The vast majority of the past year has been dominated by the sub prime crisis which has negatively impacted on all global financial markets flowing through to companies, both large and small worldwide. During the second half of the 2007/08 financial year, the fallout from sub prime continued to impact very heavily on all small cap junior explorers in Australia. Against a back drop of negative sentiments within all financial markets, project and working capital finance has slowed to a trickle amidst falling share prices across the board. Despite the ongoing difficulties for Oropa to raise finance for its exploration activities, Oropa’s board was very excited about the results achieved at the Company’s 75% owned Pungkut gold project throughout the past year, culminating with a 1 million ounce JORC compliant inferred resource being announced in June this year. Oropa exercised its option to acquire Pungkut in January 2003 and to date has spent some A$9,000,000 on exploration to achieve this 1 million ounce milestone at discovery costs of approximately A$9.00 per ounce. Immediately after completing the revised resource estimate in May, the Company commissioned SRK Consulting (Australasia) Pty Ltd to undertake a Scoping Study of the two inferred gold resources at Pungkut (Sihayo 1 North and Sambung). A considerable amount of additional metallurgical test work was undertaken in advance of the Scoping Study to enable representative gold recoveries to be utilised for the study, which is expected to be completed by mid-September. The Company continues to raise modest amounts of working capital during these extremely difficult times to ensure that resource delineation drilling at Sihayo 1 North continues, with the objective being to further increase the gold resources there. Field activities, aside from resource drilling at Sihayo 1 North, focused on the nearby epithermal prospect Hutabargot Julu, where near surface bonanza gold grades were encountered in drilling along the newly discovered outcropping Ali vein in the centre of the prospect area. In early August, the Company announced the discovery of a large multi element geochemical anomaly coincident with the perceived intersection of the Ali and Sarahan veins to the south of the Simalagi River. Surface sampling returned grades of up to 12.8 g/t Au and 22 g/t Ag in soils within the anomaly, which prompted the Company to mobilise a second rig to Hutabargot Julu to drill test the geochemical target. The area is located approximately 600m south-east of drill hole HUTDD018 that encountered the bonanza grade gold zone, announced 15th May 2008. Several additional holes are planned in this area. Although Oropa like many other companies has been impinged by financial constraints, the Company has systematically progressed Pungkut throughout the year and the directors anticipate evaluating the results of the Scoping Study with the objective being to advance Pungkut to mining feasibility in the first half of 2009. The Company ventured into Malawi in late 2007 and initial activities over the past 9 months, although limited, have identified a number of uranium anomalies within the Mzimba Northwest and Chitunde Exclusive Prospecting Licences (“EPLs”), two of three 100% Oropa owned EPLs in the country. The third, Chizani is located immediately to the north of Globe Metal’s and CC Mining SA’s multi commodity niobium-uraniumtantalum- zircon deposit. This EPL is considered to offer exploration potential for hydrothermal uranium and is currently being assessed as part of a remote sensing study. Ongoing exploration is planned for the remainder of the year on all of the Company’s tenements in Malawi, taking into account the high level of exploration success being achieved by the handful of companies presently operating in that country, most notably Paladin Energy Ltd’s Kayelekera Uranium project, which is scheduled to commence production at the end of this year. The stage is now set for Oropa to make the big step from being a junior explorer to an emerging gold producer and the board is looking towards an exciting 12 months ahead. Yours sincerely, Brian J Hurley 5 REVIEW OF OPERATIONS CORPORATE On 17 October 2007, Oropa Limited (“Oropa or the Company”) announced that it had raised interim working capital of $463,525.00 before costs via a placement of 10,300,555 ordinary shares at 4.5 cents per share to overseas and sophisticated investors. The funds were applied towards ongoing exploration and drilling operations at the Sihayo 1 North and Hutabargot Julu prospects at its 75% owned Pungkut gold project in Indonesia (“Pungkut”), plus the establishment of the Company’s field operations in Malawi, including initial regional geochemical sampling programs at the Mzimba Northwest and Chitunde uranium prospects. At the Company’s Annual General Meeting convened on 28 November 2007, all resolutions as set out in the Notice of Meeting were carried with the required majorities. On 28 November 2007, the Company’s directors announced that a meeting of shareholders was to be convened at a date to be fixed to consider and if thought fit, to pass a resolution for the Company to issue up to 13,280,376 new options, each at an issue price of $0.002 per new option and expiring on 31 January 2011 (“2011 Options”) to those persons recorded as holders of unexercised options that expired on 31 December 2007 (“2007 Option Holders”). More recently on 14 April this year, a Notice of Shareholders Meeting was lodged with the ASX and dispatched to shareholders advising them that this general meeting was to be convened on 12 May 2008 to consider a number of resolutions, including the issuance of the 2011 Options. All resolutions were passed, including the ratification of two previous placements of 10,000,000 shares at 5 cents per share and 13,347,483 at 4 cents per share respectively to raise $1.034M before costs In mid-March, the Company announced that it had placed a total of 13,347,483 ordinary shares at an issue price of 4 cents per share to sophisticated and overseas investors to raise $533,899.00 before costs for working capital purposes and to continue funding its 75% owned Pungkut project. During May through July this year, the Company raised $720,000 before costs via placements of 13,090,907 ordinary shares at an issue price of 5.5 cents per share to overseas institutions and sophisticated investors. These funds are being applied towards ongoing exploration programs at Pungkut and the re-commencement of sampling operations in Malawi. Mr. Misha Collins, CFA was appointed as a non executive director of Oropa on 8 July 2008. Mr Collins is a metallurgist, with extensive experience having spent the past 10 years as a financial analyst with BT Fund Management. He currently owns an investment and trading business. A Prospectus covering the 2011 Option issue was lodged with the ASX on 8 August 2008 and dispatched to the 2007 Option Holders. The offer closed on 22 August 2008 and the Company received applications for 8,510,285 options. On 27 August 2008 the Company issued these options and capital of $17,020.57 before costs was raised. The directors reserve the right to allot the shortfall to the issue subject to the terms and conditions by shareholders at the 12 May 2008 General Meeting. 6 REVIEW OF OPERATIONS INTERNATIONAL PROJECTS INDONESIA -Pungkut Gold Project, Sumatra; (75%) Location Map: Pungkut is a 7th Generation Contract of Work (“CoW”) located in North Sumatra, Indonesia. It lies 75km to the south of Oz Minerals Limited’s high-suphidation Martabe gold deposit(s), which collectively contain a resource base of approximately 6Moz Au and 60Moz Ag (Feasibility Study). Further to the north at Dairi, Herald Resources Ltd is developing a high grade zinc-lead mine (total resource base of 17.98 Mt at 12.6% zinc and 7.3% lead). Pungkut is owned by PT Sorikmas Mining (“Sorikmas”), which is 75% owned by Oropa and 25% by PT Antam Tbk. (“Antam”). Oropa manages the project and is responsible for contributing 100% of the exploration and development funding by way of loans to Sorikmas until the commencement of production. Under the terms of a Loan Agreement, Antam is to repay its share of those loans to Oropa or other lenders to Sorikmas from 80% of its share of available cash flow from production, until its 25% share of the loans are repaid in full. GEOLOGICAL SETTING Pungkut straddles part of the 1,900km long Sumatran Fault Zone, resulting from the oblique subduction of the Australian-Indian plate beneath the Sunda-Continental Plate. The CoW area also covers part of the Sumatran Volcanic Arc, with the dominant lithologies being Permian volcanics and sediments, intruded and underlain by Jurassic and Cretaceous plutons of dioritic through to granitic composition, juxtaposed and overlain by Tertiary to Recent volcanics and sediments. The tectonic setting provides both the deep seated mantle-tapping structures and hydrothermal cells to source and transport metals, and favourable depositional structural and lithological settings to host major gold, copper and zinc deposits. Similar tectonic settings in the Philippines (Philippine’s Fault), and Chile (Atacama Fault) host major gold and copper deposits. EXPLORATION ACTIVITIES A major milestone was achieved at Pungkut in May when a revised resource estimation including results from recent drilling increased the Sihayo 1 North Inferred Resource by 49% to 12.1 million tonnes grading 2.4g/t gold for 910,000 ounces of contained gold. Combined with the resource estimation for nearby Sambung completed the previous year, this now increases the Combined Inferred Resources to greater than 1 million ounces of gold. The results of the resource estimations prompted the Company to commission a Scoping Study into the economics of mining and treatment of the combined resources; which is currently in progress. Oropa remains confident that current exploration and drilling activities proximal to the Sihayo 1 North Inferred Resource will further increase it. 7 REVIEW OF OPERATIONS Detailed exploration of the large epithermal vein system at Hutabargot Julu commenced early this year. Hutabargot Julu is situated on the same trend as Sihayo and Sambung, and has the potential to host a large, high grade gold deposit. Initial exploration and drilling has confirmed that bonanza grade gold mineralisation exists in this prospect area. Systematic follow up work will continue for the remainder of this year. NORTH BLOCK Summary of Activities: Sihayo 1 North: Completion of a new resource estimate for Sihayo 1 North 21 diamond drill holes (1,385m) targeting jasperoid on the flanks of the Inferred Resource 23 test pits were dug 38 soil samples collected Hutabargot Julu: 19 diamond drill holes (2109m) completed 450 rock-chip samples collected 223 soil samples collected Mapping and geological interpretation Sihayo 1 North Sihayo Revised Resource Estimation Enormous encouragement is provided by the new Sihayo 1 North JORC Code compliant Inferred Resource estimate as prepared by Mining Assets Pty Ltd, and released in May. The Sihayo 1 North Inferred Resource now stands at 12.1 million tonnes grading 2.4g/t gold for 910,000 ounces of contained gold – representing a 49% increase in gold resources over the previous estimate. Combined with the nearby Sambung Inferred Resource the total Inferred Resource now stands at 1.01 million ounces of gold. This resource base is a significant milestone towards bringing Pungkut to mining status. Table 1: Oropa Sihayo 1 North and Sambung Resources Project Million tonnes Grade g/t gold Contained Gold Million ounces Sihayo 1 North 12.1 2.4 0.91 (+1.0 g/t cut-off grade) Sambung 1.1 2.6 0.10 (+1.5 g/t cut-off grade) Combined Inferred Resource 13.2 2.4 1.01 Independent consultants SRK Consulting (Australasia) Pty Ltd have been commissioned to conduct a Scoping Study to determine the approximate costs and economics of mining and treatment based on the existing resources, and the scaling effect that any additional resources might have on the project. The Scoping Study commenced in July, with results anticipated in mid-September 2008. Integral to any upgrading of resource classifications according to the JORC Code is to ensure the integrity of the data used in the resource estimation process. During the past couple of years, Sorikmas has continued to review and upgrade its entire sample database and assay quality control procedures. Steps have been taken to rectify deficiencies identified in previous sampling and quality control protocols in advance of an anticipated drill-out of the Sihayo 1 North and Sambung Inferred Resources to increase the confidence level of the resource classification as required for a bankable feasibility study. Formal documentation of procedures is underway. 