-current assets other than deferred exploration expenditure are reviewed at least annually to determine whether their carrying amounts require writing down to recoverable amount. Recoverable amount is determined using net cash flows not discounted to present values. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 27 Notes to the Financial Reports (Cont) (i) Joint Ventures An interest in a joint venture is brought to account by including in the respective financial statement categories: the Consolidated entity’s share in each of the individual assets employed in the joint venture; liabilities incurred by the Consolidated entity in relation to the joint venture including the Consolidated entity’s share of any liabilities for which the Consolidated entity is jointly and/or severally liable; and the Consolidated entity’s share of expenses of the joint venture. Interests in the joint venture partnerships are carried at the lower of the equity–accounted amount and recoverable amount in the consolidated financial report. (k) Leased Assets Assets acquired under finance leases are recognised and amortised over the life of the relevant lease or, where ownership is likely to be obtained on expiration of the lease, over the expected useful life of the asset. Lease payments are allocated between borrowing costs and reduction in the lease liability. Operating lease assets are not recognised and rental payments are charged to the Statement of Financial Performance in the period in which they are incurred. (l) Goodwill on Acquisition On acquisition of a controlled entity, the difference between the purchase consideration plus incidental expenses and the fair value of identifiable net assets acquired is initially brought to account as goodwill or discount on acquisition. Goodwill is amortised on a straight line basis over the period during which the benefits are expected to arise. The unamortised balance of goodwill is reviewed at each balance date and are charged to the Statement of Financial Performance to the extent that applicable future benefits are no longer probable. (m) Provision for Employee Entitlements Provision has been made in the financial statements for benefits accruing to employees in relation to annual leave. No provision is made for non-vesting sick leave as the anticipated pattern of future sick leave taken indicates that accumulated non-vesting leave is not expected to be paid. All on-costs, including payroll tax, workers’ compensation premiums and fringe benefits tax are included in the determination of provisions. Annual leave provisions are measured at their nominal amounts. (n) Financial Instruments included in Assets Bank deposits, bills of exchange, promissory notes, loans, marketable securities and marketable equity securities are carried at cost. Purchases and sales of investments are recognised on the trade date. Other investments are included in investments at the lower of cost or recoverable amount. Trade and other debtors are recorded at the amount of contracted proceeds. (o) Financial Instruments included in Liabilities and in Equity Convertible notes are recorded at cost. Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders. (p) Provision for Restoration and Rehabilitation Restoration costs that are expected to be incurred are provided for as part of the cost of the exploration, evaluation, development, construction or production phases that give rise to the need for restoration. Accordingly, these costs are recognised gradually over the life of the facility as these Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 28 phases occur. The costs include obligations relating to reclamation, waste site closure, plant closure, platform removal and other costs associated with the restoration of the site. These estimates of the restoration obligations are based on anticipated technology and legal requirements and future costs, which have been discounted to their present value. Any changes in the estimates are adjusted on a retrospective basis. In determining the restoration obligations, the entity has assumed no significant changes will occur in the relevant legislation in relation to restoration of such tenements in the future. No provision has been recognised in the financial statements, as there is no expectation of future costs at the current stage of exploration. (q) Superannuation Plans The parent entity contributes to individual prescribed superannuation funds of employees. Contributions of up to 9% of employee’s salaries are legally enforceable in Australia. All the funds are fully vested accumulated contribution type plans. (r) Comparative Figures Where necessary, comparatives have been reclassified and repositioned for consistency with current period disclosures as a result of the first-time application of revised Accounting Standards AASB 1005 "Segment Reporting". (s ) Cash and cash equivalents Cash on hand and in banks and short-term deposits are stated at nominal value. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 2 working days. (t) Receivables Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectable debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred. Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis. (u) Investments Investments in associates are carried at the lower of the equity-accounted amount and recoverable amount in the consolidated financial report. All other non-current investments are carried at the lower of cost and recoverable amount. (v) Payables Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis. (w) Interest-bearing liabilities All loans are measured at the principal amount. Interest is charged as an expense as it accrues. (x) Contributed equity Issued and paid up capital is recognised at the fair value of the consideration received by the company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 29 Notes to the Financial Reports (y) (Cont) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured.The following specific recognition criteria must also be met before revenue is recognised: Interest Control of the right to receive the interest payment. (z) Earnings per share Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net profit attributable to members, adjusted for: costs of servicing equity (other than dividends); the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (az) Changes in Accounting Policy AASB 1027 Earnings Per Share The consolidated entity has adopted the revised Accounting Standard AASB 1027 "Earnings Per Share" and has for the first time, determined basic and diluted earnings per share in accordance with the revised Standard. Basic earnings per share (EPS) was previously calculated by dividing the profit from ordinary activities after tax and preference dividends by the weighted average number of ordinary shares outstanding during the financial period. In accordance with the revised AASB 1027, basic EPS is now calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS was previously determined by dividing the profit from ordinary activities after tax and preference dividends adjusted for the effect of earnings on potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) outstanding during the financial period. In accordance with AASB 1027, diluted EPS is now calculated as net profit attributable to members, adjusted for: costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 30 Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ 72,566 31,919 147,422 - 55,028 - Note 2. Profit and Loss Items Loss from ordinary activities is after crediting the following revenues: Revenues from ordinary activity: Interest from unrelated persons 153,512 Net foreign exchange gains Total revenues from ordinary activity 153,512 104,485 147,422 55,028 Total revenues 153,512 104,485 147,422 55,028 Loss from ordinary activities is after charging the following expenses: Depreciation: Depreciation of: - Plant and equipment 6,682 - Leasehold improvements - 7,048 1,673 6,682 - 7,048 1,673 Total depreciation 6,682 8,721 6,682 8,721 Operating Lease rentals: Lease payments 116,511 79,673 26,588 18,026 Borrowing Costs: Interest paid or payable to: - Related entity 13,451 29,750 13,451 29,750 1,385,076 2,206,846 2,751,131 7,207,081 752,979 118,374 1,285,841 1,626,188 752,979 - 1,285,841 110,981 304,866 18,185 840,594 256,000 - 304,866 1,372 840,594 306,171 41 2,579,480 6,215,469 3,810,348 9,750,709 Loss from Ordinary activities before income tax includes the following significant items above: (a) Provisions for: Loan to Sagittarius Mines Inc Loan to Southcot Mining Corp Loan to Tampakan Mining Corp Loans to controlled entities 1,051,776 166,650 166,650 - 2,206,846 - 1,045,728 166,650 166,650 1,372,103 2,206,846 5,000,235 Net charge to provision for non-recoverable loans 1,385,076 2,206,846 2,751,131 7,207,081 (b) Includes diminution for: Investment in Sagittarius Mines Inc Investment in controlled entities - 256,000 - - 256,000 50,171 Total diminution in value of investments - 256,000 - 306,171 Other Expense Items: Net charge to provision for non-recoverable loans Write off of costs associated with Tampakan acquisition Write off of exploration expenditure Write off of postponed Initial Public Offering costs Diminution in value of investments Net foreign exchange losses (a) (b) There was nil tax effect on all significant items. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 31 Notes to the Financial Reports (Cont) Consolidated 2002 2001 $ $ (a) Earnings per share The following represents the income and share data used in the calculations of basic and diluted earnings per share: Earnings used in calculating basic and diluted earnings per share: (2,950,329) - Consolidated 2002 2001 No of Shares No of Shares (a) Weighted average number of ordinary shares used in calculating basic earnings per share 83,944,349 Effect of Dilutive Securities: Share Options Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share 1,955,556 85,899,905 (a) No comparatives are presented as the consolidated entity did not prepare earnings per share calculations prior to listing on the Australian Stock Exchange in May 2002. Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 3. Income Tax (a) Income tax expense The difference between income tax expense provided in the financial statements and the prima facie income tax expense is reconciled as follows: Loss from ordinary activities Prima facie tax (benefit) thereon at 30% (2001: 34%) Tax effect of permanent and other differences: - Non deductible project acquisition costs - Non deductible interest - Non deductible provision for doubtful debts - Diminution in value of investments - Postponed Initial Public Offering costs written off - non deductible - Exploration costs written off – non deductible Future income tax benefit not brought to account Total income tax attributable to loss from Ordinary activities (2,950,329) (6,589,380) (4,161,772) (10,070,417) (885,099) (2,240,389) (1,248,532) (3,423,942) 225,893 4,035 415,523 - 437,186 10,115 87,040 225,893 4,035 825,339 - 437,186 10,115 2,450,408 104,098 91,460 35,512 112,676 279,492 37,734 1,388,822 91,460 101,805 279,492 37,734 104,909 - - - - Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 32 (b) Benefit of income tax losses not brought to account As at 31 December 2002, the Consolidated entity has estimated future income tax benefits arising from tax losses and mining expenditure of $1,409,132 (2001: $1,296,456). This benefit has not been brought to account as realisation is not virtually certain. The benefit will only be obtained if: (i) the Consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefits from the deductions to be realised; (ii) the Consolidated entity continues to comply with the conditions for deductibility imposed by the law; and (iii) no changes in tax legislation adversely affect the Consolidated entity in realising the benefit from the deductions for the losses. The future income tax benefit has been reduced to reflect the effect of legislated changes to income tax rates from 34% to 30%. Income tax expense and deferred tax balances presented in this financial report do not take into account the impact, if any, that may arise should the group elect to enter into a tax consolidation group. Note 4. Segment Reporting Phillipines 2002 2001 $ $ Australia 2002 2001 $ $ Eliminations 2002 2001 $ $ Consolidated 2002 2001 $ $ Revenue Sales to customers outside the consolidated entity Other revenues from customers outside the consolidate entity Inter segment revenues - - - - - - - - 6,090 - 49,457 - 147,422 - 55,028 - - - 153,512 - 104,485 - Total segment revenue 6,090 49,457 147,422 55,028 - - 153,512 104,485 - - 153,512 104,485 Unallocated revenue Total consolidated revenue Results Segment result (947,814) (2,966,191) (2,002,515) (3,623,189) - - (2,950,329) (6,589,380) Unallocated expenses - - Consolidated entity loss from ordinary activities before income tax expense Income tax expense (2,950,329) (6,589,380) - Consolidate entity loss from ordinary activities after income tax (2,950,329) (6,589,380) Assets Segment assets 4,732,377 3,446,386 4,496,951 3,070,999 (2,649,241) (2,683,414) Unallocated assets Total Assets Liabilities Segment liabilities 1,792,500 1,329,047 141,418 932,017 (1,616,562) (1,221,381) Unallocated liabilities Total liabilities Other segment information Acquisition of property, plant and equipment Increase in capitalized exploration costs Depreciation Non-cash expenses other than depreciation and amortisation 57,180 6,580,087 3,833,971 - - 6,580,087 3,833,971 317,356 1,039,683 - - 317,356 1,039,683 7,950 11,991 8,453 - - 69,171 16,403 1,460,350 (1,116,394) 14,908 45,656 6,682 8,721 (14,908) (45,656) 1,460,350 6,682 1,116,394 8,721 1,385,076 2,462,846 - - 1,385,076 2,462,846 - - Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 33 Notes to the Financial Reports (Cont) Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 5. Receivables (current) Advances to staff Other receivables 1,512 6,451 1,368 11,585 2,780 10,486 Total current receivables 7,963 12,953 2,780 10,486 43,266 30,993 12,248 7,071 Cost Opening balance Additions Disposals 45,288 (9,586) 45,288 - 9,586 (9,586) 9,586 - Closing balance 35,702 45,288 - 9,586 Accumulated depreciation Opening balance Depreciation for the period Disposals 41,569 3,719 (9,586) 30,971 10,598 - 9,586 (9,586) 7,913 1,673 - Closing balance 35,702 41,569 - 9,586 Net book value - 3,719 - - Cost Opening balance Additions Disposals 236,909 69,171 - 223,195 16,403 (2,689) 30,161 11,991 - 21,708 8,453 - Closing balance 306,080 236,909 42,152 30,161 Accumulated depreciation Opening balance Depreciation for the period Disposals 217,652 17,871 - 175,609 43,779 (1,736) 22,397 6,682 - 15,349 7,048 - Closing balance 235,523 217,652 29,079 22,397 Net book value 70,557 19,257 13,073 7,764 Total Plant and equipment 70,557 22,976 13,073 7,764 Note 6. Other Assets (current) Prepayments Note 7. Plant and Equipment (a) Leasehold Improvements: (b) Plant and Equipment: Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 34 Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 8. Deferred Exploration Costs Opening balance 2,986,519 4,102,913 - 111,758 Additions 1,578,724 509,794 154,569 (777) Exploration written off (118,374) (1,626,188) - (110,981) Closing balance 4,446,869 2,986,519 154,569 - The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective mining areas. Amortisation of the costs carried forward for the development phase is not being charged pending the commencement of production. Note 9. Other Financial Assets (non-current) Investments Securities, carried at cost, not quoted on prescribed stock exchanges: - Shares in controlled entities - Shares in Sagittarius Mines Inc 256,000 256,000 50,171 256,000 50,171 256,000 256,000 256,000 306,171 