Annual Report 30 June 2009

Transcription

1 (, TO BE RENAMED) NUCOAL RESOURCES NL () Annual Report 30 June 1

2 Contents Page Directors Report 3 Auditor s Independence Declaration 11 Income Statement 13 Balance Sheet 14 Statement of Changes in Equity 15 Cash Flow Statement 16 Notes to the Financial Statements 17 Independent Audit Report 35 Directors Declaration 37 2

3 DIRECTORS REPORT For the Reporting period ended 30 June Your directors submit the financial report of Supersorb Environmental NL ( Company ) for the year ended 30 June. These Financial Statements cover the period from 1 July to 30 June. On 22 February the Directors of the Company appointed Kim Strickland, Christopher Williamson and David Hurt of SimsPartners Chartered Accountants (now WA Insolvency Solutions Pty Ltd) as Administrators of the Company. The Company entered into a Deed of Company Arrangement and Reconstruction Deed which saw the current debts extinguished and facilitates the Company being recapitalised and reinstated to quotation on the Australian Securities Exchange (ASX). These Financial Statements report results and the financial position that are not representative of the position of the Company following completion of the recapitalisation and should not be used as the basis for any decision about the Company or its prospects. For additional information, please refer to Note 22 regarding events subsequent to balance date. These Financial Statements should be read in conjunction with the Prospectus lodged by the Company on 2 December. Directors The names of the directors of the Company in office during the reporting period and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Bradley Sounness Non-Executive Chairman Martin Shuttleworth Executive Director Peter Christie Non-Executive Director, appointed 28 October Review of operations On 22 February the Directors of the Company appointed Kim Strickland, Christopher Williamson and David Hurt of SimsPartners Chartered Accountants (now WA Insolvency Solutions Pty Ltd) as Administrators of the Company (Administrator). At a meeting on 13 June, the creditors resolved that the Company enter into a Deed of Company Arrangement (DOCA), which was executed on 4 July. On 21 August, the Company, and the Trustee entered into a Reconstruction Deed pursuant to which Trident Capital agreed to facilitate the recapitalisation of the Company. During the period the Company has not operated other than to progress the finalisation of the settlement with creditors and recapitalisation of the Company under the Reconstruction Deed. Results of Operations The Company recorded a net profit for the year to 30 June of 302,316 (30 June Loss 399,953). In the year ended 30 June the Consolidated Entity recorded a profit of 2,889,020. The current year net profit has arisen from Supersorb Environmental NL agreeing to a revision to the settlement with creditors under the Reconstruction Deed. The amendment resulted in a further forgiveness of debt of 466,033. In the comparative period, the Company entered into a Deed Of Company Arrangement, which gave rise to a transfer of subsidiary Supersorb Minerals NL out of the group resulting in a forgiven of debt of 3,626,920. Subsequent events Variation to Reconstruction Deed In a circular to Creditors dated 15 April, Trident has advised that the effect of the downturn in global financial markets and an increase in the number of distressed listed Company s has resulted in the market price for listed company shells significantly decreasing. As a result, Trident submitted a revised recapitalisation proposal. Under the revised recapitalisation proposal from Trident, the sum of 400,000 (as compared to the estimated amount of 866,039 under the initial proposal) is to be made available to the Creditors Trust from the recapitalisation of the Company. The Directors proposed the variation to the terms of the Reconstruction Deed to incorporate the revised proposal from Trident which also included an extension of time to 31 August for the recapitalisation to be completed. 3

4 At a meeting of Creditors held 23 April, the Creditors resolved to accept the reduced amount payable to the Creditors Trust under Trident s revised proposal and extend the time given to the Company to pay the required funds to 31 August. This agreement was varied further under a Deed of Amendment and Restatement dated 10 November extending the time given to satisfy the Creditors Trust to 28 February 2010 and to enable the Creditors Trust to accept shares in the Company to the value of 400,000 rather than cash settlement. Capital Raising In September the Company raised 1,500,000 from Sophisticated Investors, Professional Investors or otherwise excluded investors under section 708 of the Corporations Act under a Loan Agreement. The funds raised under the Loan Agreement have been used by the Company to pay costs associated with the Reconstruction and recapitalisation and also the costs of the general meeting. Option to Acquire Doyles Creek Mining Pty Ltd On 20 November the Company entered into an Option Agreement to acquire all of the issued capital of Doyles Creek Mining Pty Ltd. Exercise of the option is conditional on the Company raising 10,000,000 at 20 cents per share and receiving the necessary approvals from the Members, ASX and ASIC. It is also conditional on all of the Company s obligations under the Deed of Company Arrangement and Creditors Trust Deed being satisfied and all encumbrances being released. Prospectus On 2 December the Company lodged a prospectus with the ASIC for the raising of funds to satisfy the condition precedent to the exercise of the Option Agreement to raise 10,000,000 and also to enable various issues of shares, once authorised by the Company in General Meeting as set out below. At the date of this report the Company has received commitments for the 10,000,000 to be raised and is holding in trust for applicants in excess of 8,000,000 of application funds. The Company has applied to the ASX for reinstatement of its securities to the ASX. Upon satisfaction of any listing conditions the Company s securities will be requoted on the ASX. General Meeting At a General Meeting to be held on 29 December, the Company will meet to approve the following: The consolidation of capital at 1 for 144; Apply an amount of the accumulated losses against the share capital which is considered permanently lost; Issue 10,575,000 ordinary shares to Trident or its nominees; Issue 3,000,000 ordinary shares to Brad Sounness and 2,000,000 ordinary shares to Martin Shuttleworth or their nominees; Issue 5,000,000 ordinary shares to Blue Saint Pty Ltd or its nominees; Issue 4,000,000 ordinary shares to the Trustees of the Creditors Trust; Issue 15,000,000 ordinary shares to investors on conversion of the loan under the Convertible Loan Deed; Issue 50,000,000 ordinary shares at 20c each pursuant to the Prospectus; Issue 470,000,000 ordinary shares for the acquisition of Doyles Creek Mining Pty Ltd; and Change the name of the Company to Nucoal Resources NL. Dividends No dividends were paid or proposed to be paid to members during the year. Principal Activities The principal activity of the Consolidated Entity during the financial year was to further the administration and recapitalisation of the Company. Information on Directors Bradley Wade Sounness (Managing Director) Mr Sounness is a successful Western Australian Businessman with over 30 years in commerce through a wide variety of businesses. Other Current Directorships Former Executive Directorships in the Last Three Years Interests in Shares and Options in the Company Nil Nil 253,973,008 Ordinary Shares 4

