APPENDIX 4D HALF YEAR REPORT TO THE AUSTRALIAN STOCK EXCHANGE Name of Entity Resources & Energy Group Limited (formerly Real Brand Holdings Limited) ABN 12 110 005 822 Half year ended 31 December 2011 Previous corresponding period 31 December 2010 RESULTS FOR ANNOUNCEMENT TO THE MARKET REVENUE FROM CONTINUING OPERATIONS Net loss for the period attributable to members Down 24.8% To 43,238 Up 59.5% To 125,402 No interim dividend was paid and it is not proposed to pay any dividends. Explanation of operating result The loss of the Group has resulted from the following: (a). (b). (c) Decreased interest income of 14,288 was due to the decrease in the average cash balances in the current half-year period; A decrease in consulting expenses of 15,000 was due to reduced consulting activities in the current half year period; and A decrease of other expenses of 118,995 was due to a non-recurring expense of 118,970 in relation to non-claimable GST input credit being recognised in the prior period whilst no such expense was incurred in the current half year period. 1
Net Tangible Assets per Security 31 December 2011 31 December 2010 Net tangible assets per ordinary security 0.102 0.117 Other matters There have been no entities over which control has been gained or lost during the period. There are no associates or joint ventures included within the accounts of Resources & Energy Group Limited. Review opinion The financial statements have been reviewed and an emphasis of matter paragraph was included in the Independent Review Report with respect to the material uncertainty in relation to the impairment of Exploration and Evaluation Assets. 2
(FORMERLY REAL BRAND HOLDINGS LIMITED) ABN 12 110 005 822 HALF YEAR REPORT 31 DECEMBER 2011 This Interim Financial Report should be read in conjunction with the company s annual report for the period ended 30 June 2011. 3
FINANCIAL REPORT for the half year ended 31 December 2011 ABN 12 110 005 822 CORPORATE DIRECTORY...5 DIRECTORS REPORT...6 AUDITORS INDEPENDENCE DECLARATION...8 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME...9 CONSOLIDATED STATEMENT OF FINANCIAL POSITION...10 CONSOLIDATED STATEMENT OF CASH FLOWS...11 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY...12 NOTES TO THE FINANCIAL STATEMENTS...13 DIRECTORS DECLARATION...19 INDEPENDENT REVIEW REPORT...20 4
CORPORATE DIRECTORY Directors Richard Poole (Chairman) Virginia Bruce Philip Suriano Secretary Sylvie Dimarco Registered Office Level 33 Colonial Centre 52 Martin Place SYDNEY NSW 2000 Telephone + (612) 9227 8900 Facsimile + (612) 9287 8901 Share Registry Registries Limited Level 7, 207 Kent St, SYDNEY NSW 2000 Auditor Prosperity Audit Services Level 2 580 George Street Sydney NSW 2000 Stock Exchange Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000 ASX Code REZ (formerly RBH) (fully paid ordinary shares) 5
DIRECTORS REPORT The directors of Resources & Energy Group Limited submit herewith the financial report for the half year ended 31 December 2011. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The names of the directors of the company during or since the end of the half year and up to the date of this report are: Mr RJ Poole Ms V Bruce Mr P Suriano The Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Review of Operations During the current half-year period, the Group continued the process of reviewing and rationalising its geothermal portfolio. Deep Energy Ltd, the subsidiary, has made an application to the Department of Primary Industries and Resources of South Australia (PIRSA) to vary the original licences and continues the discussion with PIRSA with respect to consolidate the existing 12 geothermal exploration licences into two new licenses of 3,000 square kilometres each. The passing of the carbon tax legislation includes a package of pricing initiatives to be provided by the Clean Energy Finance Corporation that are aimed at commencing in July 2012. The Group will continue to implement a strategy of securing the existing geothermal portfolio with an optimistic prospect that geothermal exploration industry will attract a fair portion of the funding. The Group also continue to research other clean energy projects in the Asia Pacific region with particular interest in potential opportunities in Indonesia. Operating Results The loss from continuing operations after income tax for the half year ended 31 December 2011 was 132,713 (31 December 2010 loss: 310,021). The loss from continuing operations after income tax includes the following revenues and expenses whose disclosure is relevant in explaining the financial performance of the entity: Half Year Ended 31 Dec 2011 Half Year Ended 31 Dec 2010 Revenue from continuing activities 43,238 57,526 Expenses from continuing activities (175,951) (367,547) Loss from continuing operations (132,713) (310,021) Loss from continuing operations (132,713) (310,021) 6