306,171 Less diminution of value of investments (256,000) (256,000) (306,171) (306,171) Total non-current other financial assets - - - - 3,258,622 166,650 166,650 - 2,206,846 - 4,483,437 3,252,574 166,650 166,650 2,609,930 3,934,596 2,206,846 1,786,668 3,591,922 2,206,846 10,679,241 7,928,110 (3,591,922) (2,206,846) (10,679,241) (7,928,110) Refundable deposits 7,323 - - - Total non-current other assets 7,323 - - - Trade creditors – unsecured Sundry creditors and accruals 147,202 140,919 153,504 252,352 20,094 98,488 94,442 218,075 Total current payables 288,121 405,856 118,582 312,517 29,235 33,827 22,836 19,500 Note 10. Other Assets (non-current) Loans to other entities Loans to controlled entities Loans to Sagittarius Mines Inc Loan to Southcot Mining Corp Loan to Tampakan Mining Corp Loans to other entities – controlled entites Less provision for non-recoverability Note 11. Payables (current) Note 12. Provisions (current) Employee entitlements Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 35 Notes to the Financial Reports (Cont) Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 13. Interest Bearing Liability (non-current) Unsecured: Convertible Notes 600,000 of $1each - 600,000 - 600,000 A loan from Australian Selection Pty Ltd was taken out on 8 January 2001 for a minimum of three months, repayable on demand with an interest rate of 8.5% p.a. payable monthly in arrears. On 10th July 2001 the loan was converted into $600,000 unsecured convertible notes. On 12 November 2001 the Company resolved that the convertible notes be exercisable into equity at $0.10 per share with a free attaching option exercisable at the discretion of the holder at any time prior to 31 January 2002 at $0.10 per option. These terms were similar to the October 2001 offer to shareholders. The convertible notes were exercised on 12 November 2001 and resulted in the allotment of 6,000,000 shares and options to Australian Selection Pty Ltd. Note 14. Contributed Equity Ordinary shares 17,855,755 11,436,983 17,855,755 11,436,983 Movements in contributed equity for the period: No of Ordinary Shares 2002 2001 $ $ On issue at start Issued during the period (i) Conversion from Convertible Note (ii) Conversion of share options Public Equity Raising (i) less transaction costs On issue at end Value of Ordinary Shares 2002 2001 $ $ 60,152,005 3,958,750 6,000,000 9,933,750 20,000,000 39,052,005 21,100,000 11,436,983 395,875 600,000 993,375 5,000,000 (570,478) 7,216,983 4,220,000 100,044,505 60,152,005 17,855,755 11,436,983 (i) During the period shares were issued as part of the equity raising exercise and initial public offering to fund future activities of the controlled entity. (ii) see note 13. Options Over Ordinary Shares: Month of issue Note Nov 1999 Number Number of Number issued recipients exercised 1,000,000 1 - Options outstanding at Exercise balance date price 1,000,000 $0.50 Exercise period Expiration date Nov 1999 to May 2004 10-May-04 Sep 2000 7,500,000 3 - 7,500,000 $0.20 Dec 2000 to Oct 2003 1-Oct-03 Oct 2000 7,000,000 9 - 7,000,000 $0.20 Dec 2000 to Oct 2003 1-Oct-03 Nov 2000 2,236,500 3 - 2,236,500 $0.35 Nov 2000 to May 2004 10-May-04 Nov 2000 2,236,500 3 - 2,236,500 $0.50 Nov 2000 to May 2004 10-May-04 Nov 2000 200,000 1 - 200,000 $0.35 Dec 2000 to May 2004 10-May-04 Nov 2000 200,000 1 - 200,000 $0.50 Dec 2000 to May 2004 10-May-04 Jan 2001 100,000 1 - 100,000 $0.20 Jan 2001 to Oct 2003 1-Oct-03 Jan 2001 May 2002 (1) 3,000,000 1 - 3,000,000 $0.20 Jan 2001 to Oct 2003 1-Oct-03 20,000,000 578 - 20,000,000 $0.25 May 2002 to Dec 2004 31-Dec-04 43,473,000 (1) Pursuant to the Initial Public Offering the parent issued 20,000,000 options at an exercise price of $0.25 exercisable by 31 December 2004. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 36 During the period the parent had available to exercise 9,958,750 options at an exercise price of $0.10 of which 9,933,750 were exercised and 25,000 lapsed without being exercised. In addition a further 1,000,000 options at an exercise price of $0.35 lapsed without being exercised during the period. If the Tampakan Acquisition is consummated then 6,629,630 shares and 4,629,630 options (exercisable at $0.20) will be issued to Sagittarius Mines Inc. at no cost as per the Agreement with Sagittarius Mines Inc. Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 15. Accumulated Losses Accumulated losses at the beginning of the financial period Net loss Accumulated losses at the end of the financial period (8,642,695) (2,950,329) (2,053,315) (6,589,380) (11,811,325) (4,161,772) (1,740,908) (10,070,417) (11,593,024) (8,642,695) (15,973,097) (11,811,325) 2,794,288 5,163,668 (374,342) 5,476,075 (2,950,329) (6,589,380) (4,161,772) (10,070,417) 6,989,250 (570,478) 4,220,000 - 6,989,250 (570,478) 4,220,000 - 6,262,731 2,794,288 1,882,658 (374,342) Note 16. Equity Total equity at beginning of financial period Total changes in equity recognised in the Statement of Financial Performance Transactions with owners as owners: Contributed equity Less transaction costs Total equity at the reporting date Note 17. Notes to the Statement of Cash Flows (a) Reconciliation of Cash For the purposes of the Statements of Cash Flows, cash includes cash on hand and in bank and short