5 Martin Shuttleworth (Non Executive Chairman) Mr Shuttleworth is a Certified Practising Accountant, with over 20 years experience in finance, taxation and all commercial aspects of a wide variety of businesses. He operates an accounting practice in Albany, Western Australia. He is primarily responsible for financial management. Other Current Directorships Former Executive Directorships in the Last Three Years Interests in Shares and Options in the Company Nil Nil 56,000,000 Ordinary Shares Peter Christie (Non-Executive Director) Mr Christie graduated from Curtin University with a Bachelor of Business in 1983 and is a qualified Accountant and Tax Agent. He has 17 years of public accounting experience and has developed extensive hospitality and property development interests. Other Current Directorships Carnavale Resources Limited (Non-Executive) Maverick Drilling Limited (Non-Executive) Former Executive Directorships in the Last Three Years Comdek Limited (26 November 2006 to 1 October 2007) Interests in Shares and Options in the Company Nil Ordinary Shares Company Secretary The Company secretary is Mr Craig Lemon whom was appointed on the 7 June He is currently Supersorb Group Accountant, a position he has held for over 10 years. He holds an Advanced Diploma in Accounting. Likely Developments and expected results of operations The Company has sought a suitable mineral exploration opportunities and the Directors believe that the acquisition of Doyles Creek Mining Pty Ltd will result in opportunities becoming available to the Company which will add value to the Company s Shares and provide a new direction for the Company. Indemnification and insurance of Directors and Officers The Company had a policy of insuring directors and officers of the Company as outlined below. The policy was allowed to lapse owing to the Company being in administration. The administrators of the Company are covered by their own insurance cover. It is the intention of the directors to take out suitable Directors and Officers Insurance following the successful reinstatement of the company to official quotation on the ASX. Subject to section 241 of the Corporations Act 2001, the Company intends to take out insurance that, to the extent the person is not otherwise indemnified, indemnifies every officer of the Company and its wholly owned subsidiaries against a liability: Incurred as officer to a person other than the Company or a related body corporate unless the liability arises out of conduct involving a lack of good faith; and For costs and expenses incurred in defending civil or criminal proceedings in which judgement is given in favour of that person or in which that person is acquitted, or in connection with an application in relation to those proceedings in which the court grants relief to that person under the Law. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers of the Company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Meetings of Directors There were no meetings of the Company s board of directors held during the year ended 30 June. 5

6 Remuneration Report This remuneration report is divided into two sections. The first details the basis of remuneration of the administrators during the period of the administration of the Company. The second reports on the remuneration of Directors and key management from 1 July 2007 until the date of appointment of the administrators on 22 February and is provided for comparative purposes only. Remuneration Report 22 February to 30 June For the period from 22 February to the balance date no remuneration has been paid to any Directors or executives of the Group while it has been in administration or subsequent to effectuation of the DOCA. Remuneration Report -1 July 2007 to 22 February The remuneration report is set out under the following headings: (1) Principles used to determine the nature and amount of remuneration; (2) Details of remuneration; (3) Service agreements; (4) Share-based compensation; and (5) Additional information. 1 Principles used to determine the nature and amount of remuneration (audited) The objective of the Company s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms to market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: (i) (ii) (iii) (iv) (v) competitiveness and reasonableness; acceptability to shareholders; performance linkage / alignment of executive compensation; transparency; and capital management. The Company has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation. Alignment to shareholders interests: (i) (ii) focuses on sustained growth in shareholder wealth; and attracts and retains high calibre executives. Alignment to program participants interests: (i) (ii) rewards capability and experience; and provides a clear structure for earning rewards. Executive directors Fees and payments to executive directors reflect the demands which are made on, and the responsibilities of, the directors. Executive directors fees and payments are reviewed annually by the Board. The Board also ensures that executive directors fees and payments are appropriate and in line with the market. Executive directors do not receive security based payments as part of their compensation package. Retirement allowances and benefits for directors There are no retirement allowances or other benefits paid to directors. Directors fees The amount of remuneration of the directors of the Company (as defined in AASB 124 [Related Party Disclosures]) is set out in the following table. During the year there were no executives other than the directors. 6

7 2 Details of Remuneration (audited) Fees paid to director or related entity Salary & Consultation fees Super - annuation Security based payment Name of directors Bradley Wade Sounness Martin Shuttleworth Anthony Nigel Parry Totals Total Fees paid to director or related entity Salary & Consultation fees Super - annuation Security based payment Name of directors Bradley Wade Sounness 10, ,000 Martin Shuttleworth 10,000 29, ,645 Anthony Nigel Parry 10,000 83, ,574 Totals 30, , ,219 3 Service Agreements (audited) There are no service agreements with directors. As at the date of this report there are no executives or management personnel, other than the directors, engaged by the Company. Executive directors serve on a month to month basis and there are no termination payments payable. 4 Share Based Compensation There is currently no provision in policies of the Company for the provision of share based compensation to directors or senior executives. 5 Additional Information (unaudited) There was no share-based or option-based compensation paid to executive directors during the financial year. Proceedings on Behalf of the Company No person has applied to the court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the court under Section 237 of the Corporations Act Non Audit Services The Company may decide to employ its auditor PKF on assignments additional to their statutory audit duties where the auditor s expertise and experience with the Company and/or Group are important. During the year there were no non-audit services provided. Auditors Independence Declaration A copy of the auditor s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 11 and forms part of this directors report. Total 7

8 Auditor PKF Chartered Accountants and Business Advisors were the appointed auditors of the Company on the 27 th of April 2007 and remain in office in accordance with Section 327 of the Corporations Act Signed in accordance with a resolution of the directors. On behalf of the Directors Martin Shuttleworth Director Perth Dated in Perth, Western Australia on this 22 nd day of December B Sounness Director Dated in Perth, Western Australia on this 22 nd day of December 8