8 REVIEW OF OPERATIONS Exploration activities during the past year focused on drilling on the western margin of the Sihayo 1 North Inferred Resource in the Western Extension area. Drilling tested outcropping jasperoid that had previously not been followed up on due to earlier interpretations that the jasperoids were limited in lateral extent. However, drilling has been highly successful and considerable thicknesses of well mineralised jasperoids were encountered, and included in the latest Sihayo 1 North inferred resource calculations. Best intersections include: SHDD090: 10m @ 2.3g/t Au from 2m SHDD093: 17m @ 4.4g/t Au from 4m SHDD094: 8m @ 4.4g/t Au from 25m SHDD095: 8m @ 2.17g/t Au from surface SHDD096: 17.6m @ 1.82g/t Au from surface SHDD097: 6m @ 3.66g/t Au from 1m SHDD097: 13m @ 1.53g/t Au from 15m SHDD098: 6m @ 2.15g/t Au from surface SHDD103: 22m @ 3.96g/t Au from surface SHDD103: 6m @ 1.45g/t Au from 25m SHDD104: 22.8m @ 4.84g/t Au from 41m Following the successful drilling program at the Western Extension, a geological re-interpretation indicated further untested prospective stratigraphy at the North Western-Extension. Drilling returned to Sihayo 1 North in May 2008 to test the mineral potential here. Moderate gold in regolith and in-situ jasperoids were encountered in this drilling. More encouragingly, test pits on the eastern side of the resource in the Old Camp Area encountered gold in jasperoid regolith in an area previously interpreted to be closed off by a fence of drill holes. A geological reinterpretation placing a major fault beyond the fence of drill holes opened the possibility of further mineralisation under a concealing blanket of Tertiary sediment and regolith. Subsequent broad spaced drilling (assay results pending) has identified jasperoid over 200m of strike length in both thick regolith and primary sedimentary layers. Significant potential exists to increase the Sihayo 1 North resource in the Old Camp Area. Figure 1: Sihayo 1 North Current Drill Hole Program . 9 REVIEW OF OPERATIONS Table 2: Sihayo 1 North Significant Drill Intersections Hutabargot Julu Hutabargot Julu is a major exploration target for Sorikmas; with programs over the past nine months testing intermediate-sulphidation epithermal quartz and massive silica alteration in veins interpreted to extend over a strike length of up to 3km. Vein textures indicate upper level exposure of the vein, with the potential to host substantial and high grade mineralisation at depth. 10 REVIEW OF OPERATIONS Epithermal systems often host rich gold mineralisation, as is evidenced elsewhere in Indonesia in lowsulphidation deposits at Newcrest’s PT Nusa Halmahera Minerals’ Gosowong and Kencana mines on Halmachera Island, Antam’s Pongkor mine in West Java, ARC Exploration’s Cibaliung deposit south of Pongkor and Oz Minerals Limited’s world-class 6 Moz gold high-sulphidation Martabe gold and silver deposit, located 75km north of Pungkut. To date, four main outcropping quartz vein zones have been identified at Hutabargot Julu; the Sunday vein sets in the east, the Sarahan and Ali veins in the central part of the prospect, and the Sihorbo vein to the west; other minor veins are also present. Veins/vein zones consist of quartz breccias, massive silicification, moderately banded quartz veins, quartz stringers, and often clay with iron-oxides and minor manganese oxides on the hanging wall surfaces. Chalcedonic quartz is common, and minor quartz after bladed calcite is present; indicating the upper level of the hydrothermal system. Strong vertical stratification is evident with the best developed veining exposed at lower elevations along the Simalagi River. Veins are 2 to 30m wide, dip approximately 60º to the west, and except for the Ali vein, strike north-south. The north-south orientation is interpreted to be related to dilation in the north-west trending Sumatran Fault zone, and dilatational structures are an ideal host for epithermal mineralisation. Previous exploration at Hutabargot Julu commenced pre-1914 when Dutch explorers identified the area as prospective and exploration adits were driven predominantly into the Sunday and Sarahan veins north of the Simalagi River. A CSR/Billiton joint venture conducted some exploration in the mid-late 1980s. Those exploration activities comprised mapping, trenching, and soil sampling, with emphasis on the northern area of the Sunday vein based on the best results returned from their soil sampling; 3 holes were reportedly drilled. Sorikmas commenced exploration in the area on the basis of the historical Dutch reports, but focused on areas with the widest quartz vein exposures and where the best assay results were returned from new rock-chip sampling. Drilling commenced along the Sarahan vein, north of the Simalagi River coincident with anomalous surface outcrop. The Sunday vein was also subjected to scout drilling. The Sihorbo vein is considered to have good mineral potential, but is remote and the more accessible targets are being drill tested first. The Ali vein was discovered during the Sorikmas regional mapping and surface sampling programs, striking obliquely to the Sarahan vein with consistent high grade outcrop samples. More recent mapping and sampling along the Sarahan vein to the south of the Simalagi River has discovered massive alteration associated with gold anomalism. Figure 2: Hutabargot Julu Rock Chip Sample Locations 11 REVIEW OF OPERATIONS Sarahan vein The Sarahan vein was the target of the initial drilling due to significant results obtained in channel-chip samples and substantial widths of vein exposure at surface and in extensive historic Dutch adits. The 9 drill holes along Sarahan all intersected significant mineralisation with an average intersection of 2m @ 2.12 g/t Au. This mineralisation, interpretated as upper level, may indicate higher grade and more substantial mineralisation at depth; as occurs in many epithermal deposits. Deeper drilling in HUTDD013 intersected 70m of massive quartz vein breccia from 136.5m. Further deep drilling is planned for this area. Sunday vein The Sunday vein zone, located in the eastern portion of the prospect area consists of multiple parallel veins which can be accessed by historic Dutch adits. Channel-chip samples returned up to 3.83 g/t Au, and a limited 3 hole scout drilling program was conducted. Moderate gold values were returned from this drilling. West of the Sunday vein encouraging outcrop rock-chip assay of up to 4.11 g/t Au, and 2.57 g/t Au from a base metal vein at Tambang Panas warrant follow up exploration. Ali vein The Ali vein discovered during reconnaissance mapping, strikes obliquely to the Sarahan vein. Rock-chip samples collected from within a 320m strike are consistently well-mineralised with assays of up to 136 g/t Au & 1,250 g/t Ag. Follow up diamond drilling encountered patchy mineralisation in the first 5 drill holes; however bonanza grade mineralisation in the southernmost hole HUTDD018 of 5m @ 35.67 g/t Au & 198 g/t Ag from 47m has confirmed the potential for high grade mineralisation in these epithermal veins. Follow up diamond drilling to the south-east of HUTDD018 is planned to commence in the December quarter. Sarahan vein south Recent reconnaissance mapping tracking the projected position of the Sarahan vein to the south of the Simalagi River has revealed massive silica alteration, and gold in channel chip samples of up to 14.2 g/t Au. A soil grid covering the Sarahan and Ali veins has delineated a significant coincident gold, silver, copper, lead, zinc, antinomy, and molybdenum anomaly in the Sarahan vein South area. The Ali vein is interpreted to intersect the Sarahan vein in this general area, prioritising it as an important conceptual drill target. Drilling to test this large soil anomaly at depth depth is planned. Assay results from 4 recent drill holes that intersected substantial quartz vein zones are awaited. 12 REVIEW OF OPERATIONS Table 3: Hutabargot Julu Significant Drill Intersections SOUTH BLOCK There were no significant exploration activities conducted in the South Block during the year owing to the resource development programs at Sihayo 1 North and concerted exploration programs at the nearby Hutabargot Julu prospect. PUNGKUT FURTHER EXPLORATION TARGETS While current exploration is concentrated on developing the combined Sihayo-Sambung Inferred Resources to mining development stage and to test the extensive intermediate-sulphidation quartz veins at Hutabargot Julu, many highly potential untested gold and copper targets exist at Pungkut. The current objective is to bring Pungkut to a mining stage as soon as possible to provide funding to explore these other targets. These additional prospect areas had been previously identified during Aberfoyle/PT Sorikmas Mining reconnaissance exploration in the late nineties, some of which were subsequently confirmed by Richard Sillitoe, an internationally recognised and widely published expert on copper and gold deposits, during a site visit to Pungkut in July 2007. Although these targets remain untested by modern exploration methods, all are considered to have potential for substantial gold mineralisation. 13 REVIEW OF OPERATIONS These high potential exploration targets include: Porphyry Copper-Gold • Sihayo 2 • Singalancar • Ruro Balancing • Namilas Gold Epithermal Quartz Vein • Nalan Julu • Nalan Jae • Air Rotap • Taratung Gold Greisen • Tambang Tinggi Gold Jasperoid • Sihayo 3 & 4 Figure 3: Regional Exploration Targets PROJECT EVALUATION Throughout the year Oropa has looked at opportunities to acquire a quality coal project in Indonesia and several have been evaluated. However, the recent surge in coal prices has led to a chaotic scramble for coal projects throughout Indonesia and sourcing quality projects has become increasingly difficult in this highly competitive market. Oropa has maintained a very high standard with its legal and technical due diligence processes to ensure that every project is thoroughly scrutinised, prior to the commencement of any commercial negotiations. Under favourable circumstances, Oropa would consider expanding its interests in Indonesia by acquiring an advanced coal project that could rapidly be developed to production, principally to fund the ongoing development of Pungkut from positive cash flows. 14 REVIEW OF OPERATIONS MALAWI After a considerable amount of research including geological and technical appraisals by two international uranium geologists, Oropa’s wholly owned subsidiary, Oropa Exploration Pty Ltd (“OEPL”) applied for and was granted two Exclusive Prospecting Licences (“EPLs”) for uranium exploration in June 2007 over the Mzimba Northwest and Chitunde Project areas covering a total of 2,365km2. Another EPL application for the Chizani project area immediately to the north of Globe Metals & Mining’s (“Globe’s”) niobium-uranium-tantalum-zircon multi-commodity Kanyika deposit in central Malawi was subsequently granted in mid-December 2007. In addition to these three 100% owned EPLs, OEPL has entered into two separate Memorandum of Understandings (“MOUs”) with two local EPL holders to joint venture 90% interests in exploration and mining for uranium and other minerals (excluding coal) in these two contiguous EPLs to the north of Paladin Energy Ltd’s (“Paladin’s”) Kayelekera uranium deposit (“Kayelekera”). The EPLs, (Ngana and Ngana East), are presently granted for coal exploration and development. Ngana and Ngana East are located in the far north of the country, with their northern boundaries coincident with the Tanzanian border. The two prospects are in a strategic location, containing basins of Karroo sediments, with the nearest mapped Karroo occurrence being located some 20km to the north of Kayelekera. OEPL has leased a transit base and office premises in Lilongwe. These premises are now operational and will be used as the main base for OEPL’s future operations in Malawi, with field bases to be established in areas proximal to the EPLs. Figure 4: Malawi EPLs Location Map 15 REVIEW OF OPERATIONS Mzimba Northwest Project Mzimba Northwest comprises EPL0211/2007, covering an area of 2,169km2 and is situated in the north-central portion of Malawi. Immediately after acquiring the EPL, Oropa commissioned two independent interpretive studies to identify and prioritise targets for its initial sampling programs. The first study, conducted by Southern Geoscience Consultants, considered data available from a country-wide airborne radiometric uranium and magnetic geophysical survey flown in 1984/85 by Hunting Geology and Geophysics Ltd based at the time in the United Kingdom. The second study, completed by Mackay and Schnellmann Pty Ltd, interpreted Landsat satellite imagery with the aid of Malawian Geological Survey geological maps and bulletins, combined with the Hunting airborne geophysical survey, to produce a geological interpretation of the project area. Last November, OEPL commenced a ground geochemical survey of selected targets identified in the interpretive studies. Owing to the lack of any previous systematic exploration of the project area, regional geochemical sampling programs, together with ground radio-metric surveying were the selected methods for the initial programs. Stream sediment sampling of fine fractions at creek junctions, with panned concentrate samples at major sites were collected and assayed