term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the financial period as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows: Cash on hand Call deposits with banks 230,359 1,773,750 192,734 587,796 67,656 1,773,750 32,354 500,000 2,004,109 780,530 1,841,406 532,354 Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 37 Notes to the Financial Reports (Cont) Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 17. Notes to the Statement of Cash Flows (cont) (b) Reconciliation of Net Loss after Income Tax to Net Cash used in Operating Activities Net loss after income tax Adjustments for non-cash income and expense items: Depreciation of property, plant and equipment Net loss for property, plant and equipment written off Exploration costs written off Acquisition costs written off Postponed Initial Public Offering costs written off Net foreign exchange losses (gains) Transfers to provisions: Employee entitlements Provision for non-recoverable loans Diminution in value of investments (2,950,329) (6,589,380) (4,161,772) (10,070,417) 6,682 8,721 6,682 8,721 118,374 752,979 304,866 18,185 953 1,626,188 1,285,841 840,594 (31,919) 752,979 304,866 1,372 110,981 1,285,841 840,594 41 (4,592) 1,385,076 - (3,963) 2,206,846 256,000 3,336 2,751,131 - 4,001 7,207,081 306,171 Changes in assets and liabilities: (Increase)/decrease in assets: Accounts receivable Prepayments and other assets (Decrease)/Increase in liabilities: Trade Creditors 4,990 (19,596) (1,868) (8,474) 7,706 (5,177) (3,947) (7,071) (117,735) (126,448) (193,935) 12,144 Net cash from operating activities (501,100) (536,909) (532,812) (305,860) 15 15 3 3 29,235 33,827 22,836 19,500 2,467 - - 48,612 60,060 - 11,400 2,670 - 12,866 5,199 Note 18. Employee Entitlements The number of full-time equivalents employed as at December 31, 2002 (July 31, 2001) are: Employee Entitlements Recognised Aggregate employee entitlement liability (refer to note 12) Note 19. Foreign Currency Exposure Current assets Amounts receivable in foreign currency which are not effectively hedged: - Philippine pesos 5,183 Current liabilities Amounts payable in foreign currency which are not effectively hedged: - United States dollars 11,400 - Philippine pesos 127,108 - British pounds 2,670 - Singapore dollars - The Australian dollar equivalents of foreign currency monetary items included in the Statement of Financial Position headings to the extent that they are not effectively hedged, are set out above. These amounts include the payables and receivables of foreign subsidiaries which are not effectively hedged by other foreign currency denominated items. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 38 Consolidated 2002 2001 $ $ Parent 2002 $ 2001 $ Note 20. Commitments (a) Operating lease expenditure contracted for is payable as follows: Not later than one year Later than one year but not later than five years Later than five years 50,240 15,293 - 28,682 - 26,596 15,293 - 4,935 - 65,533 28,682 41,889 4,935 Operating leases are entered into as a means of acquiring access to office facilities. Rental payments are generally fixed, but with inflation escalation clauses. No renewal or purchase options exist in relation to operating leases and no operating leases contain restrictions on financing or other leasing activity. (b) Capital expenditure commitments contracted for is payable as follows Not later than one year Later than one year but not later than five years Later than five years - - - - - - - - 2,219,000 - 800,000 2,900,000 - 2,000,000 - - 2,219,000 3,700,000 2,000,000 - (c) Commitments for exploration expenditure are scheduled as follows: Not later than one year Later than one year but not later than five years Later than five years Due to the uncertain nature of exploration the Consolidated entity believes the provision of any estimated expenditure is unable to be forecast with any reliability. The Consolidated entity is able to relinquish interest in tenements or exploration permits at any stage. However, should the Consolidated entity decide to retain its existing interests the minimum expenditure payable in the next year would be $2,219,000 (included in the table above). Note 21. Contingent Liabilities Amounts payable to Sagittarius Mines Inc on successful acquisition of Tampakan tenements (US$500,000) 1,000,000 Amount of unpaid capital (75%) in the issued capital of Sagittarius Mines Inc liable to be called. 768,000 1,000,000 1,000,000 1,000,000 768,000 768,000 768,000 Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 39 Notes to the Financial Reports (Cont) Note 22. Controlled Entities The consolidated financial statements at 31 December 2002 include the following controlled entities. The financial years of all controlled entities are the same as that of the parent entity. Name of controlled entity Indophil Resources (Phils) Inc Osprey Mineral Exploration Corporation Pulong Ilog Mineral Exploration Corporation San Leonardo Mineral Exploration Corporation San Eduardo Mineral Exploration Corporation San Christo Mineral Exploration Corporation Omega Mineral Exploration Co Inc Xenia Mineral Exploration Co Inc Southern Philippines Exploration Pty Ltd Luzon Resources Pty Limited Visayan Resources Pty Limited Southern Exploration Corporation Place of