9 CORPORATE GOVERNANCE STATEMENT The Board of Directors of Supersorb Environmental NL ( Supersorb or the Company ) is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Directors have established a set of corporate governance policies and procedures. These were based on the Australian Securities Exchange Corporate Governance Council s (the Council s) Corporate Governance Principles and Recommendations (the Recommendations). In accordance with the Council s recommendations, the Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed, together with the reasons for the departure. For further information on corporate governance policies adopted by the Company, refer to our website: Structure of the Board The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the annual report is included in the Directors Report. Directors of the Company are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. The Board has accepted the following definition of an Independent Director: An Independent Director is a Director who is not a member of management, is a Non-executive Director and who: is not a substantial shareholder (under the meaning of Corporations Act) of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company; has not within the last three years been employed in an executive capacity by the Company or another Company member, or been a Director after ceasing to hold any such employment; is not a principal of a professional adviser to the Company or another Company member; is not a significant consultant, supplier or customer of the Company or another Company member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer; has no significant contractual relationship with the Company or another Company member other than as a Director of the Company; is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director s ability to act in the best interests of the Company. In accordance with the definition of independence above, Peter Christie is an Independent Directors. Accordingly, a majority of the board is not considered independent. There are procedures in place, as agreed by the board, to enable Directors to seek independent professional advice on issues arising in the course of their duties at the company s expense. The term in office held by each Director in office at the date of this report is as follows: Name Bradley Souness Martin Shuttleworth Peter Christie Term in office 7 Years 7 Years 2 Months Nomination Committee The Board has not formally adopted a Nomination Committee Charter and has not formed a separate Committee. Instead the function will be undertaken by the full Board. At such time when the Company is of sufficient size a separate Nomination Committee will be formed and a Nomination Committee Charter adopted. Audit and Risk Management Committee The Board has not formally adopted an Audit and Risk Management Committee Charter and has not formed a separate Committee. Instead the function of the Committee will be undertaken by the full Board. At such time when the Company is of sufficient size a separate Audit and Risk Management Committee will be formed and an Audit and Risk Management Committee Charter. It is the Board s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non financial-information. It is the Board s responsibility for the establishment and maintenance of a framework of internal control of the Company. 9

10 Performance The Board of Supersorb conducts its performance review of itself on an ongoing basis throughout the year. The small size of the company and hands on management style requires an increased level of interaction between directors and executives throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance provides the best guidance and value to the Company. Remuneration It is the company s objective to provide maximum stakeholder benefit from the retention of a high quality board by remunerating directors fairly and appropriately with reference to relevant employment market conditions. For details of remuneration of Directors and Executives please refer to the Directors Report. The Board is responsible for determining and reviewing compensation arrangements for executive directors. The Board has not formally adopted a Remuneration Committee Charter, and has not formed a separate Committee. Instead the function will be undertaken by the full Board. At such time when the Company is of sufficient size a separate Remuneration Committee will be formed and a Remuneration Committee Charter adopted. There is no scheme to provide retirement benefits, other than statutory superannuation, to Non-executive Directors. Corporate Governance Compliance During the financial year Supersorb Environmental NL has complied with each of the 8 Corporate Governance Principles and the corresponding Best Practice Recommendations, other than in relation to the matters specified below: Best Practice Recommendation Notification of Departure Explanation of Departure 2.1 The Company does not have a majority of independent directors. 2.2 The chairman is not an independent director 2.4 The Company does not have a Nomination Committee 4.2/4.3 The Company does not have an Audit and Risk Management Committee 8.1 A Board performance review was not conducted during the year 9.2 The Company does not have a Remuneration Committee The Directors consider that the current structure and composition of the Board is appropriate to the size and nature of operations of the Company. The Directors consider that the current structure and composition of the Board is appropriate to the size and nature of operations of the Company. The role of the Nomination Committee has been assumed by the full Board. The role of the Audit and Risk Management Committee has been assumed by the full Board. During the year the Company has not operated other than to progress the finalisation of the settlement with creditors and recapitalisation of the Company under the Reconstruction Deed. The role of the Remuneration Committee has been assumed by the full Board. 10

11 AUDITOR'S INDEPENDENCE DECLARATION As lead auditor for the audit of Supersorb Environmental NL for the year ended 30 June, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. PKF Chartered Accountants Conley Manifis Partner Dated at Perth, Western Australia on the 22nd day of December. Tel: Fax: West Australian Partnership ABN Level 7, BGC Centre 28 The Esplanade Perth Western Australia 6000 Australia PO Box Z5066 St Georges Terrace Perth Western Australia 6831 PKF Perth is a member of the PKF International Limited network of legally independent member firms. PKF Perth is also a member of PKF Australia Limited, a national network of legally independent firms each trading as PKF. PKF Perth does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms. Liability limited by a scheme approved under Professional Standards Legislation. 11

12 ANNUAL FINANCIAL REPORT CONTENTS Page Numbers Income statements 13 Balance sheet 14 Statements of changes in equity 15 Cash flow statements 16 Notes to the financial statements Independent auditor s report to the members Directors declaration 38 These Financial Statements cover the period from 1 July to 30 June. On 22 February the Directors of the Company appointed Kim Strickland, Christopher Williamson and David Hurt of SimsPartners Chartered Accountants (now WA Insolvency Solutions Pty Ltd) as Administrators of the Company. The Company entered into a Deed of Company Arrangement and Reconstruction Deed which saw the current debts extinguished and facilitates the Company being recapitalised and reinstated to quotation on the Australian Securities Exchange (ASX). These Financial Statements report results and the financial position that are not representative of the position of the Company following completion of the recapitalisation and should not be used as the basis for any decision about the Company or its prospects. For additional information, please refer to Note 22 regarding events subsequent to balance date. These Financial Statements should be read in conjunction with the Prospectus lodged by the Company on 2 December. This financial report covers Supersorb Environmental NL as an individual entity and for the year ended 30 June, the consolidated entity consisting of Supersorb Environmental NL. The financial report is presented in Australian currency. Supersorb Environmental NL is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: 30 Graham Street ALBANY WA 6330 Telephone: (08) Facsimile: (08) A description of the nature of the Company s operations and its principal activities is included in the Review of Operations in the Directors Report which is not part of this financial report. The financial report was authorised for issue by the directors on 22 December. The Company has the power to amend and reissue the financial report. The accompanying notes form part of these Financial Statements. 12

13 INCOME STATEMENT For the year ended 30th June Note Consolidated Company Revenue Cost of sales Gross profit Other income 2 22, Administration expenses (461,116) (163,717) (370,048) Depreciation and amortisation (5,699) - - Exploration costs write-off 8 (142,423) - - Employee benefit expenses 3(a) (30,000) - (30,000) Forgiveness of debt 4 3,626, ,033 - Profit/(loss) before income tax expense 3,010, ,316 (399,953) Income tax relating to ordinary activities Profit/(loss) after tax but before profit and loss, and loss on sale of discontinued operation 3,010, ,316 (399,953) Loss of discontinued operation 5 (121,165) - - Profit/(loss) attributable to members of the parent entity 2,889, ,316 (399,953) Basic earnings per share (cents per share) Diluted earnings per share (cents per share) The accompanying notes form part of these Financial Statements. 13

14 BALANCE SHEET As at 30 th June Note Consolidated Company Current Assets Trade and other receivables 7-10,552 - Total Current Assets - 10,552 - Non-Current Assets Exploration expenditure 8 200, Other financial assets ,000 Total Non-Current Assets 200, ,000 TOTAL ASSETS 200,000 10, ,000 Current Liabilities Trade and other payables 11 1,120, ,876 1,120,640 Total Current Liabilities 1,120, ,876 1,120,640 TOTAL LIABILITIES 1,120, ,876 1,120,640 NET DEFICIT (920,640) (618,324) (920,640) Equity Contributed equity 13 18,336,409 18,336,409 18,336,409 Accumulated losses 14 (19,257,049) (18,954,733) (19,257,049) NET DEFICIT (920,640) (618,324) (920,640) The accompanying notes form part of these Financial Statements. 14