DIRECTORS REPORT Earnings per Share 2011 2010 Basic earnings per share (0.003) (0.007) Diluted earnings per share (0.003) (0.007) As the average market price of ordinary shares for the half year ended 31 December 2011 did not exceed the weighted average exercise price, the share options are anti-dilutive and are ignored in the calculation of the diluted earnings per share. The loss of the Group has resulted from the following: (a) Decreased interest income of 14,288 was due to the decrease in the average cash balances in the current half year period; (b) A Decrease in consulting expenses of 15,000 was due to reduced consulting activities in the current half year period; and (c) A decrease in other expenses of 118,995 was attributable to a non-recurring expense of 118,970 in relation to non-claimable GST input credit being recognised in the prior period whilst no such expense was incurred in the current half year period. Auditor s Independence Declaration A copy of the auditors independence declaration as required under section 307C of the Corporations Act 2001 is set out on Page 8. Auditor The auditor continues in office in accordance with Section 327 of the Corporations Act 2001. Signed in accordance with a resolution of directors. On behalf of the Directors RJ Poole Chairman Sydney, 27 February 2012 7
AUDITOR S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF I declare that, to the best of my knowledge and belief, during the half-year ended 31 December 2011 there have been: (i) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. This declaration is in respect of Resources & Energy Group Limited and the entities it controlled during the period. PROSPERITY AUDIT SERVICES LUKE MALONE Associate Director 27 February 2012 Sydney Sydney Level 2 580 George Street Sydney NSW 2000 PO Box 20726 World Square NSW 2002 T 02 9261 2288 F 02 9261 2376 Sydney Newcastle Brisbane 8 Newcastle Hunter Mall Chambers 2 nd Floor, 175 Scott Street Newcastle NSW 2300 PO Box 234 Newcastle NSW 2300 T 02 4907 7222 F 02 4929 6759 Brisbane Suite 1, Level 3 200 Creek Street Brisbane QLD 4000 GPO Box 2246 Brisbane QLD 4001 T 07 3839 1755 F 07 3839 1037 www.prosperityadvisers.com.au mail@prosperityadvisers.com.au Prosperity Audit Services ABN 87 879 Chartered 283 831 Accountants Liability limited by a Scheme approved under the Professional Standards Legislation. Chartered Accountants Liability limited by a Scheme approved under the Professional Standards Legislation.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the half year ended 31 December 2011 Note Consolidated 31 Dec 2011 Consolidated 31 Dec 2010 Continuing operations Other revenue 2 43,238 57,526 Auditing and accounting (39,150) (39,210) Consulting fees - (15,000) Office expense (12,577) (14,515) Corporate maintenance expense (49,014) (55,542) Legal costs (7,095) (37,180) Director fees (59,400) (59,650) Interest paid (5,940) (24,680) Other expenses (2,775) (121,770) Profit / (Loss) before income tax expense (132,713) (310,021) Income tax expense - - Loss for the half-year period (132,713) (310,021) Other Comprehensive Income/(Loss) Other comprehensive income for the period - - Total comprehensive income/(loss) for the period (132,713) (310,021) Profit/(loss) is attributable to: - shareholders of Resource & Energy Group Limited (125,402) (309,575) - Non-controlling interests (7,311) (446) (132,713) (310,021) Total comprehensive income/(loss) is attributable to: - shareholders of Resource & Energy Group Limited (125,402) (309,575) - Non-controlling interests (7,311) (446) (132,713) (310,021) Earnings Per Share for profit/(loss) from continuing operations attributable to the ordinary shareholders of the company Basic ( per share) 3 (0.003) (0.007) Diluted ( per share) 3 (0.003) (0.007) Earnings Per Share for profit/(loss) attributable to the ordinary shareholders of the company Basic ( per share) 3 (0.003) (0.007) Diluted ( per share) 3 (0.003) (0.007) The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes 9
CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2011 Note Consolidated 31 Dec 2011 Consolidated 30 June 2011 CURRENT ASSETS Cash and cash equivalents 1,352,431 1,526,714 Trade and other receivables 54,813 76,460 TOTAL CURRENT ASSETS 1,407,244 1,603,174 NON-CURRENT ASSETS Property, Plant and Equipment 1,744 1,836 Exploration and evaluation assets 1 8,663,357 8,623,532 TOTAL NON-CURRENT ASSETS 8,665,101 8,625,368 TOTAL ASSETS 10,072,345 10,228,542 CURRENT LIABILITIES Trade and other payables 63,677 75,557 TOTAL CURRENT LIABILITIES 63,677 75,557 NON-CURRENT LIABILITIES Borrowings 150,153 161,758 Deferred tax liabilities 2,294,441 2,294,441 TOTAL NON-CURRENT LIABILITIES 2,444,594 2,456,199 TOTAL LIABILITIES 2,508,271 2,531,756 NET ASSETS 7,564,074 7,696,786 EQUITY Contributed equity 10,948,793 10,948,793 Accumulated losses (6,314,755) (6,189,353) TOTAL EQUITY ATTRIBUTABLE TO THE SHAREHOLDERS OF 4,634,038 4,759,440 Non-controlling interests 2,930,036 2,937,346 TOTAL EQUITY 7,564,074 7,696,786 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes 10