Incorporation (1) (2) (2) (2) (2) Philippines Philippines Philippines Philippines Philippines Philippines Philippines Philippines Australia Australia Australia Philippines % of shares held 2002 2001 40 64 64 64 100 100 100 100 100 100 100 100 40 64 64 64 100 100 100 100 100 100 100 100 (1) Though 40% owned, Indophil Resources NL has a call option to purchase the 60% equity held by other shareholders. In consideration for the grant of the call option, the option deed requires Indophil Resources NL to advance loans to the 60% shareholders to enable those shareholders to meet cash calls for exploration expenditure. Therefore the assets and net loss have been attributed 100% to the members of Indophil Resources NL. (2) These companies made no contribution to the consolidated results for the period. Note 23. Interests in Joint Venture Operations Joint venture name Principal Activity Interest held in output 2002 2001 % % Manat (1) Mineral exploration 25 25 Leyte-Sogod (1) Mineral exploration 0 0 (1) Earning up to 50% interest. Consolidated 2002 2001 $ $ Assets employed in joint venture operations: Capitalised Exploration Costs 2,301,738 1,547,873 Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 40 Note 24. Remuneration of officers (a) Income of Directors The number of directors of the parent entity who were paid, or were due to be paid, income (including brokerage, commission, bonuses, retirement payments, salaries, and payments to a prescribed superannuation fund) directly or indirectly from the Company or any related party, were: Parent 2002 $ 2001 $ $10,000 – 19,999 - $20,000 – 29,999 1 - $40,000 – 49,999 - 1 $50,000 – 59,999 1 - $80,000 – 89,999 1 - $130,000 – 139,999 - 1 $140,000 – 149,999 - 1 $200,000 – 209,999 1 - $220,000 – 229,999 The aggregate income of the directors referred to above 1 1 - $589,767 $331,891 The total income paid or payable, directly or indirectly, from the respective entities of which they are director, or from any related party, to all the directors of each entity in the Consolidated entity was $591,367 (2001: $333,491). (b) Income of Executives The number of executive officers whose total income for the period falls within the following bands, were: Consolidated 2002 2001 $ $ $130,000 – 139,999 Parent 2002 $ - 1 $140,000 – 149,999 - $200,000 – 209,999 1 $220,000 – 229,999 The aggregate income of the executives referred to above 2001 $ - 1 1 - 1 - 1 - 1 - 1 - $422,361 $281,289 $422,361 $281,289 Income of executives comprises amounts paid or payable to executive officers, directly or indirectly, by the Consolidated entity or any related party in connection with the management of the affairs of the entity or Consolidated entity, whether as executive officers or otherwise. These amounts are paid to executive directors included above in Income of Directors. Note 25. Remuneration of Auditors Remuneration received, or due and receivable, by the auditor of the parent entity: - Audit or review of the financial statements (i) - Other services (i) 28,563 73,187 19,000 184,250 28,563 73,187 19,000 184,250 - - Remuneration received, or due and receivable, by a related practice of the auditor for: - Audit or review of the financial statements - Other services 17,544 - 20,992 110,659 (i) Effective 27 May 2002, the partnership of Arthur Andersen Australia (AA) was dissolved. Consequently AA resigned as auditors of Indophil Resources NL and applicable subsidiaries, and the Directors resolved to appoint Ernst & Young as the successor auditor to these entities. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 41 Notes to the Financial Reports (Cont) Note 26. Related Party Disclosures (a) Directors The following persons held the position of director of Indophil Resources NL during all of the past two financial years, unless otherwise stated: R.B Davis (Chairman) T W Robbins C N Middleton K P Robinson P Maloney (appointed 13 May 2002) (b) Directors' Shareholdings Shares issued by the parent entity 2002 2001 Shares and share options acquired from the entity during the period: Ordinary shares Ordinary share options 40,000 40,000 100,000 500,000 2,506,001 4,763,000 2,466,001 4,723,000 Shares and share options held at the end of the period: Ordinary shares Ordinary share options (c) Transactions with Related Parties Loans have been made to Indophil Resources (Phils.) Inc. and other controlled entities, for funding of exploration and working capital needs. On 10 July 2001 the Company issued to Australian Selection Pty Ltd 600,000 unsecured convertible notes with a face value of $1 each. On 12 November 2001 the Company resolved that the convertible notes be exercisable into equity at $0.10 per share with a free attaching option exercisable at the discretion of the holder at any time prior to 31 January 2002 at $0.10 per option. These terms were similar to the October 2001 offer to shareholders. The convertible notes were exercised on 12 November 2001 and resulted in the allotment of 6,000,000 shares and options to Australian Selection Pty Ltd. (d) Ultimate Parent Indophil Resources NL is the ultimate parent company. Note 27. Subsequent Events There have been no significant events since year end. Note 28. Financial Instruments The Consolidated entity has not entered into any forward