15 STATEMENT OF CHANGES IN EQUITY For the year ended 30 th June Accumulated Issued capital losses Total Consolidated Balance at 1 July ,336,409 (22,146,069) (3,809,660) Profit attributable to members of the parent entity - 2,889,020 2,889,020 Balance at 30 June 18,336,409 (19,257,049) (920,640) Company Balance at 1 July ,336,409 (18,857,096) (520,687) Loss attributable to members of the parent entity - (399,953) (399,953) Balance at 30 June 18,336,409 (19,257,049) (920,640) Balance at 1 July 18,336,409 (19,257,049) (920,640) Profit attributable to members of the parent entity - 302, ,316 Balance at 30 June 18,336,409 (18,954,733) (618,324) The accompanying notes form part of these Financial Statements. 15

16 CASH FLOW STATEMENT For the year ended 30 th June Note Consolidated Company Cash Flows from/(used in) Operating Activities Cash receipts in the course of operations 163, Cash payments in the course of operations (427,396) - (46,495) Interest received 2, Interest paid - - (41,776) Cash balance transferred to Creditors Trust (4,354) - - Net operating cash flows 18(b) (265,636) - (88,176) Cash Flows from/(used in) Investing Activities Proceeds from the sale of property, plant and equipment 125, Payments for purchase of investments (300,000) - - Net investing cash flows (175,000) - - Cash Flows from/(used in) Financing Activities Proceeds from borrowings 77,668-74,876 Payments in respect of hire purchase liabilities repaid (6,951) - - Payments in respect of other loans repaid (4,375) - - Net financing cash flows 66,342-74,876 Net increase/(decrease) in cash (374,294) - (13,300) Cash and cash equivalents at the beginning of financial year 374,294-13,300 Cash and cash equivalents at the end of financial year 18(a) The accompanying notes form part of these Financial Statements. 16

17 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 1. Statement of significant accounting policies Supersorb Environmental NL ( the Company ) is a company domiciled in Australia. The financial report of the Company for the financial year ended 30 June comprises the Company. The comparative amounts for the year ended 30 June comprise the Company and its subsidiaries (together referred to as the Consolidated Entity ). The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Supersorb Environmental NL as an individual entity and, for the year ended 30 June, the consolidated entity consisting of Supersorb Environmental NL and its subsidiaries. (a) Basis of preparation The financial report is a general-purpose financial report, which has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act Compliance with International Financial Reporting Standards (IFRS) Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report of Supersorb Environmental NL comply with IFRS. Historical cost convention The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss. Critical accounting estimates and significant judgements The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company s accounting policies. There are currently no material assumptions and estimates significant to the financial statements. (b) Going concern At 30 June, the Company had; a net deficiency of assets of 618,324, no cash or revenue generating assets, progressed into Administration and a Deed of Company Arrangement, insufficient contractual evidence to support the ability of the company to raise sufficient capital. This position has been addressed through the recapitalization of the Company as set out in note 22, Events Subsequent to Balance Date, and summarised below. On 22 February the Directors of the Company appointed Kim Strickland, Christopher Williamson and David Hurt of SimsPartners Chartered Accountants (now WA Insolvency Solutions Pty Ltd) as Administrators of the Company (Administrator). At a meeting on 13 June, the creditors resolved that the Company enter into a Deed of Company Arrangement (DOCA), which was executed on 4 July. Reconstruction Deed On 21 August, the Company, and the Trustee entered into a Reconstruction Deed, pursuant to which Trident Capital Pty Ltd (Trident) agreed to facilitate the recapitalisation of the Company. In a circular to Creditors dated 15 April, Trident has advised that the effect of the downturn in global financial markets and an increase in the number of distressed listed Company s has resulted in the market price for listed company shells significantly decreasing. As a result, Trident submitted a revised recapitalisation proposal. Under the revised recapitalisation proposal from Trident, the sum of 400,000 (as compared to the estimated amount of 866,039 under the initial proposal) is to be made available to the Creditors Trust from the recapitalisation of the Company. The Directors proposed the variation to the terms of the Reconstruction Deed to incorporate the revised proposal from Trident which also included an extension of time to 31 August for the recapitalisation to be completed. 17

18 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June At a meeting of Creditors held 23 April, the Creditors resolved to accept the reduced amount payable to the Creditors Trust under Trident s revised proposal and extend the time given to the Company to pay the required funds to 31 August. This agreement was varied further under a Deed of Amendment and Restatement dated 10 November extending the time given to satisfy the Creditors Trust to 28 February 2010 and to enable the Creditors Trust to accept shares in the Company to the value of 400,000 rather than cash settlement. Capital Raising In September the Company raised 1,500,000 from Sophisticated Investors, Professional Investors or otherwise excluded investors under section 708 of the Corporations Act under a Loan Agreement. The funds raised under the Loan Agreement have been used by the Company to pay costs associated with the Reconstruction and recapitalisation and also the costs of the general meeting. Option to Acquire Doyles Creek Mining Pty Ltd On 20 November the Company entered into an Option Agreement to acquire all of the issued capital of Doyles Creek Mining Pty Ltd. Exercise of the option is conditional on the Company raising 10,000,000 at 20 cents per share and receiving the necessary approvals from the Members, ASX and ASIC. It is also conditional on all of the Company s obligations under the Deed of Company Arrangement and Creditors Trust Deed being satisfied and all encumbrances being released. Prospectus On 2 December the Company lodged a prospectus with the ASIC for the raising of funds to satisfy the condition precedent to the exercise of the Option Agreement to raise 10,000,000 and also to enable various issues of shares, once authorised by the Company in General Meeting as set out below. At the date of this report the Company has received commitments for the 10,000,000 to be raised and is holding in trust for applicants in excess of 8,000,000 of application funds. The Company has applied to the ASX for reinstatement of its securities to the ASX. Upon satisfaction of any listing conditions the Company s securities will be requoted on the ASX. General Meeting At a General Meeting to be held on 29 December, the Company will meet to consider approval of the following: The consolidation of capital at 1 for 144; Apply an amount of the accumulated losses against the share capital which is considered permanently lost; Issue10,575,000 ordinary shares to Trident or its nominees; Issue 3,000,000 ordinary shares to Brad Sounness and 2,000,000 ordinary shares to Martin Shuttleworth or their nominees; Issue 5,000,000 ordinary shares to Blue Saint Pty Ltd or its nominees; Issue 4,000,000 ordinary shares to the Trustees of the Creditors Trust; Issue 15,000,000 ordinary shares to investors on conversion of the loan under the Convertible Loan Deed; Issue 50,000,000 ordinary shares at 20c each pursuant to the Prospectus; Issue 470,000,000 ordinary shares for the acquisition of Doyles Creek Mining Pty Ltd; and Change the name of the Company to Nucoal Resources NL. Based on the post balance date events above, the directors are satisfied that the going concern basis of preparation is appropriate. The financial report has therefore been prepared on a going concern basis which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. 18