for uranium plus 28 other elements to evaluate the potential for a broad suite of minerals. Sampling focused in the Emoneni district in the north-eastern sector of the EPL (Figure 5) where a north-south striking ridge coincident with airborne uranium radiometric anomalies has been interpreted to be associated by Mafingi quartzites. These quartzites, formed from the erosion of the basement sediments during the Proterozoic era, filled valleys, basins and other topographic low areas. Subsequently, the entire Proterozoic sequence has experienced deformation and high grade metamorphism. The contact between the quartzites and gneiss is unconformable, and has been associated with uranium mineralisation. Sixty eight stream sediment samples, 14 panned concentrate samples, and 26 rock chip samples were collected in the Emoneni area to complete the initial exploration program for this target. Figure 5: Emoneni Target Area 16 REVIEW OF OPERATIONS Multi-element results from this pilot geochemical survey outlined an area measuring some 18kms long by up to 6kms wide for follow up intensive investigation based upon uranium results above 100 ppm U308 up to a maximum of 634 ppm U308. Emoneni was chosen to test the viability of stream sediment geochemistry as a preliminary assessment of eighteen other uranium exploration targets within the Mzimba Northwest EPL selected from the earlier remote sensing study. Result outcomes for uranium exploration are summarised as follows: Stream sediment results above 100 ppm U308 up to a maximum of 634 ppm U308 were returned from some drainages rising from a northerly trending hill range and adjacent foothills within an area measuring some 18kms long by 6kms wide. Preliminary analysis of the multi-element results shows strong correlation between geochemically elevated uranium values above 100 ppm U308 with thorium (up to 0.58% Th), lanthanum (up to 1.05% La) and lead (up to 235 ppm Pb) concentrations. High Th/U and L/U ratios are characteristic of these data. Additionally, samples returning values above 100 ppm U308 are often associated with geochemically elevated concentrations of vanadium (up to 350 ppm V) and zirconium (up to 0.23 % Zr). Pan concentrate sample results provided confirmatory data. Rock chip sampling gave U308 values up to 42 ppm. The results of the pilot program effectively demonstrated the application of stream sediment geochemical sampling in target areas defined from remote sensing studies, as the method has the capacity to effectively discriminate drainage catchments of interest for further more intensive exploration for uranium. On the 21st of July 2008 the second phase of the reconnaissance program was initiated at the Emoneni area. This involved follow up on the initial geochemical sampling, geological investigations and ground radiometric surveys. The new program covered parts of the Emoneni hills area where previous exploration had yielded geochemically anomalous U308 values at or above 100 ppm from the initial stream sediment survey. The follow up initiative included the collection of stream sediment samples upstream of the known anomalies in order to define their provenance and a pitting program designed to investigate regolith in anomalous areas. Ancillary survey work included ground radiometric surveying using a hand held gamma ray spectrometer. The pitting program was carried out on the western flank of the Emoneni hills in the Emoneni-Jandalala area. A six kilometre baseline was established along with two survey line set on either side of the baseline. This configuration was used for reconnaissance radiometric surveying at 500 metre intervals along the survey lines and its were sunk up to 3 metres deep along the baseline at 1000 metre intervals to investigate the soil profile and collect soil and rock chip samples at one metre depth intervals from each pit. The regolith profile proved to be deep as none of the pits were successful in reaching bedrock. The encouraging results from the radiometric surveying are currently being compiled. A random radiometric survey carried out at the top of the Emoneni hills identified two uraniferous rock types which are potentially the provenance of the radioactive sediments. The feldspathic-quartz-biotite gneiss is a very coarse grained leucocratic rock. K-Feldspar constitutes 60% of the rock with grain sizes of up to 30mm. White quartz is the second dominant mineral and is uniform throughout the package. The biotite is medium to coarse grained. The quartz-biotite gneiss is characterised by distinct bands of coarse grained clear quartz up to 10mm in diameter, separated by thin bands of biotite. It also contains minor muscovite and plagioclase feldspar. The total radiometric readings in the vicinity of these rock types averaged 2,000cpm. Chip samples were collected from these outcropping rocks. A unique type of vegetation was also observed on the western side of the Emoneni hills towards the Kawiruwiru River. This pocket of vegetation is characterised by very small leaves peculiar to areas underlain by Karroo sandstones as observed in the Karroo sandstones of the Ngana area in the north of Malawi. Pits were dug in the area where this vegetation exists, but the bedrock could not be reached due to hardness of the ground and the thickness of the overburden. However, the soils recovered from these pits were rich in quartz grits and pebbles suggesting quartz rich bedrock. 17 REVIEW OF OPERATIONS A total of 76 samples, including 4 soil samples, 15 rock chip samples and 57 stream sediment samples were collected during this program will be dispatched for multi-element analysis in early September. The results of these analyses will be interpreted in Perth before another field program is finalised. However, a broader ground radiometric survey, gridding and soil sampling on the western side of the Emoneni hill is planned during the December quarter to determine the western extent of the anomaly and the trend of the potential mineralisation, along with a ground radiometric survey and geological validation of geochemically anomalous eastern and southern portions of the Emoneni hills area. Chitunde Project The Chitunde project (Figure 6 - EPL0212/2007) covering an area of 196km2 is situated some 86km west-northwest of Lilongwe and is accessible in most parts by sealed roads. The target area is a coincident airborne radiometric anomaly over an outcropping hill of quartz-syenite. The EPL was applied for to investigate the potential of this syenite complex. Reconnaissance rock chip sampling over parts of the syenite intrusive complex gave U3O8 values up to 107 ppm. The highest values of 97 and 107 ppm U3O8 respectively were returned from a locality described as biotite quartz syenite with quartz pegmatite associations in an area which had given anomalous readings using a hand held gamma-ray spectrometer. Other geochemically elevated results associated with the highest U3O8 values included anomalous niobium values up to 332 ppm and tantalum values up to 15 ppm. Stream sediment geochemistry over northern portions of Chitunde Hill gave anomalous results in uranium up to 160 ppm U308, niobium to 745 ppm, zirconium to 0.8% and tantalum to 38 ppm. These results highlight the need to extend and intensify future exploration coverage of the Chitunde intrusive complex. A limited number of 10 stream sediment samples were collected from the lower portions of narrow streams rising on Chitunde Hill. Three samples returned values above 100 ppm U3O8 from streams draining the northern sector of the hill in an area where few other geochemical data are currently available. The accompanying multi-element results associated with these samples are characterised by relatively high thorium (up to 933 ppm Th), lanthanum (up to 821 ppm La), niobium (up to 745 ppm Nb), zirconium (up to 0.8% Zr) and tantalum (up to 38 ppm Ta) values. These anomalous values are regarded as encouraging and highlight the need to extend exploration over the northern sector of Chitunde Hill. To date, exploration at Chitunde has been of a preliminary nature. Initial geochemical results and related reconnaissance surveys have demonstrate however that quartz pegmatite phases within the syenite intrusive complex forming Chitunde Hill are possibly associated with potassic alteration in an area of geochemically elevated uranium, niobium and tantalum values. Over the northern sector of the hill where survey data are limited, anomalous stream sediment geochemistry in uranium, niobium, zirconium and tantalum suggest new areas of future exploration interest. Further exploration will commence later in the year to identify the extent and geochemical expression of these areas of interest more precisely. This work will require systematic ground geophysical traversing and geological mapping in conjunction with soil and rock geochemistry and ancillary petrographic studies to determine mineralogy. 18 REVIEW OF OPERATIONS Figure 6: Chitunde Exclusive Prospective License Chizani Project The 1,283km2 Chizani Project area (EPL0223/2007) is situated in central Malawi adjacent to Globe’s niobiumuranium- tantalum-zircon multi-commodity Kanyika deposit hosted by alkalic granitoid and pegmatitic zones, and also lies adjacent to tenements held by CC Mining SA. The EPL is considered to offer uranium exploration potential for hydrothermal uranium targets and is currently being assessed as part of a remote sensing study designed to provide for the selection and ranking of target areas for future ground exploration for uranium and other minerals during the December quarter. The proximity of the Chizani Project area to Kanyika provides Oropa with a nearby niobium-uranium-tantalum and zircon deposit model to apply to exploration search parameters within the Chizani area. Recently, Globe announced an Inferred Mineral Resource of 56.4 Mt of 2,600 ppm Nb205, 70 ppm U308, 120 ppm Ta205 and 4,800 ppm ZrSiO4 at the Kanyika deposit. After Globe successfully completing a Scoping Study, the company has is presently conducting a Pre-Feasibility Study on the deposit. The currently defined resource is contained within a deposit measuring 2.1 km in length and 300 metres in width and extends down to an average depth below surface of 120 metres. 19 REVIEW OF OPERATIONS Ngana and Ngana East Projects (90%) In November 2007, the Company announced that it had entered into arrangements to secure 90% interests in two contiguous uranium exploration projects located 20km north of Paladin’s Kayelekera. The project areas, which are considered to be highly prospective for roll-front style uranium mineralisation based on an analogous geological setting to the nearby Kayelekera, represent a strategic addition to Oropa’s Malawian uranium exploration portfolio. OEPL executed MOUs with the owners of the two granted EPLs for uranium and other minerals except coal covering Karroo sediments within the project areas. The MOUs cover the Ngana (EPL0133) and Ngana East (EPL0183) project areas, which collectively cover an area of some 285km2. Under the terms of the MOUs, OEPL is to incorporate two independent Malawian joint venture companies (“JVCs”), with OEPL holding a 90% shareholding in each JVC. The current holders’ 10% interests are free carried with each having the option to buyback up to a 20% contributing interest from OEPL at cost in each JVC up until 1 month after the commencement of a Feasibility Study undertaken by either of the JVCs. Immediately after incorporation, the JVCs will apply to the Malawian Government for the exploration rights to uranium and/or other minerals (excluding coal) within the respective EPLs. Uranium exploration in Malawi currently reflects the high level of interest in the development of Kayelekera, which is scheduled to be commissioned in December 2008 with planned annual production of 3.3 Mlbs of U3O8 over a mine life of 7 years, based on Proven and Probable Ore Reserves of 10.46 Mt at 0.108% U3O8. Upon the granting of the other mineral rights to each JVC, OEPL will have acquired the exploration rights to significant portfolio of strategic landholdings in Malawi, which host some of the most actively explored sedimentary uranium provinces in southern Africa and which will position OEPL as a leading Uranium explorer in the country. Roll-front style uranium mineralisation in northern Malawi is associated with basin structures containing Karroo sediments. The Kayelekera roll-front uranium deposit is hosted by Karroo sandstone and mudstone sediments typical of the mineralisation in the region. The more favourable setting for uranium mineralisation is carbonaceous units which occur in the upper part of repetitious sequences of arkose (sandstone) beds. Figure 8: Chizani Project Area Malawi Radiometric Contours Uranium Figure 7: Chizani Project Area Malawi Geology 20 REVIEW OF OPERATIONS At Ngana and Ngana East, the faulted Karroo sedimentary succession includes basal beds and coal measures, succeeded by North Rukuru sandstone and mudstone sediments covering a similar lithological setting to the nearby Kayelekera district. Previous