foreign exchange agreements and foreign currency options. Remittances to the Philippines have been in Australian dollars on a needs basis. Most of the Consolidated entity’s expenditure in the foreseeable future will be in Philippine pesos, so the Consolidated entity is exposed to the Australian dollar – Philippine peso exchange rate. Net Fair Value of Financial Assets and Liabilities The Consolidated entity does not have any financial derivative liabilities. The financial liabilities of the Consolidated entity are carried at the amount at which the liability could be settled. Accordingly the net fair value is the same as the carrying value. Receivables, other current assets, cash and call deposits are immediately realisable. Accordingly the net fair value is the same as the carrying amount. Interest Rate Risk Exposure The Consolidated entity is exposed to interest rate risk through primary financial assets and liabilities. The following table summarises interest rate risk for the Consolidated entity together with effective interest rates as at balance date. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 42 2002 Floating interest rate $ Financial Assets Cash Receivables Other Assets Financial Liabilities Payables Interest bearing liability 2001 Financial Liabilities Payables Interest bearing liability Non-interest bearing Floating (a) 1,773,750 - - - 230,359 7,963 7,323 - 1,773,750 - 245,645 - - - 288,121 - - - - 288,121 Floating interest rate Fixed interest rate maturing in: 1 year or Over 1 to 5 less years $ $ Average interest rate Fixed (b) $ - $ Financial Assets Cash Receivables Fixed interest rate maturing in: 1 year or Over 1 to 5 less years $ $ Non-interest bearing - 4.6% - - - Average interest rate Floating (a) Fixed (b) $ - 587,796 - - 192,734 12,953 - 587,796 - 205,687 - - 600,000 405,856 - - - 600,000 405,856 - 4.8% - - 8.5% (a) Floating interest rates represent the most recently determined rate applicable to the instrument at balance date. (b) The fixed rate of interest rate represents the weighted average contract rate in place at period end. The controlled entity does not have any financing facilities available to it. Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 43 Directors’ Declaration In accordance with a resolution of the directors of Indophil Resources NL, In the opinion of the directors: (a) the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 31 December 2002 and of their performance for the period ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001; and (b) the ability of the Company to pay its debts as and when they fall due is dependent upon certain developments outlined in Note 1(b) of the Notes to the Financial Statements. At the date of this declaration, there are reasonable grounds to believe that the developments will take place in such a way as to enable the Company to pay its debts as and when they fall due. On behalf of the Board T W Robbins Director Melbourne, 17 March 2003 Note: "2002" refers to the 17 month period ended 31 December 2002 and "2001" refers to the 12 month period ended 31 July 2001. 44 Liability limited by the Accountants Scheme, approved under the Professional Standards Act 1994 (NSW) 45 Shareholder and Other Information Top 20 Shareholders as recorded on the register of members at 28 February 2003 Shareholder Lion Selection Group Limited Lion Selection Group Limited Australian Selection Pty Ltd Becalm Pty Ltd & Elmlore Pty Ltd Alsons Development & Investment Corp. MIM Holdings Limited Haustella Pty Ltd <Ransom Family A/C> Chardere Pty Ltd Harry Fishman <Fishman Super Fund A/C> Chris Neil Middleton Palliser Limited Thomas Stirling Tootel Leslie Alan Wilson Weresyd Proprietary Limited Helgeo Nominees Pty Ltd Capx Limited John/Anne/Alex Sinclair Tony William Robbins Yandal Investments Pty Ltd KAP Investments Pty Ltd Number of Shares 28,775,000 7,000,000 6,000,000 3,400,000 2,937,500 2,500,000 2,124,815 2,000,000 1,914,814 1,366,001 1,275,560 1,111,180 1,080,000 1,045,000 1,014,813 1,000,000 1,000,000 1,000,000 1,000,000 859,783 68,404,466 Substantial Shareholder at as 28 February 2003 Lion Selection Group Limited 42,375,000 % 28.76 7.00 6.00 3.40 2.94 2.50 2.12 2.00 1.91 1.37 1.27 1.11 1.08 1.04 1.01 1.00 1.00 1.00 1.00 0.86 68.37 42.4 Distribution schedule of holders of ordinary share capital The number of fully paid ordinary shares issued at 28 February 2003 was 100,044,505 held by 832 shareholders whose voting rights are one vote for each share held. Size of Shareholding 1 - 1000 1001 - 5000 5001 - 10000 10001 - 100000 100001 - OVER Shareholdings of less than a marketable parcel as defined in the Australian Stock Exchange listing rules Number of Shareholders 2 62 220 457 91 832 16 Number of Shares 401 219,256 1,927,083 15,136,183 82,761,582 100,044,505 27,880 Shares Subject to Escrow The number of fully paid ordinary shares subject to escrow issued at 28 February 2003 was 17,766,001. The escrow period ends on 2 May 2004. Unquoted Shares The number of unquoted fully paid ordinary shares issued at 28 February 2003 was 17,766,001 held by 21 shareholders. Lion Selection Group Limited hold 11,200,000 shares. 