19 (c) New standards and interpretations not yet adopted NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June A number of adopted Accounting Standards have been amended, the impacts of these amendments are assessed to have no direct impact on amounts in the financial report. They are available for early adopted at 30 June but have not been applied in preparing the financial report. New or revised requirement Effective for annual reporting periods beginning/ending on or after More information Impact on the Consolidated Entity AASB 101 Presentation of Financial Statements (Revised), AASB Amendments to Australian Accounting Standards & Interpretations The revised standard affects the presentation of changes in equity and comprehensive income. It does not change the recognition, measurement or disclosure of specific transactions and other events required by other AASB standards however, it is important to note that the AASB has decided that Australian issuers shall make use in financial reports of the descriptions- Statement of Financial Performance and Position and use the term "financial report" and not "financial statement." The Amending Standard updates references in various other pronouncements AASB 123 Borrowing Costs (Revised), AASB Amendments to Australian Accounting Standards 1, 101, 107, 111, 116, 138 and Interpretations 1 & 12 This revision eliminates the option to expense borrowing costs on qualifying assets and requires that they be capitalised. The transitional provision provided allows for prospective application of this revision from either application date or adoption date if prior to 1 January. The Amending Standard eliminates reference to the expensing option in various other pronouncements. AASB 8 Operating Segments, AASB Amendments to Australian Accounting Standards arising from AASB 8 AASB 8 replaces AASB 114 Segment Reporting and introduces new management approach to segment reporting to align IFRS and US GAAP. Unlike AASB 114, AASB 8 only applies to entities which have on issue debt or equity securities that are traded in a public market (or which are in the process of issuing any class of instruments in a public market). Therefore, reporting entities that are out of scope of AASB 8 may wish to early adopt this Standard to avoid segment reporting in their financial reports. Beginning 1 January Beginning 1 January Beginning 1 January Optional for early adoption for year ending 30 June Optional for early adoption for year ending 30 June Optional for half-year ending 30 June 2007 Optional for early adoption for year ending 30 June 2007 AASB 101 is a disclosure standard, so will have no direct impact on amounts in the financial report. However amendments will result in changes in disclosures. AASB 7 is a disclosure standard, so will have no direct impact on amounts in the financial report. However amendments will result in changes in disclosures. AASB 8 is a disclosure standard, so will have no direct impact on amounts in the financial report. However amendments will result in changes in disclosures. 19

20 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June New or revised requirement Effective for annual reporting periods beginning/ending on or after More information Impact on the Consolidated Entity AASB 3 (Revised): Business Combinations: This changes the application of acquisition accounting for business combinations and the accounting for non-controlling (minority) interests. Beginning 1 January Optional for early adoption for not for profit entities only At this point in time the Company has not assessed the impact on the financial report. Key changes include: the immediate expensing of all transaction costs; measurement of contingent consideration at acquisition date with subsequent changes through the income statement; measurement of non-controlling (minority) interests at full fair value or the proportionate share of the fair value of the underlying net assets; guidance on issues such as re-acquired rights and vendor indemnities; and the inclusion of combinations by contract alone and those involving mutual entities. AASB 127 (Amended): Consolidated and Separate Financial Statements: Changes the accounting for investments in subsidiaries. Key changes include: the remeasurement to fair value of any previous/retained investment when control is obtained/lost, with any resulting gain or loss being recognised in the Income Statement; and the treatment of increases in ownership interest after control is obtained as transactions with equity holders in their capacity as equity holders. Beginning 1 January Can only be early adopted if AASB 3 Revised is adopted at the same time At this point in time the Company has not assessed the impact on the financial report. (d) Principles of consolidation The consolidated financial statements comprise the financial statements of Supersorb Environmental NL and its subsidiaries as at 30 June (the Consolidated entity). The financial statements for 30 June have not been prepared on a consolidated basis as there were deemed to be no subsidiary companies. For further detail please refer to Notes 8, 10 and 15. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity and cease to be consolidated from the dated on which the control is transferred out of the Consolidated Entity. The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition. 20

21 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June Minority interests represent the portion of profit and loss and net assets in subsidiaries not held by the Consolidated Entity and are presented separately in the income statement and within equity in the consolidated balance sheet. (e) Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. (f) Other taxes Revenues, expenses and assets are recognised net of the amount of GST except: when 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, which 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 balance sheet. 21

22 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June (g) Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short term deposits with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. (h) Trade and other receivables Trade receivables, which generally have day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the debts. Bad debts are written off when identified. (i) Plant and equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Buildings Leasehold improvements Plant and equipment Motor Vehicles 20 years 5 years 10 years 4 5 years The assets residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. (i) Impairment The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cashgenerating unit to which the asset belongs, unless the asset s value in use can be estimated to be close to its fair value. An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in the income statement in the cost of sales line item. However, because land and buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation decrement. (ii) Derecognition and disposal An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. 22

23 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June (j) Exploration and evaluation expenditure Exploration and evaluation costs, including costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore an area are recognised in the income statement. Exploration and evaluation assets are only recognised if the rights to the area of interest are current and either: (i) (ii) the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment if: (i) (ii) sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy 1(k) For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified form intangible assets to mining property and development assets within property, plant and equipment. (k) Impairment of assets The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset s recoverable amount. An asset s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Companys of assets and the asset s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (l) Trade and other payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. (m) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 23

24 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June (n) Earnings per share Basic earnings per share ( EPS ) is calculated by dividing the net profit attributable to members of the Company for the reporting period, after excluding any costs of servicing equity (other than ordinary shares and converting preference shares classified as ordinary shares for EPS calculation purposes), by the weighted average number of ordinary shares of the Company, adjusted for any bonus element. Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion, by the weighted average number of ordinary shares and potential dilutive ordinary shares, adjusted for any bonus element. (o) Financial Instruments Debt and Equity Instruments Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. Financial Liabilities Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability. Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs, and subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts the estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. 2. REVENUE Consolidated Company Interest received 2, Sundry income 19, , EXPENSES (a) Consolidated Company Employee benefit expenses - Directors fees 30,000-30,000 30,000-30,000 (b) Auditors remuneration - Audit services 22,500 54,355 22,500 22,500 54,355 22,500 24