and current mineral exploration over the Ngana and Ngana East Project areas has been focused on coal. Limited regional exploration activities were undertaken by the Geological Survey of Malawi; the results of which are being investigated by OEPL. A starting point for target definition for uranium exploration in Malawi has been a country-wide radiometric survey conducted in 1984/85 by Hunting Geology and Geophysics Limited, which was based at the time in the United Kingdom. Despite the proximity of the Ngana and Ngana East EPLs to Kayelekera, these project areas were not covered by this survey and therefore offer a significant untested Karroo sedimentary environment for roll-front style uranium mineralisation in northern Malawi. Brief site inspections of both locations were undertaken by OEPL as part of the MOU agreements. Formal Shareholders Agreements have recently been prepared and were forwarded to the respective vendors for their reviews and execution, after which new Malawian joint venture companies will be incorporated prior to any field activities, which barring any further delays are scheduled to commence in the March 2009 quarter. Figure 9: Ngana and Ngana East Location Map 21 REVIEW OF OPERATIONS INDIA Block D-7 Diamond Project, Chhattisgarh; (9%, plus 9% buy back) India continues to remain in the background, owing to a lack of any significant progress with having the Block D-7 project reinstated. The most important development throughout the year was that the Chhattisgarh high court judge decided that the case was not for the judiciary and assigned the matter to a recently formed Mining Tribunal located in Delhi. This tribunal has been established to deal with matters relating to the proposed new Indian Mining Act, and according to the Chattisgarh high court judge, is competently qualified to deal with the Block D-7 issue. Furthermore, it moves the responsibility away from the Chattisgarh state and consequently a tribunal decision may be seen as being impartial. Oropa continues to hold its 10% equity in BVTS with the right to buy back the additional 10% equity in BVTs at a future date. Throughout 2007/08 Oropa regularly liaised with its Indian joint venture partners and several visits were made to India by the Company’s directors to obtain updates on the Block D-7 issue and the two Krishna River Reconnaissance Permit (“RP”) applications in Andhra Pradesh (“AP”). Raipur West Diamond Project, Chhattisgarh; (10%, plus 10% buy back) This 2,400km2 rectangular block is situated immediately to the west of Block D-7. The block was applied for by B.Vijaykumar Exploration Pvt Ltd (“BVTS”) in 2000 to cover a strategic north-west trending structure that hosts the Raipur Kimberlite Field in the southern portion of Block D-7, and which appears to extend into Raipur West. The RP application was approved by the Government of Madhya Pradesh and later ratified by the central government in mid-2002, but the Chhattisgarh state government refuses to issue the RP to BVTS until the Block D-7 matter is resolved. Krishna River Valley – Andhra Pradesh; (10%, plus 10% buy back) In mid-2000 and while field operations were ongoing in Block D-7, Oropa’s geologists conducted a large reconnaissance program in other states of India to source and apply for additional quality diamond properties. BVTS subsequently applied for a large first-in-time RP application covering slightly in excess of 4,500km2 over the lower meanders of the Krishna River (“Valley area”). No action was taken by the AP government from the time of lodgement up until late 2003, with officials claiming that they preferred to wait on the Chhattisgarh high court’s decision on Block D-7 before making any recommendations to the central government on the BVTS Valley area application. Meetings with senior Mines Department personnel and the Minister for Mines later revealed that other Indian companies had also lodged RP applications for areas within and overlapping the BVTS application. Subsequently, BVTS initiated proceedings in the AP high court to prevent the state from granting these overlapping applications to other parties by serving a Stay Order on the AP state. Krihna River Delta – Andhra Pradesh; (10%, plus 10% buy back) BVTS applied for this area on the basis that the alluvial diamond potential in the river terraces and gravels in the Valley area may extend downstream into the delta areas exiting into the Bay of Bengal. BVTS submitted its RP application covering a wedge shaped area that enveloped the eastern portion of the Valley area and flared out to cover the delta. This first-in-time application comprising an area of 4,500km2 was lodged with the AP government on 15 June 2001. In mid-2005, the AP government informed BVTS that no other parties had applied for the Delta area and that it was recommending the BVTS application to the central government in Delhi. BVTS was later informed that this application, although approved by the central government, was being withheld by the state government, presumably because of BVTS’ Stay Order covering the Valley area RP. BVTS applied for and was granted a Show Cause Notice in the AP high court which was served on the state in November 2005. Since that time both the Valley area and Delta area cases continue to be held up in the AP high court awaiting hearing dates. 22 REVIEW OF OPERATIONS Oropa’s directors are cautiously optimistic that the Block D-7 matter will be dealt with by the Mining Tribunal in Delhi, which if reinstated, should pave the way for progress to be made with the three pending RP applications for Raipur West, Krishna River Valley and Krishna River Delta areas. What is unclear at present is whether these three RP applications will be dealt with under the Mining Act prevailing at the time of those applications, or the new act. Oropa’s Indian lawyers are presently looking into this. 23 REVIEW OF OPERATIONS AUSTRALIAN PROJECTS During the current year, the Company disposed of its residual 44% interest in the Mulgabbie gold project for a $20,000 cash payment. The Company retains a 2% nett smelter royalty on 95% of all gold production in excess of the first 100,000 produced from the total tenement package. More recently, Oropa sold its 5% free carried interest in the Lake Deborah tenenemt comprising a portion of the Golden Valley Joint Venture (“GVJV”) to Southern Cross Goldfields Limited (“SXG”) for 200,000 fully paid shares in SXG, plus 1,000,000 options in SXG convertible to SXG fully paid shares on or before 10 March 2012 at an exercise price of 20 cents each, and vesting upon SXG discovering a minimum of 250,000 ounces of gold, or 5,000 tonnes of nickel in situ within the Golden Valley Tenenents comprising the GVJV. Mt Keith Gold Project; (2% nett smelter royalty) Oropa holds a 2% nett smelter royalty on all minerals produced from the Mt Keith gold project (M53/490 and M53/491) arising from its relinquishment of its majority contributing interest in the tenements. Under the terms of the agreement the tenements are to be maintained in good standing. No mining was undertaken over the project area during the year. 24 REVIEW OF OPERATIONS NON-MINERAL INTERESTS CEPO Systems Pty Ltd; (9.9%) Oropa currently holds a 9.9% non-contributing share in CEPO Systems Pty Ltd (“CEPO”), a company that provides order management and supply chain solutions for the small to medium enterprise (SME) market. CEPO offers its clients cost-effective, efficient electronic platforms which have evolved from CEPO’s many years of experience with Internet hosted electronic data transmission. Their unique solutions offer a vertically integrated single electronic platform for any given industry that is affordable and attractive to the SME market. CEPO’s platform is generic to any industry with current users being retailers, company sales representatives, suppliers, wholesalers and distributors across a wide range of industries. While focusing on expanding this market, CEPO continues to develop its wireless technology products and has expanded its client base with more signings of buying groups during the past 12 months. 25 DIRECTOR’S REPORT Your directors present their report on the consolidated entity consisting of Oropa Limited (“Oropa, or the Company”) and the entities it controlled at the end of, or during the year ended 30 June 2008 (“the reporting period”). DIRECTORS The following persons were directors of Oropa during the whole of the financial year and up to the date of this report: Brian J Hurley Philip C Christie Roderick G Murchison Bruce N V Tomich PRINCIPAL ACTIVITIES The principal activities of the consolidated entity during the course of the financial year were mineral exploration. There were no significant changes in the nature of those activities during the financial year. DIVIDENDS No dividends have been paid or declared since the end of the previous financial year and no dividend is recommended in respect of this financial year. NATIVE TITLE Claims of native title over certain of the company's tenements have been made, and may in the future be made under the Commonwealth Native Title Act. In the event that native title is established by an indigenous community over an area that is subject to the company's mining tenements, the nature of the native title may be such that consent to mining may be required from that community but is withheld. No determination of native title has yet been made by the Federal Court or any other body with appropriate jurisdiction in respect of any of the land the subject of the company's tenements. It is also possible that some of the existing claims may be removed from the National Native Title Tribunal Register for failure to satisfy the new registration test which became operative upon proclamation of the Native Title Amendment Act 1998. The consequence of removal of a claim from the Register is that those claimants lose the right to negotiate under the Native Title Act in respect of the future grant of mining tenements over their claim area. Due to uncertainties in the application of the Native Title Act, the effect, if any, of these claims and procedures on Oropa Limited is not clear. REVIEW OF OPERATIONS The review of operations is detailed at page 5 of the financial report. OPERATING RESULTS During the financial year the consolidated entity incurred a consolidated operating loss after tax of $3,881,094 (2007 - $4,114,065). SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The following significant changes in the state of affairs of the parent entity occurred during the financial year: • On 17 October 2007, Oropa Limited issued 10,300,555 ordinary shares to raise funds for exploration work on the Pungkut gold project in Indonesia. • On 18 December 2007, Oropa Limited issued 10,000,000 ordinary shares to raise funds for exploration work on the Pungkut gold project in Indonesia. 26 DIRECTOR’S REPORT SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS (Continued) • On 14 March 2008, Oropa Limited issued 13,347,483 ordinary shares to raise funds for exploration work on the Pungkut gold project in Indonesia. • On 15 May 2008 Oropa Limited issued 8,500,000 director incentive options expiring on 31 May 2013 with an exercise price of 15 cents as a measure of remuneration for the directors and to help raise funds for exploration work on the Pungkut gold project in Indonesia. • On 6 June 2008, Oropa Limited issued 5,454,545 shares to raise funds for exploration work on the Pungkut gold project in Indonesia. EMPLOYEES The consolidated entity employed 44 employees as at 30 June 2008 (2007: 57 employees) CORPORATE STRUCTURE The corporate group consists of the parent entity Oropa Limited, its 100% owned subsidiaries Inland Goldmines Pty Ltd, Excelsior Resources Pty Ltd, Oropa Technologies Pty Ltd, Oropa Indian Resources Pty Ltd, Oropa Exploration Pty Ltd and Aberfoyle Pungkut Investments Pte Ltd. Aberfoyle Pungkut Investments Pte Ltd holds a 75% interest in PT Sorikmas Mining, with an Indonesian Government mining company PT Aneka Tambang holding the remaining 25%. LIKELY FUTURE DEVELOPMENTS Details of important developments occurring in this current financial year have been covered in the review of operations. Further information on likely developments in the operations of the consolidated entity and the expected results have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity. FINANCIAL POSITION The net assets of the consolidated entity as at 30 June 2008 are $218,724 (2007: $1,154,913). ENVIRONMENTAL REGULATION The consolidated entity has assessed whether there are any particular or significant environmental regulations which apply. It has determined that the risk of non-compliance is low, and has not identified any compliance breaches during the year. INFORMATION ON DIRECTORS Details of the directors of the Company in office at the date of this report are: Brian J HURLEY AWASM, MAusIMM (Chairman – appointed a director on 27 November 1992) Experience & expertise Mr Brian Hurley is a mining engineering graduate from the Western Australian School of Mines. Between 1965 and 1990 he was employed by Western Mining Corporation Ltd in many roles including General Manager- Nickel Division and Senior General Manager-WA. He has been a chairman or director of a number of junior mining and exploration companies including Defiance Mining NL and Gascoyne Gold Mines NL, a successful Australian gold producer. Mr Hurley is currently chairman of Jaguar Minerals Ltd, and is a director of Mundo Minerals Ltd and Herald Resources Ltd. 27 DIRECTOR’S REPORT INFORMATION ON DIRECTORS (Continued) Other current directorships Currently chairman of Jaguar Minerals Limited Currently a director of Mundo Minerals Limited and Herald Resources Limited Former directorships in last 3 years Previously a director of White Gold Mining Limited until 2004 Special responsibilities Chairman Interests in shares and options 741,092 ordinary shares in Oropa Limited. 