CONSOLIDATED STATEMENT OF CASH FLOWS for the half year ended 31 December 2011 Note Consolidated 31 Dec 2011 Consolidated 31 Dec 2010 CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (138,883) (350,549) Interest received 4,425 38,581 NET CASH FLOWS FROM OPERATING ACTIVITIES (134,458) (311,968) CASH FLOWS FROM INVESTING ACTIVITIES Loans made to other entities - 43,500 Exploration and evaluation costs capitalized (39,825) (16,793) NET CASH FLOWS FROM INVESTING ACTIVITIES (39,825) 26,707 NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (174,283) (285,261) Cash and cash equivalents at the beginning of the half year 1,526,714 2,046,831 CASH AND CASH EQUIVALENTS AT THE END OF THE HALF YEAR 1,352,431 1,761,570 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes 11
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half year ended 31 December 2011 CONSOLIDATED ORDINARY SHARES RETAINED EARNINGS NON- CONTROLLING INTERESTS TOTAL Balance at 1 July 2010 10,948,793 (5,747,377) 2,950,374 8,151,790 Total Comprehensive loss for the half year - (309,575) (446) (310,021) Balance at 31 December 2010 10,948,793 (6,056,952) 2,949,928 7,841,769 Balance at 1 July 2011 10,948,793 (6,189,353) 2,937,347 7,696,787 Total Comprehensive loss for the half year - (125,402) (7,311) (132,713) Balance at 31 December 2011 10,948,793 (6,314,755) 2,930,036 7,564,074 The above Consolidated Statement of Changes In Equity should be read in conjunction with the accompanying notes 12
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 1. BASIS OF PREPARATION The half year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and Accounting Standard AASB 134: Interim Financial Reporting. The half year financial report does not include all notes of the type normally included in the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2011 and any public announcements made by Resources & Energy Group Limited and its controlled entities during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001. The accounting policies adopted are consistent with those applied in the 30 June 2011 annual report, and corresponding interim reporting period. The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period. The adoption of these amendments has not resulted in any changes to the Group s accounting policies and has no effect on the amounts reported for the current or prior periods. The new and revised Standards and Interpretations has not had a material impact and not resulted in changes to the Group s presentation of, or disclosure in, its half-year financial statements. There are no new and revised Standards and amendments thereof and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period. Going concern The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The Group has sufficient cash reserves to meet its debts as and when they fall due over the next 12 months, including its commitments as outlined in note 7. In financial periods beyond 31 December 2011 the group may require successful rising of funding through debt, equity or the successful exploration and subsequent exploitation of the company s tenements. Significant uncertainty with respect to the valuation of exploration and evaluation assets Deep Energy Limited, a 51% owned subsidiary of the Company, holds 12 exploration licences in South Australia representing the value of the exploration and evaluation assets of 8.6 million recognised as at 31 December 2011. The Company made an announcement to the ASX on 27 April 2011 as to the uncertainty and difficulties being faced with respect to geothermal projects in Australia. This brings an element of uncertainty with respect to reaching commercialisation in a cost effective and timely manner for many industry participants. Deep Energy Limited is currently reviewing and considering possible rationalisation of its geothermal portfolio and may even relinquish part of the portfolio in the future. During the half year period, Deep Energy Limited continued the discussions with the Department of Primary Industries and Resources South Australia to vary the original exploration licences with a view to consolidate the existing 12 licences into 2 licences of 3,000 square kilometres each. No formal decision has been made at the current time with respect of any relinquishment of the areas. Negotiations have also continued with other geothermal explorers who hold licences within the region closer to infrastructure but these negotiations are still at preliminary stage. 13