25 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 4. FORGIVENESS OF DEBT On 4 July control of Supersorb Minerals NL passed to the Creditors Trust absolving Supersorb Environmental NL of any responsibility in relation to the settlement of liabilities arising and carried by that entity as set out in the Creditors Trust Deed. This transaction has been treated as an adjusting balance sheet event, as the conditions giving rise to the passing of control were present at 30 June. The forgiveness of debt is granted to the Company by the Creditors Trust who are responsible for future settlement of liabilities and also on the understanding that Supersorb Environmental NL will not seek recovery of the intercompany loan owed by Supersorb Minerals NL. Refer to note 22, subsequent events for detailed information in relation to the Deed of Company Arrangement. 5. DISCONTINUTED OPERATIONS 30 June During the period the Company sold its RiverSafe retail garden products and related inventory for a total consideration of 125,000. At 30 June 2007 the total carrying value of the fixed assets and Inventory sold was 49,218, giving rise to a profit on sale of 75,782. Financial performance for the period of operations held for sale Revenue 11,024 Cost of sales (29,629) Gross loss / profit (18,605) Notes 30 June Selling and promotional expenses (3,563) Administration expenses (174,780) Depreciation and amortisation - Fair value adjustment (a) - Employee benefit expenses - Bad debt recovery - Loss from discontinued operations (196,948) Gain / (loss) on sale of discontinued operation 75,783 Income tax expense - Loss on sale of discontinued operation after tax (121,165) Assets held for sale operations Trade and other receivables - Inventory - Property, plant and equipment (b) - Net cash flows of discontinued operations Operating activities (625,142) Investing activities 125,000 Notes (a) (b) The prior year fair value adjustment is in relation to the recognition of assets held for sale at their net realisable value, being equal to the amount of consideration agreed in the sale contract. The items of plant and equipment held at 30 June 2007 in relation to discontinued operations had a nil carrying value. 25

26 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 6. INCOME TAX a) Income tax recognised in profit and loss The prima facie tax expense/benefit on operating result is reconciled to the income tax provided in the financial statements as follows: Consolidated Company Profit/(Loss) before tax from continuing operations 3,010, ,316 (399,953) Loss before tax from discontinued operations (121,165) - - Profit/(Loss) before tax from operations 2,889, ,316 (399,953) Income tax expense/(benefit) at 30% 866,706 90,695 (119,986) Non deductible expenses Unused tax losses and temporary differences not recognised as deferred tax assets 221,273 49, ,986 Non assessable income (1,088,076) (139,810) - Income tax expense per income statement The tax rate used is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change to the corporate tax rate during the current or prior reporting period. b) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items Provision for non-recovery - - 3,787,626 Accrued expenses and liabilities 92,732 16,353 93,378 Tax losses 3,219,767-1,365,235 Potential deferred tax asset at 30% 3,312,499 16,353 5,246,239 The Directors are of the opinion that the Company will fail the tests set out in the Income Tax Assessment Act (1997) in relation to the ability to deduct past losses once the recapitalisation of the Company and acquisition of Doyles Creek Mining Pty Ltd is complete. Accordingly the Company has no future potential tax benefit. 7. TRADE AND OTHER RECEIVABLES Current Consolidated Company GST refundable - 10,552 - (a) The loan to the controlled entity; Supersorb Minerals NL was forgiven on 30 June on transfer of control to the Creditors Trust and on signing of the Share Sale Agreement, refer to note 22 subsequent events. 26

27 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 8. EXPLORATION EXPENDITURE Consolidated Company Exploration expenses capitalised 342, Impairment (142,423) , As at 30 June, as part of the settlement in relation to the Reconstruction Deed and Creditors Trust Deed, Supersorb Environmental NL had gained the interests in two tenements and the associated exploration expenditure previously held by Supersorb Minerals NL. This interest was to be acquired through the acquisition of all the outstanding shares in Friends Exploration Pty Ltd. Under the revised recapitalisation proposal agreed to by Creditors at a meeting on 23 April, the Company no longer has the right to acquire Friends Exploration Pty Ltd and accordingly has not recognised any value as exploration expenditure. 9. PROPERTY, PLANT AND EQUIPMENT Consolidated Company Plant and equipment At cost 25, Accumulated depreciation (19,130) - - Disposal (6,148) - - (a) Office furniture and equipment At cost 45, Accumulated depreciation (43,567) - - Disposal (1,569) - - (a) Motor vehicles At cost 30, Accumulated depreciation (16,614) - - Disposal (13,836) (a) Total net book value of property, plant and equipment (a) All property, plant and equipment was held by Supersorb Minerals NL, the Parents investment in this company was transferred to the Creditors Trust in line with the Deed of Company Arrangement. 27

28 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June (b) Reconciliations Reconciliations of each class of property, plant and equipment is set out below: Consolidated Company Plant and Equipment Carrying amount at the beginning of the year 6, Movement: Fair value adjustment Disposals (6,148) - - Depreciation (624) - - Carrying amount at the end of the year Office Equipment Carrying amount at the beginning of the year 3, Movement: Additions Disposals (1,569) - - Depreciation (1,964) - - Carrying amount at the end of the year Motor Vehicles Carrying amount at the beginning of the year 16, Movement: Disposals (13,836) - - Depreciation (3,111) - - Carrying amount at the end of the year Total carrying value of property plant and equipment OTHER FINANCIAL ASSETS Consolidated Company Non-Current Unlisted shares in controlled entities at cost - - 2,306,283 Acquisition of unlisted shares in Friends Exploration Pty Ltd ,000 Impairment of investment - - (2,306,283) ,000 Supersorb Environmental NL s 100% investment in the unlisted shares of Supersorb Minerals NL is to be transferred to the Creditors Trust in line with the entities Deed of Company Arrangement (as amended). In accordance with the initial Reconstruction Deed entered into on 4 July, Supersorb Environmental NL was to acquire a 100% share interest in Friends Exploration Pty Ltd. Consideration of 200,000 was to be paid to acquire such shares as part of the Reconstruction Deed and as further detailed in note 22 Subsequent Events. This transaction was accounted for as a adjusting subsequent event in the Financial Report for the year ended 30 June given the presence of these arrangements at 30 June. The acquisition did not proceed to settlement. Under the revised proposal which was accepted by creditors at a meeting held on 23 April, it was agreed that the shares in Friends Exploration would be transferred to the Creditors Trust for the benefit of Creditors. Further detail on the recapitalisation is contained in note 22 Subsequent Events. This transaction was accounted for as a adjusting subsequent event in the Financial Report for the year ended 30 June given the acceptance of the revised proposal occurred prior to, and existed at 30 June. 28