2,200,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of 31 May 2013. Philip C CHRISTIE (Chief Executive Officer – appointed a director on 30 November 1992) Experience and expertise Mr Philip Christie was formerly involved in the oil and gas industry in Australia, Asia and the Middle East. He has in excess of 20 years experience in providing geological, reservoir engineering and production well services to that industry, initally through multinational organisations and later as managing director of a private consulting group. Since returning to Australia in early 1990 he has provided management consultancy services to the exploration and mining industry in Australia and South East Asia. Other current directorships No other current directorships Former directorships in last 3 years No former directorships Special responsibilities Managing Director Interests in shares and options 574,852 ordinary shares in Oropa Limited. 25,202 options to subscribe for fully paid ordinary shares at 20 cents at any time on or before the expiry date of 31 January 2010. 2,700,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of 31 May 2013. Roderick G MURCHISON (Non Executive Director – appointed a director on 1 September 1999) Experience and expertise Mr Roderick Murchison held senior management positions in Singapore before establishing his own business based in Singapore and Malaysia, servicing large multinational distributors in UK, Europe, USA and Australia. Mr Murchison has been a substantial Oropa shareholder since 1993 and he has represented the interests of other substantial Singaporean and Malaysian shareholders from time to time. Recently Mr Murchison has become actively involved with e-commerce trading activities. His many years of international management experience will be beneficial to the Oropa board in negotiation of the company’s international projects. 28 DIRECTOR’S REPORT INFORMATION ON DIRECTORS (Continued) Other current directorships No other current directorships Former directorships in last 3 years No former directorships Special responsibilities Nomination committee member Audit committee member Remuneration committee member Interests in shares and options 849,852 ordinary shares in Oropa Limited. 101,408 options to subscribe for fully paid ordinary shares at 20 cents at any time on or before the expiry date of 31 January 2010. 1,300,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of 31 May 2013. Bruce N V TOMICH BSc(Hons) (Non Executive Director – appointed a director on 3 June 2003) Experience and expertise Mr Bruce Tomich is a geologist with 34 years post-graduate experience in the mining industry. Mr Tomich worked in the Australian mining industry as a geologist before commencing as a mining analyst with a stockbroking firm in 1987. Subsequent roles involved executive management positions in investment banking, corporate and project finance and business development, before establishing his consultancy practice in 1987. Mr Tomich was instrumental in introducing the Pungkut gold project in Indonesia to the company in 2002. He continues to provide consulting services to Oropa as required, particularly in the area of project evaluation and technical analysis of projects. Other current directorships Non-executive director of Burdekin Resources Ltd Former directorships in last 3 years No former directorships Special responsibilities Nomination committee member Audit committee member Remuneration committee member Interests in shares and options 500,000 ordinary shares in Oropa Limited. 1,300,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of 31 May 2013. 29 DIRECTOR’S REPORT INFORMATION ON DIRECTORS (Continued) Misha A Collins CFA (Non Executive Director – appointed a directior on 8 July 2008) Experience and expertise Mr Misha Collins, a newly appointed Non Executive Director to the Oropa Limited board brings extensive financial and capital markets experience to the board as well as having a complimentary technical background in metallurgy. Mr Collins obtained his Bachelor of Engineering in Metallurgy, graduating with First Class Honors from the RMIT University which saw him fulfill roles as a metallurgy cadet and graduate with BHP for a 3 year period. Subsequently, Mr Collins obtained a Graduate Certificate in Banking and Finance from Monash University and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australia. He also completed the CFA program with the US based CFA Institute and has been awarded the Chartered Financial Analyst designation (CFA). The last 10 years have seen Mr Collins fulfill varying roles with BT Funds Management as an equity analyst covering both domestic and international market sectors together with market strategy and commodity forecasting. Currently Mr Collins is operating his own investment and trading business. Other current directorships Insight Capital Management Pty Ltd Former directorships in last 3 years No former directorships Special responsibilities Nomination committee member Audit committee member Remuneration committee member Interests in shares and options 15,665,000 ordinary shares in Oropa Limited. 1,000,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of 31 May 2013. Company secretary The company secretary is Mr Dean W Calder B.Bus CA. Mr Calder was appointed to the position of company secretary in 1999. He has had many years of experience in attending to the taxation, accounting and company secretarial requirements of mineral exploration companies, and is currently a Principal of the firm Calder Roth & Co, Chartered Accountants. MEETINGS OF DIRECTORS The following table sets out the number of meetings of the company's directors held during the year ended 30 June 2008, and the number of meetings attended by each director. Number eligible to attend Number Attended B J Hurley 11 11 P C J Christie 11 11 R G Murchison 11 11 B Tomich 11 11 30 DIRECTOR’S REPORT REMUNERATION REPORT (AUDITED) Oropa Limited has established a remuneration committee comprising of Mr BNV Tomich, Mr RG Murchison and Mr MA Collins. The responsibilities and functions of the Remuneration Committee are as follows: • review the competitiveness of the Company’s executive compensation programs to ensure: (a) the attraction and retention of corporate officers; (b) the motivation of corporate officers to achieve the Company’s business objectives; and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s shareholders; • review trends in management compensation, oversee the development of new compensation plans and, when necessary, approve the revision of existing plans; • review the performance of executive management; • review and approve Chairperson and chief executive officer goals and objectives, evaluate Chairperson and chief executive officer performance in light of these corporate objectives, and set Chairperson and chief executive officer compensation levels consistent with company philosophy; • approve the salaries, bonus and other compensation for all senior executives, the committee will recommend appropriate salary, bonus and other compensation to the Board for approval; • review and approve compensation packages for new corporate officers and termination packages for corporate officers as requested by management; • review and approve the awards made under any executive officer bonus plan, and provide an appropriate report to the Board; • review and make recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans. Except as otherwise delegated by the Board, the committee will act on behalf of the Board as the “Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the committee under those plans, including making and authorising grants, in accordance with the terms of those plans; and • review periodic reports from management on matters relating to the Company’s personnel appointments and practices. Principles used to determine the nature and amount of remuneration • Non-executive directors receive fees in cash. The fees are fixed and approved by shareholders. • Mr Christie is paid an hourly rate for hours worked on behalf of the Company. • Where non-executive directors provide services in their area of expertise they receive payment at normal commercial rates. • There are no executives (other than directors) with authority for strategic decision and management. • The remuneration of the directors is not linked directly to the performance of the company. 31 DIRECTOR’S REPORT REMUNERATION REPORT (AUDITED) Details of remuneration Details of the remuneration of key management personnel and related parties of Oropa Limited, including their personally related entities are set out below for the year ended 30 June 2008. 2008 Short-term Post Employment Long Term Equity Perfor mance related Name Cash Salary & Fees Non Monetary Benefits Superannuation Retirement Benefits Incentive Plans Long service leave Share based Total % PCJ Christie(a) 216,600 3,475 - - - - 67,503 287,578 - BJ Hurley(b) 46,090 3,475 450 - - - 56,252 106,267 - RG Murchison(c) 43,983 3,474 - - - - 33,751 81,208 - BNV Tomich(d) 30,360 3,474 - - - 33,751 67,585 - Dean Pluckhahn(e) 125,004 - 11,250 - - - - 136,254 - Total 462,037 13,898 11,700 - 191,257 678,892 - 2007 Short-term Post Employment Long term Equity Perfor mance related Name Cash Salary & Fees Non Monetary Benefits Superannuation Retirement benefits Incentive plans Long service leave Share based Total Directors PCJ Christie 212,422 3,594 - - - - - 216,016 - BJ Hurley 40,500 3,594 450 - - - - 44,544 - RG Murchison 45,878 3,594 - - - - - 49,472 - BNV Tomich 27,620 3,593 - - - - - 31,213 - Dean Pluckhahn 115,000 - 10,350 - - - 12,200 137,550 - Total 441,420 14,375 10,800 - - - 12,200 478,795 - There are no other key management personnel. (a) $3,500 in directors fees paid to PCJ Christie and $213,100 in consulting fees paid to Yellowmoon Gold Mines Pty Ltd, a personally related entity of PCJ Christie. (b) $5,000 in directors fees paid to BJ Hurley and $41,090 in consulting fees paid to Bencove Pty Ltd, a personally related entity of BJ Hurley. (c) $3,500 in directors fees paid to RG Murchison and $40,483 paid to Murchison Exports Ltd, a personally related entity of RG Murchison. (d) $3,500 in directors fees and $26,860 in consulting fees paid to BNV Tomich. (e) $125,004 in salary and wages paid to D Pluckhahn. 