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 1. BASIS OF PREPARATION (CONT) Finally, the passing of the carbon tax legislation includes a package of pricing initiatives to be provided by the Clean Energy Finance Corporation that are aimed at commencing in July 2012. At the current time the application and receipt of this funding is still uncertain to industry participants. There is significant uncertainty with respect to the valuation of exploration and evaluation assets at the current time as: - The company is in the process of assessing the commercial viability of continuing current exploration and investing significant capital in the existing exploration licenses; - Negotiations with the Department of Primary Industries and Resources South Australia are ongoing at the current time and no decision has been made at the date of this report to vary the license or reduce the exploration area or expenditure commitments; - Negotiations with other geothermal explorers are at early stages; and - The receipt and application of Federal funding recently announced which will assist in making the geothermal industry more commercially attractive is unclear to industry participants at the current time. As such the Directors are unable to reliably measure the extent of impairment which may exist in relation to exploration and evaluation assets as at 31 December 2011 and no impairment has been recognised at balance date. 2. OTHER REVENUE 31 Dec 2011 31 Dec 2010 Interest 43,238 57,526 14
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 3. ASSET BACKING AND EARNINGS PER SHARE 31 Dec 2011 31 Dec 2010 Net tangible asset backing ( per share) 0.102 0.117 Basic earnings per share ( per share) (0.003) (0.007) Earnings used in calculation of earnings per share (125,402) (309,575) Weighted average number of units on issue used in calculation of earnings per unit 45,342,306 41,842,306 As the average market price of ordinary shares for the half-year ended 31 December 2011 did not exceed the weighted average exercise price, the share options are anti dilutive and are ignored in the calculation of the diluted earnings per share. 4. CONTINGENT LIABILITIES OR CONTINGENT ASSETS Deep Energy Limited is non-compliant with respect to the current work program requirements of its geothermal exploration licenses. As instructed by the Department of Primary Industry and Resources South Australia, Deep Energy Limited is in the process of applying for variation to its work programs and completing its tenement annual reports. Directors are of the opinion that Deep Energy Limited is not likely to be subject to any penalties due to the non-compliance. As such, no provision was recognised as at 31 December 2011. 5. DIVIDENDS No dividends have been declared or paid during the half year ended 31 December 2011 or in the prior period, and the directors do not recommend the payment of a dividend in respect of the half year ended 31 December 2011. 15
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 6. SEGMENT REPORTING The group has one reportable segment being the exploration of geothermal energy in South Australia. The group has twelve Geothermal Licences in the state of South Australia. Due to the fact that all geothermal licences are in SA and at a similar exploration stage, they have been aggregated as one reportable operating segment. Management will continue to assess the reporting format in future periods and if reporting changes to a different basis, additional segment information will be included. The company has identified its operating segments based on internal reports that are reviewed and used by the directors in assessing performance. The accounting policies and amounts reported for internal reporting are consistent with the AIFRS financial information reported in this financial report. Half- year 2011 Exploration & Unallocated Total Drilling for geothermal energy Revenue Segment Revenue (a) - 43,238 43,238 Depreciation 92-92 Loss after income tax (b) (15,185) (117,528) (132,713) Segment total assets (c) -31 December 2011 8,663,357 3,067,425 11,730,782 Segment total liabilities 31 December 2011 2,496,044 165,664 2,661,708 Half- year 2010 Exploration & Unallocated Total Drilling for geothermal energy Revenue Segment Revenue (a) 40,000 57,526 97,526 Depreciation - - - Loss after income tax (b) (929) (309,093) (310,022) Segment total assets (c) 30 June 2011 8,625,368 3,108,174 11,733,542 Segment total liabilities 30 June 2011 2,604,579 38,366 2,642,945 Unallocated amounts represent corporate activities such as administration and office costs. 16
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 6. SEGMENT REPORTING (CONT) (a) Revenue A reconciliation of total loss after tax to the consolidated profit for the year is provided as follows: 31 Dec 2011 31 De 2010 Total Revenue 43,238 97,526 Inter-segment elimination - (40,000) Profit / (Loss) for the year 43,238 57,526 (b) Loss after tax A reconciliation of total loss after tax to the consolidated profit for the year is provided as follows: 31 Dec 2011 31 De 2010 Total loss after tax (131,702) (310,021) Inter-segment elimination - - Profit / (Loss) for the year (131,702) (310,021) (c) Segment assets Reportable segments assets are reconciled to total assets as follows: 31 Dec 2011 30 June 2011 Segment assets 11,730,782 11,733,542 Inter-segment elimination (1,658,437) (1,505,000) Total assets as per the balance sheet 10,072,345 10,228,542 All segment revenues are attributed to Australia and all segment assets are located in Australia. 17