46 Top 20 Optionholders as recorded on the register of option holders at 28 February 2003 Optionholder Weresyd Proprietary Limited Lyall Theodore Christensen C M Abbott Pty Limited Harry Fishman <Fishman Super Fund A/C> Yandal Investments Pty Ltd Pacific Tristar Pty Limited Lion Selection Group Limited Exwere Investments Pty Ltd Eileen Alma Duhs Ginga Pty Ltd Biotec International Pty Ltd Tierra Rist Pty Ltd Peter Charles Barnett Biotec International Pty Ltd <Bigum Super A/C> Stephen Stanley Brown & Philippa Anne Brown Cathedral Nominees Pty Ltd Dai Kyu Kim Zooup Pty Ltd John Francis Sidney O’Rourke F E G Pty Ltd Number of Options 1,000,000 545,000 470,000 400,000 400,000 380,000 375,000 360,000 320,000 260,000 236,000 214,570 200,000 200,000 200,000 200,000 200,000 200,000 170,000 160,000 % 5.00 2.73 2.35 2.00 2.00 1.90 1.88 1.80 1.60 1.30 1.18 1.07 1.00 1.00 1.00 1.00 1.00 1.00 0.85 0.80 6,490,570 32.46 Distribution schedule of holders of options The number of options issued at 28 February 2003 was 20,000,000 held by 501 holders. Size of Optionholding 1 - 1000 1001 - 5000 5001 - 10000 10001 - 100000 100001 - OVER Optionholdings of less than a marketable parcel as defined in the Australian Stock Exchange listing rules Number of Optionholders 0 3 146 318 34 Number of Options 0 11,500 1,264,000 10,356,330 8,368,170 501 20,000,000 100 785,500 Options Subject to Escrow The number of options subject to escrow issued at 28 February 2003 was 11,473,000. The escrow period for 6,850,000 options ends on 1 October 2003 and the escrow period for 4,623,000 ends on 10 May 2004. Unquoted Options The number of unquoted options issued at 28 February 2003 was 23,573,000 held by 24 option holders. No person holds more than 20% of the options. 47 Shareholder and Other Information (Cont) Schedule of Interests in Approved Mining Tenements Tenement Approval Date Current Ownership Project Area (Km2) Agreement Type IRN Equity 31/12/02 FTAA 02-95-X1 (Columbio) 23/03/1995 (R)11/12/02 Sagittarius Mines Inc. Tampakan 304.9 Operating Royalty 95 MPSA 094-97-XI 20/11/1997 (R)12/4/2002 Alsons Development Corp. (ALDEVINCO) Manat 15.47 Farmin & JV 25 MPSA 119-98-V 4/06/1998 (R)26/9/2001 IR Phils., Inc. Labo 9.95 Operating Royalty 100 EP 006(97) 21/11/1997 (R)10/1/2002 PNOC-EDC Hinotongan 89.69 Farmin & JV 0 16/01/2001 San Christo MEC LeyteSt Bernard 8.91 Operating Royalty 100 MPSA 169-2001-VIII Stock Exchange Listing Indophil Resources NL shares are traded on the Australian Stock Exchange. The codes under which the shares are traded are: IRN IRNO 48 Fully paid ordinary shares options exercisable at $0.25 each before 31 December 2004 Indophil’s Mission Corporate Directory Indophil is a mineral exploration company incorporated in Australia in December 1996 and focusing its activities on the discovery and subsequent development of copper and gold resources in the Philippines. DIRECTORS SOLICITORS Australia Mission Statement Bryan Davis Non Executive Chairman To grow shareholder wealth by the discovery, acquisition and subsequent development of gold and copper-gold resources in the Philippines. Tony Robbins Managing Director Objectives Chris Middleton Director of Exploration To employ effective and cost efficient modern exploration techniques, to discover gold, and copper – gold deposits. Through the discovery and development of major ore deposits, become a significant producer in the region. Strategy To maintain and strengthen the portfolio of quality projects in those geological provinces identified as having high prospectivity for the discovery of major deposits.These projects will be subjected to focused, effective and cost-efficient exploration. Kevin Robinson Non Executive Director Peter Maloney Non Executive Director COMPANY SECRETARY Colin Walker To maintain and strengthen the experienced team of dedicated and professional staff that has already been recruited to pursue a successful program based on technical excellence. PRINCIPAL AND REGISTERED OFFICE To direct all of our efforts and resources to the acquisition and field-testing of quality properties. Suite 3 Level 2 50 Market Street Melbourne VIC 3000 REGIONAL OFFICE Contents Level 3, L & F Building 107 Aguirre Street Legaspi Village Makati City 1299 Message to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 AUDITOR Statement of Corporate Governance Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Operations Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Financial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Notes to the Financial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Directors’ Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Independent Audit Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Shareholder and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Ernst & Young 120 Collins Street Melbourne VIC 3000 Freehills Level 43 101 Collins Street Melbourne Victoria 3000 Philippines Carag, Caballes, Jamora & Somera Law Offices 2nd Floor The Plaza Royale 120 Alfaro Street Salcedo Village Makati City Metro Manila Philippines SHARE REGISTRY Computershare Investor Services Pty Ltd Level 12 565 Bourke Street Melbourne Victoria 3000 BANKERS Australia and New Zealand Banking Group Ltd 388 Collins Street Melbourne Victoria 3000 Philippines ABN 45 076 318 173 ANNUAL REPORT 2002 Designed and printed by PMP Print, Level 1, 303 Collins Street, Melbourne.