32 DIRECTOR’S REPORT REMUNERATION REPORT (AUDITED) Compensation Options: Granted and vested during the year (Consolidated) Terms and Conditions for each Grant Vested 30 June 2008 Granted No Grant Date Fair value per option at grant date ($) Exerc ise price per optio n ($) Expiry date First Exercise date Last exercise date No % P Christie 3,000,000 12/05/2008 0.02250 0.15 31/05/13 15/05/08 31/05/13 3,000,000 100 B Hurley 2,500,000 12/05/2008 0.02250 0.15 31/05/13 15/05/08 31/05/13 2,500,000 100 R Murchison 1,500,000 12/05/2008 0.02250 0.15 31/05/13 15/05/08 31/05/13 1,500,000 100 B Tomich 1,500,000 12/05/2008 0.02250 0.15 31/05/13 15/05/08 31/05/13 1,500,000 100 On 8 July 2008, the directors transferred between them 1,000,000 of their unlisted options to newly appointed non executive director Misha Collins. Terms and Conditions for each Grant Vested 30 June 2007 Granted No Grant Date Fair value per option at grant date ($) Exerc ise price per optio n ($) Expiry date First Exercise date Last exercise date No % P Christie - - - - - - - - - B Hurley - - - - - - - - - R Murchison - - - - - - - - - B Tomich - - - - - - - - - D Pluckhahn 500,000 31/01/07 0.0244 0.13 31/12/09 31/01/07 31/12/09 500,000 100 Options Granted as part of remuneration 2008 Value of options granted during the year Value of options exercised during the year Value of options lapsed during the year Remuneration consisting of options for the year % P Christie 67,503 - - 23.47% B Hurley 56,252 - - 52.93% R Murchison 33,751 - - 41.56% B Tomich 33,751 - - 49.93% 2007 Value of options granted during the year Value of options exercised during the year Value of options lapsed during the year Remuneration consisting of options for the year % D Pluckhahn 12,200 - - 9.59% 33 DIRECTOR’S REPORT REMUNERATION REPORT (AUDITED) Options Granted as part of remuneration (continued) For details on the valuation of the options, including models and assumptions used, please refer to note 12. There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were no forfeitures during the period. Shares issued on exercise of compensation options (Consolidated) 30 June 2008 Shares Issued No Paid per share Unpaid per share P Christie - - - B Hurley - - - R Murchison - - - B Tomich - - - 30 June 2007 Shares Issued No Paid per share Unpaid per share D Pluckhahn - - - Consultancy Contract Director Philip Christie trading as Yellowmoon Gold Mines Pty Ltd has renegotiated his consultancy agreement with Oropa Limited. This agreement came into effect on 10 January 2008 and runs for a period of three years. Consultancy fees of $17,500 are payable per month. Should the contract be terminated prior to the expiry date of the consultancy agreement a termination fee will be payable up to a maximum of $425,000. The directors of Oropa Limited have passed a director’s resolution to effect this. Officer Emoluments Fees of $72,270 were paid to Calder Roth & Co, an accounting firm of which DW Calder is a principal, for accounting, company secretarial, taxation and other services during the year. Directors and Officer Insurance During the year $13,898 was paid for Directors and officeholders insurance which covers all directors and officeholders. SHARES UNDER OPTION Unissued ordinary shares of Oropa Limited under option at the date of this report are as follows: • 12,791,440 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the expiry date of 31 January 2010. • 8,510,285 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the expiry date of 31 January 2011. These options are quoted on the Australian Securities Exchange Limited. • 500,000 unlisted options exercisable at 12 cents at any time on or before the expiry date of 20 October 2008. • 2,700,000 unlisted employee options exercisable at 13 cents at any time on or before the expiry date of 31 December 2009. • 8,500,000 director options exercisable at 15 cents at any time on or before the expiry date of 31 May 2013.
36 CORPORATE GOVERNANCE STATEMENT Oropa Limited (“Oropa, or the Company”) has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below. The following additional information about the Company's corporate governance practices is set out on the Company's website at www.oropa.com.au: • Corporate governance disclosures and explanations; • Statement of Board and Management Functions; • Nomination Committee Charter; • Policy and procedure for selection and appointment of new directors; • Summary of code of conduct for directors and key executives; • Summary of policy on securities trading; • Audit Committee Charter; • Policy and procedure for selection of external auditor and rotation of audit engagement partners; • Summary of policy and procedure for compliance with continuous disclosure requirements; • Summary of arrangements regarding communication with and participation of shareholders; • Summary of Company's risk management policy and internal compliance and control system; • Process for performance evaluation of the Board, Board committees, individual directors and key executives; • Remuneration Committee Charter; and • Corporate Code of Conduct. EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS During the Reporting Period the Company has complied with each of the Ten Essential Corporate Governance Principles1 and the corresponding Best Practice Recommendations2 as published by the ASX Corporate Governance Council ("ASX Principles and Recommendations"), other than in relation to the matters specified below. Principle Ref Recommendation Ref Notification of Departure Explanation for Departure 2 2.1 No director of the Company is independent in accordance with the test in box 2.1 ("Independent Test") of the best practice recommendations as published by ASX Corporate Governance Council. The majority of directors are considered independent by the board for the reasons set out below under the heading "Identification of Independent Directors". (see page 37) 2 2.2 The Chairperson does not satisfy paragraph 2 of the Independence Test. The board considers Mr Hurley to act in an independent manner for the reasons set out under the heading "Identification of Independent Directors". (see page 37) 4 4.3 The audit committee comprises 2 members, which is less than the minimum 3 member composition recommended under best practice recommendation 4.3. The members of the audit committee are both independent from management and have experience relevant to carry out the obligations and duties of an audit committee. It is considered no additional benefit would be gained by adding another member to the audit committee. SKILLS, EXPERIENCE, EXPERTISE AND TERM OF OFFICE OF EACH DIRECTOR A profile of each director containing the applicable information is set out on pages 26- 29 of the Annual Report. 1 A copy of the Ten Essential Corporate Governance Principles are set out on the Company’s website under the Section entitled "Corporate Governance". 2 A copy of the Best Practice Recommendations are set out on the Company’s website under the section entitled "Corporate Governance". 37 CORPORATE GOVERNANCE STATEMENT IDENTIFICATION OF INDEPENDENT DIRECTORS The independent directors of the Company are Brian Hurley, Roderick Murchison and Bruce Tomich, subject to the comments set out below. Mr Hurley provides mining consulting services to the Company. The fees for his consulting services are material to the Company, but are not the sole source of Mr Hurley’s income. The consulting services relate to Mr Hurley’s technical management involvement in the Company’s projects. As a result of Mr Hurley providing material consulting services to the Company he does not fit within paragraph 3 of the Independence Test. Mr Hurley passes all other aspects of the Independence Test. The Board (in absence of Mr Hurley) considers he is capable of and demonstrates he consistently makes decisions and takes actions which are designed to be for the best interest of the Company and therefore consider him to be independent. Messrs Murchison and Tomich both provide consultancy services to the Company. The fees for their services are not material to the Company. Accordingly the Board considers these directors to be independent. STATEMENT CONCERNING AVAILABILITY OF INDEPENDENT PROFESSIONAL ADVICE If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his office as a director then, provided the director first obtains approval for incurring such expense from the chairperson, which will not be unreasonably withheld, the Company will pay the reasonable expenses associated with obtaining such advice. NAMES OF NOMINATION COMMITTEE MEMBERS AND THEIR ATTENDANCE AT COMMITTEE MEETINGS The following table identifies those directors who are members of the Nomination Committee and shows their attendance at committee meetings: Name No. of meetings held No. of meetings attended Roderick G Murchison 1 1 Bruce Tomich 1 1 NAMES AND QUALIFICATIONS OF AUDIT COMMITTEE MEMBERS The following directors are members of the Audit Committee, Roderick Murchison (Chairman) and Bruce Tomich. Both are independent non-executive directors, with experience in finance and mining industries as set out in this Annual Report at page 26 - 29. NUMBER OF AUDIT COMMITTEE MEETINGS AND NAMES OF ATTENDEES Name No. of meetings held No. of meetings attended Roderick G Murchison 1 1 Bruce Tomich 1 1 38 CORPORATE GOVERNANCE STATEMENT CONFIRMATION WHETHER PERFORMANCE EVALUATION OF THE BOARD AND ITS MEMBERS HAVE TAKEN PLACE AND HOW CONDUCTED During the Reporting Period an evaluation of the Board and its members was carried out. The evaluation process comprised an information review by the Chairman. COMPANY’S REMUNERATION POLICIES Non-executive directors receive fees in cash. The fees are fixed and approved by shareholders. Mr Christie has a contract for services pursuant to which he is paid an hourly rate for hours worked on behalf of the Company. Where non-executive directors provide services in their area of expertise they receive payment at normal commercial rates. The directors may be issued with options as part of their remuneration package. They are required to be issued with shareholder approval and are in accordance with thresholds set in plans approved by shareholders. The remuneration of the directors is not linked directly to the performance of the company. NAMES OF REMUNERATION COMMITTEE MEMBERS AND THEIR ATTENDANCE AT COMMITTEE MEETINGS. Name No of meetings held No of meetings attended Roderick G Murchison 1 1 Bruce Tomich 1 1 EXISTENCE AND TERMS OF ANY SCHEMES FOR RETIREMENT BENEFITS FOR NON-EXECUTIVE DIRECTORS There are no termination or retirement benefits for non-executive directors. 39 INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2008 Notes Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ Revenue 2 63,406 70,526 63,406 70,526 Corporate secretarial expenses (39,377) (61,588) (38,367) (60,952) Depreciation and amortisation 3(a) (18,217) (5,828) (15,010) (5,816) Employee benefits expense (137,096) (145,450) (137,096) (145,450) Exploration expenditure written off 3(a) (2,178,983) (2,407,217) (127,421) (569,875) External consultancy expenses (126,050) (210,573) (88,073) (177,500) Foreign exchange loss (883,477) (914,317) (724,139) (714,779) Insurance expenses (19,114) (44,832) (19,114) (44,832) Provision for diminution in value of investments 3(a) - - - - Provision for doubtful debts 3(a) - - (1,237,588) (1,216,865) Loss on sale of plant and equipment 3 (a) (4,716) - (4,716) Rental expenses 3(a) (44,644) (38,779) (44,644) (38,779) Share based payments (164,350) (81,891) (191,250) (81,891) Travel and entertainment expenses (34,122) (34,694) (30,272) (32,149) Other expenses (294,354) (239,422) (288,702) (238,340) Loss before income tax (3,881,094) (4,114,065) (2,882,986) (3,256,702) Income tax expense 3(b) - - - - Net loss after income tax (3,881,094) (4,114,065) (2,882,986) (3,256,702) Net loss after income tax attributable to the members of the parent entity (3,881,094) (4,114,065) (2,882,986) (3,256,702) Basic/diluted loss per share 18 (0.02) (0.04) (cents per share) The above Income Statement should be read in conjunction with the accompanying notes. 40 BALANCE SHEET AS AT 30 JUNE 2008 Notes Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ CURRENT ASSETS Cash and cash equivalents 17(a) 456,691 1,451,496 234,733 1,040,620 Trade and other receivables 4 147,625 131,302 39,079 24,199 Other financial assets 5 41,333 1,333 41,333 1,333 TOTAL CURRENT ASSETS 645,649 1,584,131 315,145 1,066,152 NON-CURRENT ASSETS Other 7 108,382 63,725 - - Property, plant and equipment 6 98,133 92,880 55,781 55,435 TOTAL NON-CURRENT ASSETS 206,515 156,605 55,781 55,435 TOTAL ASSETS 852,164 1,740,736 370,926 1,121,587 CURRENT LIABILITIES Trade and other payables 8 193,510 192,124 43,267 99,322 Provisions 9 381,415 331,697 31,776 8,444 Other 17(a) 25,186 24,242 23,864 24,242 TOTAL CURRENT LIABILITIES 600,111 548,063 98,907 132,008 NON-CURRENT LIABILITIES Trade and other payables 8 33,329 37,760 - TOTAL NON-CURRENT LIABILITIES 33,329 37,760 - - TOTAL LIABILITIES 633,440 585,823 98,907 132,008 NET ASSETS 218,724 1,154,913 272,019 989,579 SHAREHOLDERS’ EQUITY Parent entity interest: Contributed equity 10 35,386,145 33,411,976 35,386,145 33,411,976 Reserves 11(a)(b) 2,454,846 1,484,110 823,265 632,019 Accumulated losses 11(c) (37,720,718) (33,839,624) (35,937,391) (33,054,416) Total parent entity interest 120,273 1,056,462 272,019 989,579 Minority interest in controlled entities 16(b) 98,451 98,451 - - TOTAL SHAREHOLDERS' EQUITY 218,724 1,154,913 272,019 989,579 The above Balance Sheet should be read in conjunction with the accompanying notes. 41 CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2008 Notes Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to creditors and suppliers (738,672) (678,303) (693,551) (638,895) Interest received 23,406 70,526 23,406 70,526 NET CASH FLOWS USED IN OPERATING ACTIVITIES 17(b) (715,266) (607,777) (670,145) (568,369) CASH FLOWS FROM INVESTING ACTIVITIES Mining exploration and evaluation expenditure (2,094,134) (2,318,970) (127,421) (569,875) Purchase of property, plant and equipment (47,587) (35,638) (20,386) (26,225) Increase in security deposits paid (55,751) - - - Repayment of loans from controlled entities 3,877 Advances in loans to controlled entities - - (1,961,723) (1,931,644) NET CASH FLOWS USED IN INVESTING ACTIVITIES (2,193,595) (2,354,608) (2,109,530) (2,527,744) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares and options 2,042,427 2,126,275 2,042,424 2,126,275 Share and option issue costs (68,255) (175,570) (68,255) (175,570) NET CASH FLOWS FROM FINANCING ACTIVITIES 1,974,172 1,950,705 1,974,169 1,950,705 Net increase / (decrease) in cash and cash Equivalents held (934,689) (1,011,680) (805,506) (1,145,408) Effects of exchange rate changes on cash (59,738) (63,131) - Cash and cash equivalents at the beginning of the financial year 1,427,254 2,502,065 1,016,377 2,161,785 Cash and cash equivalents at the end of the financial year 17(a) 432,827 1,427,254 210,871 1,016,377 The above Statement of Cash Flows should be read in conjunction with the accompanying notes. 