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 31 December 2011 7. TENEMENT LEASE COMMITMENTS 31 Dec 2011 30 June 2011 Minimum Expenditure commitment on tenement leases Committed but not provided for and payable: Within one year 400,000 433,780 One year or later and no later than for 3,200,000 3,200,000 five years Later than five years - - 3,600,000 3,633,780 The Group is in discussion with Department of Primary Industries and Resources South Australia (PIRSA) to vary the exploration licences. Therefore the expenditure commitment will change once a new arrangement is made. Due to the ongoing discussion with PIRSA and that the company is in the process of assessing the commercial viability of continuing current exploration. It is very difficult to forecast the nature and the amount of future expenditure. 8. COMPANY DETAILS The registered office of the company is: Resources & Energy Group Limited Level 33 Colonial Centre 52 Martin Place SYDNEY NSW 2000 The principal place of business is: Level 33 Colonial Centre 52 Martin Place SYDNEY NSW 2000 10. SUBSEQUENT EVENTS No matters or circumstances have arisen since the end of the half year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years. 18
DIRECTORS DECLARATION for the half year ended 31 December 2011 In accordance with a resolution of the directors of Resources & Energy Group Limited, I state that: In the opinion of the directors: a) The financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: i) Giving a true and fair view of the financial position as at 31 December 2011 and the performance for the halfyear ended on that date of the consolidated entity. ii) Complying with the Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. b) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. On behalf of the board RJ Poole Chairman Sydney, 27 th February 2012 19
INDEPENDENT REVIEW REPORT TO THE MEMBERS OF FOR THE HALF YEAR ENDED 31 DECEMBER 2011 Report on the Half-Year Financial Report We have reviewed the accompanying financial report of Resources & Energy Group Limited for the half-year ended 31 December 2011, which comprises the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, other selected explanatory notes and the directors declaration for the Resources & Energy Group (the consolidated entity). The consolidated entity comprises both Resources & Energy Group Limited (the company) and the entities it controlled at the end of the half-year or from time to time during the half-year. Directors Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 and for such controls as the directors determine is necessary to enable the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Sydney Level 2 580 George Street Sydney NSW 2000 PO Box 20726 World Square NSW 2002 T 02 9261 2288 F 02 9261 2376 Newcastle Hunter Mall Chambers 2 nd Floor, 175 Scott Street Newcastle NSW 2300 PO Box 234 Newcastle NSW 2300 T 02 4907 7222 F 02 4929 6759 Brisbane Suite 1, Level 3 200 Creek Street Brisbane QLD 4000 GPO Box 2246 Brisbane QLD 4001 T 07 3839 1755 F 07 3839 1037 Sydney Newcastle Brisbane 20 www.prosperityadvisers.com.au mail@prosperityadvisers.com.au Chartered Accountants Prosperity Liability Audit limited Services by a Scheme ABN 87 879 approved 283 under 831 the Professional Standards Legislation. Chartered Accountants Liability limited by a Scheme approved under the Professional Standards Legislation.
INDEPENDENT REVIEW REPORT TO THE MEMBERS OF FOR THE HALF YEAR ENDED 31 DECEMBER 2011 (con t) Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the Company a written Auditor s Independence Declaration, a copy of which is included on page 8 of the financial report. Conclusion Based on our review, which is not an audit, nothing has come to our attention that causes us believe that the half-year financial report of Resources & Energy Group Limited is not in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the consolidated entity s financial position as at 31 December 2011 and of its performance for the half-year ended on that date, and ii. complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001. Material uncertainty in relation to the impairment of Exploration and Evaluation Assets Without qualifying our conclusion, we draw attention to Note 1 in the half-year financial report which indicates that that there are indicators of impairment with respect to exploration and evaluation assets. However given the uncertainty which currently exists the Directors have been unable to reliably measure and recognise the impact of this impairment as at 31 December 2011. Accordingly, material uncertainty exists over the extent of any impairment of exploration and evaluation assets not recognised in the half-year financial report as at 31 December 2011. PROSPERITY AUDIT SERVICES LUKE MALONE Associate Director 27 February 2012 Sydney 21