29 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 11. PAYABLES Consolidated Company Current Trade creditors - 144,048 - Accruals, GST and payroll liabilities 54,607 84,828 54,607 Creditors Trust Settlement fee 1,066, ,000 1,066,033 1,120, ,876 1,120,640 The settlement fee is payable to the trustee no later than 28 February FINANCIAL INSTRUMENTS Overview The Company s principal financial instruments comprise of trade and other payables. The main risk arising from the Company s financial instruments is liquidity risk. This note presents information about the Company s exposure to financial risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. At this point in time, due to the Company s circumstances, there is no risk management policy in place. Given the nature and size of the business and uncertainty as to the timing of cash inflows and outflows the Company does not enter into derivative transactions to mitigate the financial risks. Interest rate risk The Company has no exposure to interest rate risk as at 30 June. Credit risk The Company has no exposure to credit risk as at 30 June. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board s approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet its liabilities when due. The maturity of the Company s financial liabilities is less than 6 months. The Company s ability to meet its financial obligations is dependent on the recapitalisation of the Company, which is disclosed in note 22 of the accounts. Parent at 30 June Less than 6 Months 6 to 12 months 1 to 2 years 2 to 5 years Over 5 years Total contractual cash flows Carrying Amount (assets)/ liabilities Non-derivative Non-interest bearing 628, , ,876 Total non-derivative 628, , ,876 Group at 30 June Non-derivative Non-interest bearing 1,120, ,120,640 1,120,640 Total non-derivative 1,120, ,120,640 1,120,640 Parent at 30 June Non-derivative Non-interest bearing 1,120, ,120,640 1,120,640 Total non-derivative 1,120, ,120,640 1,120,640 Capital management The Board s policy is to recapitalise the company, to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. 29

30 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June Fair value The net fair value of financial liabilities approximate their carrying value. Net fair value and carrying amounts of financial liabilities are disclosed in the balance sheet and in the notes to and forming part of the financial statements. 13. CONTRIBUTED EQUITY Consolidated Company (a) Issued and paid up share capital 721,663,870 fully paid ordinary shares 18,336,409 18,336,409 18,336,409 (b) Options At balance date no options were on issue under the Employee Share Option Plan. 14. ACCUMULATED LOSSES Consolidated Company Accumulated losses at the beginning of the financial year (22,146,069) (19,257,049) (18,857,096) Net profit (loss) attributable to members of the parent entity 2,889, ,316 (399,953) Accumulated losses at the end of the financial year (19,257,049) (18,954,733) (19,257,049) 15. CONTROLLED ENTITIES Supersorb Environmental NL s Interests in controlled entities % Interest Held % Friends Exploration Pty Ltd Supersorb Environmental NL s 100% investment in the unlisted shares of Supersorb Minerals NL is to be transferred to the Creditors Trust in line with the entities Deed of Company Arrangement (as amended). In accordance with the initial Reconstruction Deed entered into on 4 July, Supersorb Environmental NL was to acquire a 100% share interest in Friends Exploration Pty Ltd. Consideration of 200,000 was to be paid to acquire such shares as part of the Reconstruction Deed and as further detailed in note 22 Subsequent Events. This transaction was accounted for as an adjusting subsequent event in the Financial Report for the year ended 30 June given the presence of these arrangements at 30 June. The acquisition did not proceed to settlement. Under the revised proposal which was accepted by creditors at a meeting held on 23 April, it was agreed that the shares in Friends Exploration would be transferred to the Creditors Trust for the benefit of Creditors. Further detail on the recapitalisation is contained in note 22 Subsequent Events. This transaction was accounted for as an adjusting subsequent event in the Financial Report for the year ended 30 June given the acceptance of the revised proposal occurred prior to, and existed at 30 June. Contribution to the consolidated operating profit/(loss) Consolidated Supersorb Environmental NL 302,316 (399,953) Supersorb Minerals NL - 3,288,972 Australian Diatomite Mining Pty Ltd - - Friends Exploration Pty Ltd ,316 2,889,019 30

31 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 16. SEGMENTAL REPORTING The Company is focused on its principal activity and one segmental operation of mining and exploration. On a geographical basis the Company operated within Australia throughout the financial period, 100% of revenue, all operating losses and assets are derived from discontinued and continuing operations. 17. EXPENDITURE COMMITMENTS At the balance date the Company had no expenditure commitments. At 30 June, and in order to maintain current rights to tenure of its mineral tenement leases, the Company and its Controlled Entity Friends Exploration Pty Ltd, were required to outlay amounts in respect of rent and to meet minimum expenditure requirements of the Department of Industry and Resources (WA) and similarly to the relevant Government Departments in NSW and Queensland. These obligations may be varied from time to time, are subject to approval and are expected to be fulfilled in the normal course of operations by the relevant Company. The following minimal expenditure was applicable. Minimal expenditure to retain rights to tenure - 114,000 Rent on tenement sites held - 2, , NOTES TO STATEMENT OF CASH FLOWS Consolidated Company a) Reconciliation of cash and cash equivalents Cash balances comprise: - Cash at bank b) Reconciliation of cash flows from operating activities with loss after income tax: Profit/(loss) from ordinary activities after income tax 2,889, ,316 (399,953) (Increase)/decrease in inventories 49, Increase/(decrease) in payables (3,225,261) 174, ,777 Decrease in amount payable to Creditors Trust - (666,033) - Decrease in financial assets - 200,000 - (Increase)/decrease in debtors 21,387 (10,552) - Cash flow from operations (265,636) - (88,177) 19. KEY MANAGEMENT PERSONNEL The Key Management Personnel during the reporting period ended 30 June were: Directors Mr B Souness Mr M Shuttleworth Remuneration report Remuneration policy The Board of Directors is responsible for remuneration policies and the packages applicable to the Key Management Personnel of the Company. The broad remuneration policy is to ensure that packages offered properly reflect a person s duties and responsibilities and that remuneration is competitive and attracts, retains, and motivates people of the highest quality. The policy of the Company is to offer competitive salary packages which properly incentivise Key Management Personnel and are designed to reward and motivate. Non executive Directors receive fees agreed on an annual basis by the Board. 31