42 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Share Capital Reserves Accumulated Minority Total Losses Interest $ $ $ $ $ Balance at 1.7.06 31,525,228 479,003 (29,725,559) 98,451 2,377,123 Issue of shares 2,062,318 - - - 2,062,318 Share issue costs (175,570) - - - (175,570) Foreign currency reserve - 859,259 - - 859,259 Issue of options - 145,848 - - 145,848 Loss for the year - - (4,114,065) - (4,114,065) Balance at 30.06.07 33,411,976 1,484,110 (33,839,624) 98,451 1,154,913 Balance at 1.7.07 33,411,976 1,484,110 (33,839,624) 98,451 1,154,913 Issue of shares 2,042,423 - - - 2,042,423 Share issue costs (68,255) - - - (68,255) Foreign currency reserve - 779,487 - - 970,737 Issue of options - 191,249 - - Loss for the year - - (3,881,094) - (3,881,094) Balance at 30.06.08 35,386,143 2,454,846 (37,720,718) 98,451 218,724 Parent Share Capital Reserves Accumulated Minority Total Losses Interest $ $ $ $ $ Balance at 1.7.06 31,525,228 486,171 (29,797,714) - 2,213,685 Issue of shares 2,062,318 - - - 2,062,318 Share issue costs (175,570) - - - (175,570) Foreign currency reserve - - - - - Issue of options - 145,848 - - 145,848 Loss for the year - - (3,256,702) - (3,256,702) Balance at 30.06.07 33,411,976 632,019 (33,054,416) - 989,579 Share Capital Reserves Accumulated Minority Total Losses Interest $ $ $ $ $ Balance at 1.7.07 33,411,976 632,019 (33,054,416) - 989,579 Issue of shares 2,042,424 - - - 2,042,424 Share issue costs (68,255) - - - (68,255) Foreign currency reserve - - - - 191,246 Issue of options - 191,249 - - - Loss for the year - - (2,882,975) - (2,882,975) Balance at 30.06.08 35,386,145 823,268 (35,937,391) 272,019 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report covers the economic entity of Oropa Limited and controlled entities, and Oropa Limited as an individual parent entity and was authorised for issue in accordance with a resolution of the directors on 19 September 2008. Oropa Limited is a listed public company, incorporated and domiciled in Australia. The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Basis of Preparation Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) and the Corporations Act 2001. The consolidated financial report of the Company and Group (note 18) also complies with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board. Adoption of New and Revised Accounting Standards In the current year, 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 its operations and effective for the current annual reporting period. The adoption of these new and revised Standards and Interpretations has not resulted in any material changes to the Group’s accounting policies. At the date of authorisation of the financial report, certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2008 reporting periods. The assessment of the impact of new standards and interpretations that may affect the Group is set out below: The following Standards and Interpretations were in issue but not yet effective: (i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards. This is effective for annual reporting periods beginning on or after 1 January 2009. AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a ‘management approach’ to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Group has not yet decided when to adopt AASB 8. Application of ASB 8 may result in different segments, segment results and different types of information being reported in the segment note of the financial report. However, at this stage, it is not expected to affect any of the amounts recognised in the financial statements. (ii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101. A revised standard AASB 101 was issued in September 2007 and is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Group intends to apply the revised standard from 1 July 2009. 44 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Adoption of New and Revised Accounting Standards (continued) (iii) AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 (AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 and AASB 138 and Interpretations 1 & 122). The revised AASB 123 is applicable to annual reporting periods commencing on or after 1 January 2009. It has removed the option to expense all borrowing costs and – when adopted – will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no impact on the financial report of the group as the group does not have any borrowings. Reporting Basis and Conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Accounting Policies Going Concern The consolidated financial statements have been prepared on a going concern basis. However, the ability of the company and the consolidated entity to actively explore and continue as a going concern, and to meet their debts and commitments as they fall due, is dependant upon further capital raisings. The Directors are confident that the company will be successful in raising further capital and, accordingly, have prepared the financial report on a going concern basis. At this time, the directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 30 June 2008. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the company not continue as a going concern. (a) Principles of Consolidation A controlled entity is any entity Oropa Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 18 to the financial statements. All controlled entities have a June financial year end. All inter-company balances and transactions between entities in the economic entity, including any unrealised profit or losses have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Where controlled entities have entered or left the economic entity during the year, their operating results have been included / excluded from the date control was obtained or until the date control ceased. (b) Income Tax The charge for current income tax expenses is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date. 45 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (b) Income Tax (continued) Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. (c) Property, Plant & Equipment Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Property, plant and equipment are measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Depreciation The depreciable amount of all Property, Plant and Equipment (other than Leasehold Improvements and certain plant and equipment which are based on the prime cost method) is based on the diminishing value method over their useful lives to the Company commencing from the time the assets are held ready for use. The depreciation rates used for plant and equipment vary between 2.5% and 40%. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying value is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. (d) Acquisition of Assets The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs incidental to the acquisition. Where shares are issued in an acquisition, the value of the shares is determined having reference to the fair value of the assets or net assets acquired, including goodwill or discount on acquisition where applicable. 46 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (d) Acquisition of Assets (continued) Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the rate at which a similar borrowing could be obtained under comparable terms and conditions. (e) Exploration and Evaluation Expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the areas have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. (f) Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method. Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Impairment At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement. (g) Impairment of Assets At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement. (h) Interest in Joint Ventures The economic entity’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated income statement and consolidated balance sheet. 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (h) Interest in Joint Ventures (continued) The economic entity’s interest in joint venture entities are brought to account using the equity method of accounting in the consolidated financial statements. The parent entity’s interest in joint venture entities are brought to account using the cost method. (i) Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. Transaction and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year end exchange rate. Non-monetary items measured at historical costs continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as qualifying cashflow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement. Group Companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: • Assets and Liabilities are translated at year-end exchange rates prevailing at that reporting date. • Income and expenses are translated at average exchange rates for the period. Exchange rate differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed. (j) Revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Revenue from the sale of assets is recognised at the date that the contract is entered into. All revenue is stated net of the amount of goods and services tax (GST). (k) Employee Benefits Provision is made for the group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related oncosts. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. (l) Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of a past event, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. 48 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (m) Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the balance sheet. (n) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (o) Share Based Payment Transactions The group provides benefits to the directors and senior executives in the form of share-based payment transactions, whereby services are rendered in exchange for shares or rights over shares (‘equity settled transactions’). The cost of these equity settled transactions with directors is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using the Black and Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to price of the shares of Oropa Limited. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the market conditions are fulfilled. The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that in the opinion of the directors will ultimately vest. The opinion is formed on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon market condition. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share. 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (p) Trade and other receivables CURRENT All trade debtors are recognised at the amounts receivable as they are due for settlement no more than 30 days from the date of recognition. Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised when some doubt as to collection exists and in any event when the debt is more than 60 days overdue. (p) Trade and other receivables (continued) NON-CURRENT All debtors that are not expected to be received within 12 months of reporting date are included in non-current receivables. Collectability of non-current receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised when some doubt as to collection exists. (q) Trade and other creditors These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. (r) Operating Leases Operating lease payments are charged to the Income Statement in the periods in which they are incurred, as this represents the pattern of benefits derived from the leased assets. (s) Significant accounting judgements, estimates and assumptions Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: Exploration and evaluation assets The Group’s accounting policy for exploration and evaluation expenditure is set out above. The application of this policy necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves are found. Any such estimates and assumptions may change as new information becomes available. Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Recovery of deferred assets Deferred tax assets are recognised for deductible temporary differences when management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the Black and Scholes model taking into account the terms and conditions upon which the instruments were granted. 50 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 (t) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. 