32 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June At the date of this report the Company had not entered into any packages with Key Management Personnel which include performance based components, nor is there any provision for the issuing of securities to Directors. Details of remuneration for key management personnel The remuneration of each Key Management Personnel is set out in the following table. Remuneration levels are competitively set to attract and retain appropriately qualified and experienced Directors and senior executives. The Board of Directors obtains independent advice when appropriate when reviewing remuneration packages. During the year there were no other personnel which were employed by the Company for whom disclosure is required. a) Remuneration of directors Director Fees Short-term Salary / Consulting fees Post employment Superannuation Share based payments Equity Compensation Total Mr Bradley W Sounness (Chairman - since December 2002) Mr Martin J Shuttleworth (Director since December 2002) Mr Anthony N Parry (Director Resigned 28 March ) - 10,000-10,000-10, , , ,000-39,645-93,574 Total All Directors Service agreements 30, , ,219 There are no service agreements with any of the Company s Directors. Share based compensation There is currently no provision in policies of the Company for the provision of share based compensation to Key Management Personnel. The interest of Key Management personnel in shares and options is set out below. b) Interests in Shares and Options The particulars of Key Management Personnel interests in shares and options of the Company at the date of this Report are set out below. Number of Ordinary shares Held at 1 July Held at 30 June Movement during the year Directors Mr Bradley W Sounness 253,973, ,973,008 Mr Martin J Shuttleworth 56,000,000-56,000,000 Mr Peter J Christie ,973, ,973,008 c) Loans and other transactions with Key Management Personnel Balance at 1 July 2007 Interest Accrued Transferred to Creditors Trust Balance at 30 June Loans from Key Management Personnel 300, (300,880) - The Company has made no loans to any individuals. Loan monies outstanding accrue interest at a rate of 0.15% 32

33 d) Other transactions with the company NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June Some Key Management Personnel hold positions within other entities which cause them to have control or exert significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company or its subsidiaries during the reporting period. In each instance normal commercial terms and conditions applied. Terms and conditions were no more favourable than those available, or which might reasonably be expected to be available, for a similar transaction to unrelated parties on an arm s length basis. The aggregate amounts recognised during the year ending 30 June relating to Key Management Personnel and their personally related entities totalled an expense of Nil (: 143,219). Details of the transactions are set out in the table at note 19 (a). 20. RELATED PARTY TRANSACTION Related party transactions occurring during and subsequent to the year end are disclosed within the Key Management Personnel note 19 and the Subsequent Events note EARNINGS PER SHARE Company Consolidated (a) Basic earnings/(loss) per share (cents per share) (b) Diluted earnings/(loss) per share (cents per share) (c) Weighted average number of ordinary shares on issue during the year used in calculation of basic earnings per share 721,663, ,663,870 (d) Potentially dilutive shares in respect of options on issue - - Weighted average number of potentially ordinary shares on issue during the year used in calculation of diluted earnings per share 721,663, ,663,870 Diluted earnings per share are calculated after classifying all options on issue as potential ordinary shares. There have been no conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of these Financial Statements. 22. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE On 22 February the Directors of the Company appointed Kim Strickland, Christopher Williamson and David Hurt of SimsPartners Chartered Accountants (now WA Insolvency Solutions Pty Ltd) as Administrators of the Company (Administrator). Subsequent to the reporting date the following significant events occurred. Variation to Reconstruction Deed In a circular to Creditors dated 15 April, Trident has advised that the effect of the downturn in global financial markets and an increase in the number of distressed listed Company s has resulted in the market price for listed company shells significantly decreasing. As a result, Trident submitted a revised recapitalisation proposal. Under the revised recapitalisation proposal from Trident, the sum of 400,000 (as compared to the estimated amount of 866,039 under the initial proposal) is to be made available to the Creditors Trust from the recapitalisation of the Company. The Directors proposed the variation to the terms of the Reconstruction Deed to incorporate the revised proposal from Trident which also included an extension of time to 31 August for the recapitalisation to be completed. At a meeting of Creditors held 23 April, the Creditors resolved to accept the reduced amount payable to the Creditors Trust under Trident s revised proposal and extend the time given to the Company to pay the required funds to 31 August. This agreement was varied further under a Deed of Amendment and Restatement dated 10 November extending the time given to satisfy the Creditors Trust to 28 February 2010 and to enable the Creditors Trust to accept shares in the Company to the value of 400,000 rather than cash settlement. 33

34 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June Capital Raising In September the Company raised 1,500,000 from Sophisticated Investors, Professional Investors or otherwise excluded investors under section 708 of the Corporations Act under a Loan Agreement. The funds raised under the Loan Agreement have been used by the Company to pay costs associated with the Reconstruction and recapitalisation and also the costs of the general meeting. Option to Acquire Doyles Creek Mining Pty Ltd On 20 November the Company entered into an Option Agreement to acquire all of the issued capital of Doyles Creek Mining Pty Ltd. Exercise of the option is the Company raising 10,000,000 at 20 cents per share and receiving the necessary approvals from the Members, ASX and ASIC. It is also conditional on all of the Company s obligations under the Deed of Company Arrangement and Creditors Trust Deed being satisfied and all encumbrances being released. Prospectus On 2 December the Company lodged a prospectus with the ASIC for the raising of funds to satisfy the condition precedent to the exercise of the Option Agreement to raise 10,000,000 and also to enable various issues of shares, once authorised by the Company in General Meeting as set out below. At the date of this report the Company has received commitments for the 10,000,000 to be raised and is holding in trust for applicants in excess of 8,000,000 of application funds. The Company has applied to the ASX for reinstatement of its securities to the ASX. Upon satisfaction of any listing conditions the Company s securities will be requoted on the ASX. General Meeting At a General Meeting to be held on 29 December, the Company will meet to consider approval of the following: The consolidation of capital at 1 for 144; Apply an amount of the accumulated losses against the share capital which is considered permanently lost; Issue10,575,000 ordinary shares to Trident or its nominees; Issue 3,000,000 ordinary shares to Brad Sounness and 2,000,000 ordinary shares to Martin Shuttleworth or their nominees; Issue 5,000,000 ordinary shares to Blue Saint Pty Ltd or its nominees; Issue 4,000,000 ordinary shares to the Trustees of the Creditors Trust; Issue 15,000,000 ordinary shares to investors on conversion of the loan under the Convertible Loan Deed; Issue 50,000,000 ordinary shares at 20c each pursuant to the Prospectus; Issue 470,000,000 ordinary shares for the acquisition of Doyles Creek Mining Pty Ltd; and Change the name of the Company to Nucoal Resources NL. 23. CONTINGENT ASSETS AND LIABILITIES On 18 March 1999 Supersorb Environmental NL entered in to an agreement with Polaris Metals NL, the agreement was in connection to the performance of a Joint Venture known as Bullfinch North (the Bullfinch Royalty). The terms of the agreement are for payment of a 250,000 royalty payment by Polaris to Supersorb upon the commissioning of a commercial operation that proposes to mine minerals originating from the Tenement and a royalty per tonne of gold or nickel ore mined and treated from within the Tenement, to which Supersorb is the beneficial owner. Under the terms of the Reconstruction Deed (as amended) the Bullfinch Royalty will be transferred to the Creditors Trust, with any future benefit from the Royalty being for the benefit of creditors. The company has no contingent liabilities.. 34

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