2. RISK MANAGEMENT (a) Interest rate risk The Consolidated Entity and the Company’s exposure to interest rate risk, is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate on classes of financial assets and liabilities. The Consolidated Entity and the Company do not have a major exposure in this area as the interest rate earned on deposited funds does not vary greatly from month to month. Consolidated Entity 2008 Fixed interest rate maturing in Floating Interest Rate $ 1 year or less $ 1 to 5 years $ More than 5 years $ Non interest bearing $ Total carrying amount at balance sheet $ Interest rate on deposits at 30 Jun% Financial Assets Cash and cash equivalents 407,241 - - - - 407,241 3.85 Trade and other receivables - - - - 118,741 118,741 - Other financial assets - - - - 41,333 41,333 - Deposits - 157,832 - - - 157,832 7.10 Total Financial Assets 407,241 157,832 - - 160,074 725,147 Financial Liabilities Trade creditors - - - - 179,832 179,832 - Other creditors and accruals - - - - 48,329 48,329 - Restricted cash 23,864 - - - - 23,864 3.85 Total Financial Liabilities 23,864 - - 228,161 252,025 51 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 2. RISK MANAGEMENT (CONTINUED) Consolidated Entity 2007 Fixed interest rate maturing in Floating Interest Rate $ 1 year or less $ 1 to 5 years $ More than 5 years $ Non interest bearing $ Total carrying amount as per balance sheet $ Interest rate on deposits at 30 Jun% Financial Assets Cash and cash equivalents 1,451,496 - - - - 1,451,496 4.35 Trade and other receivables - - - - 131,302 131,302 - Other financial assets - - - - 1,333 1,333 - Deposits - - - - 63,725 63,725 - Total Financial Assets 1,451,496 - - - 196,360 1,647,856 Financial Liabilities Trade creditors - - - - 175,803 175,803 - Other creditors and accruals - - - - 54,081 54,081 - Restricted cash 24,242 - - - - 24,242 4.35 Total Financial Liabilities 24,242 - - 229,884 254,126 Parent 2008 Fixed interest rate maturing in Floating Interest Rate $ 1 year or less $ 1 to 5 years More than 5 years $ Non interest bearing $ Total carrying amount as per balance sheet $ Interest Rate on deposits at 30 Jun% Financial Assets Cash and cash equivalents 185,283 - - - - 185,283 3.85 Trade and other receivables - - - - 27,961 27,961 - Other financial assets - - - - 41,333 41,333 - Deposits - 49,450 - - - 49,450 7.10 Total Financial Assets 185,283 49,450 - - 69,294 304,027 Financial Liabilities Trade creditors - - - - 28,267 28,267 - Other creditors and accruals - - - - 15,000 15,000 - Restricted cash 23,864 - - - - 23,864 3.85 Total Financial Liabilities 23,864 - - - 43,267 67,131 52 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 2. RISK MANAGEMENT (CONTINUED) Parent 2007 Fixed interest rate maturing in Floating Interest Rate $ 1 year or less $ 1 to 5 years $ More than 5 years $ Non interest bearing $ Total carrying amount as per balance sheet $ Interest Rate on deposits at 30 Jun% Financial Assets Cash and cash equivalents 1,040,620 - - - - 1,040,620 4.35 Trade and other receivables - - - - 24,199 24,199 - Other financial assets - - - - 1,333 1,333 - Deposits - - - - - - - Total Financial Assets 1,040,620 - - - 25,532 1,066,152 Financial Liabilities Trade creditors - - - - 84,322 84,322 - Other creditors and accruals - - - - 15,000 15,000 - Restricted cash 24,242 - - - - 24,242 4.35 Total Financial Liabilities 24,242 - - 99,322 123,564 (b) Credit risk exposures The Consolidated Entity and the Company has no significant concentrations of credit risk. The maximum exposure to credit risk at balance date is the carrying amount (net of provision of doubtful debts) of those assets as disclosed in the balance sheet and note 22. As the Consolidated Entity and Company does not presently have any debtors arising from sales, lending, significant stock levels or any other credit risk, a formal credit risk management policy is not maintained. (d) Foreign currency risk management The Consolidated Entity and the Company is exposed to fluctuations in foreign currencies arising from costs incurred at overseas mineral exploration tenements. Overseas expenses are paid at the spot rate applicable on the date the invoice is received. Please refer to Note 22 for further details. Liquidity Risk Liquidity risk is the risk that the Consolidated Entity and the Company will not be able to meet its financial obligations as they fall due. The only financial obligation the Consolidated Entity and the Company have is trade creditors and other payables. There are no contractual liabilities in place. The company has not conducted a sensitivity analysis on credit or interest rate risk as the amounts are not considered significant. 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 3. REVENUE Revenue from outside the operating activities Interest 23,406 70,526 23,406 70,526 Proceeds on sale of interest in Golden Valley Joint venture 40,000 - 40,000 - Revenue from ordinary activities 63,406 70,526 63,406 70,526 3(a) LOSS BEFORE INCOME TAX Net Expenses The loss before income tax includes the following expenses: (i) Expenses: Exploration expenditure written off 2,178,983 2,407,217 127,421 569,875 Depreciation 18,217 5,828 15,010 5,816 Rental expenses 44,644 38,779 44,644 38,779 Provision for doubtful debts - - 1,237,588 1,216,865 Plant and equipment written off 4,716 - 4,716 - (i) Numerical reconciliation of income tax expense to prima facie tax payable: Loss from ordinary activities before income tax expense (3,907,994) (4,114,065) (2,882,986) (3,256,702) 3(b) INCOME TAX Prima facie tax benefit on loss from ordinary activities: (1,172,398) (1,234,219) (864,896) (977,010) Tax effect of amounts which are not deductible (taxable) in calculating taxable income Unrealised foreign exchange losses (gains) 265,043 274,295 217,242 214,434 Entertainment 4,822 4,730 4,822 4,730 Equity based remuneration 57,375 19,764 57,375 19,764 Legal 915 12,671 915 12,671 Donations - 264 - 68 (844,243) (922,495) (584,542) (725,343) Movement in unrecognised temporary difference 621,270 706,576 376,348 522,374 Tax effect of current year tax losses for which no deferred tax asset has been recognised 222,973 215,919 208,194 202,969 Income tax expense - - - - 54 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 3(b) INCOME TAX (CONTINUED) (ii) Unrecognised temporary differences Deferred Tax Assets (at 30%) Carried forward revenue tax losses 3,900,659 3,687,815 3,208,454 3,000,260 Carried forward capital tax losses 823,879 823,879 703,957 703,957 Carried forward foreign tax losses 1,695,413 1,493,904 1,313,599 1,276,180 Provisions 116,993 503,495 14,033 7,034 Blackhole expenditure 93,243 112,113 93,243 112,113 Prepayments 3,335 - 3,335 - 6,633,522 6,621,206 5,336,621 5,099,544 This benefit for tax losses will only be obtained if: (i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised, or (ii) the losses are transferred to an eligible entity in the consolidated entity, and (iii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and (iv) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses. 4. TRADE AND OTHER RECEIVABLES CURRENT Other debtors and prepayments 147,625 131,302 39,079 24,199 Other debtors These amounts generally arise from transactions outside the usual operating activities of the consolidated entity and are non-interest bearing. The other debtors do not contain any impaired receivables. NON-CURRENT Other debtors 280,997 281,103 - - Less provision for doubtful debts (280,997) (281,103) - - Loans to controlled entities - - 11,768,845 10,531,257 Less provision for doubtful debts - - (11,768,845) (10,531,257) - - - - Other non-current debtors includes $247,880 (2007 - $247,880) receivable from a related party B Vijaykumar Chhattisgarh Exploration Private Limited which has been fully provided for. Further information relating to receivables from related parties is set out in Note 16. 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 5. OTHER FINANCIAL ASSETS CURRENT Investments listed on a prescribed stock exchange 41,333 1,333 41,333 1,333 During 2008 Oropa Limited sold its interest in the Golden Valley Joint Venture to Southern Cross Goldfields Ltd in exchange for 200,000 shares and 1,000,000 options exercisable at 20 cents in the company Southern Cross Goldfields Limited. The shares were issued at a deemed value of 20 cents each ($40,000) and the options only vest if Southern Cross Goldfields discover a minimum of 250,000 ounces of gold or 5,000 tonnes of nickel in the situ in the Golden Valley Tenements as defined in the “Sale Agreement – Golden Valley Joint Venture Interest” between Southern Cross Goldfields Ltd and Oropa Ltd. NON-CURRENT Investments in controlled entities (Note 18) at cost - - 2,344,382 2,344,382 Less provision for diminution - - (2,344,382) (2,344,382) Investments in other entities, at cost 1,834,510 1,834,510 - - Less provision for diminution (1,834,510) (1,834,510) - - - - - - Shares in controlled entities The carrying value of the investments in controlled entities is dependent upon the successful development and exploitation of the controlled entities’ tenements, or alternatively the sale of those tenements for at least carrying value. Investments in other entities Investments in other entities include the following: • 9.9% shareholding in CEPO Systems Pty Limited, a company involved in the development of ecommerce business to business software. This investment has been fully provided for. • 10% interest in B Vijaykumar Technical Services Pvt Limited, a company involved in diamond exploration in India, with an option to purchase a further 10% interest. As Oropa Indian Resources Pty Ltd, Oropa Limited’s wholly owned subsidiary, no longer has significant influence over B Vijaykumar Technical Services Pvt Limited, the investment was transferred to other investments from investment in associates in a prior year. This investment has been fully provided for. 56 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 6. PROPERTY, PLANT AND EQUIPMENT NON-CURRENT Leasehold improvements, at cost 12,729 6,003 12,729 6,003 Less: accumulated amortisation (2,696) (831) (2,696) (831) 10,033 5,172 10,033 5,172 Plant and equipment, at cost 58,455 77,527 13,079 27,851 Less: accumulated depreciation (37,109) (43,350) (4,545) (11,327) 21,346 34,177 8,534 16,524 Motor vehicles, at cost 24,947 10,148 - - Less: accumulated depreciation (8,124) (3,553) - - 16,823 6,595 - - Office equipment, at cost 135,221 139,004 84,991 88,584 Less: accumulated depreciation (85,290) (92,068) (47,777) (54,845) 49,931 46,936 37,214 33,739 Total property, plant and equipment 98,133 92,880 55,781 55,435 Reconciliations Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below: 2008 Consolidated Leasehold Improvements $ Plant & Equipment $ Motor Vehicles $ Office Equipment $ Total $ Carrying amount at 1 July 2007 5,172 34,177 6,595 46,936 92,880 Effect of foreign currency translation - (2,108) (775) (2,277) (5,160) Additions 6,726 4,744 15,992 20,125 47,587 Write-offs & reclassification - (4,010) - (1,020) (5,030) Depreciation expense (1,865) (11,457) (4,989) (13,833) (32,144) Carrying amount at 30 June 2008 10,033 21,346 16,823 49,931 98,133 57 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 6. PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Reconciliations Parent Leasehold Improvements $ Plant & Equipment $ Office Equipment $ Total $ Carrying amount at 1 July 2007 5,172 16,524 33,739 55,435 Additions 6,726 13,660 20,386 Write-offs & reclassification - (4,010) (1,020) (5,030) Depreciation expense (1,865) (3,980) (9,165) (15,010) Carrying amount at 30 June 2008 10,033 8,534 37,214 55,781 2007 Consolidated Leasehold Improvements $ Plant & Equipment $ Motor Vehicles $ Office Equipment $ Total $ Carrying amount at 1 July 2006 5,323 30,488 9,898 42,240 87,949 Effect of foreign currency translation - (2,955) (1,274) (2,961) (7,190) Additions - 15,536 - 20,102 35,638 Disposals and write-offs - - - (2,410) (2,410) Depreciation expense (151) (8,892) (2,029) (10,035) (21,107) Carrying amount at 30 June 2007 5,172 34,177 6,595 46,936 92,880 Parent Leasehold Improvements $ Plant & Equipment $ Office Equipment $ Total $ Carrying amount at 1 July 2006 5,323 5,370 26,743 37,436 Additions - 12,150 14,075 26,225 Disposals and write-offs - - (2,410) (2,410) Depreciation expense (151) (996) (4,669) (5,816) Carrying amount at 30 June 2007 5,172 16,524 33,739 55,435 58 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 7. OTHER ASSETS NON-CURRENT Mining exploration and evaluation expenditure Expenditure incurred during the year 2,178,983 2,407,217 127,421 569,875 Expenditure written off during the year (2,178,983) (2,407,217) (127,421) (569,875) Costs carried forward - - - - Deposits 157,832 63,725 49,450 - 157,832 63,725 49,450 - For those areas of interest which are still in the exploration phase, the ultimate recoupment of the stated costs is dependent upon the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. Some of the company’s exploration properties are subject to claim(s) under native title. As a result, exploration properties or areas within the tenements may be subject to exploration and/or mining restrictions. Deposits Deposits of $157,832 include a building rental deposit of USD $4,293 (2007: USD 4,109), a mineral exploration deposit of USD $100,000 (2007: USD 50,000), a term deposit securing a bank guarantee for rent of $20,000 and a term deposit for $29,450 securing a Letter of Credit for PT Sorikmas Pty Ltd. The mineral exploration deposit is to guarantee a minimum level of financial support for mineral exploration by the Company. The cash component is deposited at a government bank appointed by the Ministry of Energy and Mineral Resources. This deposit is refundable on the basis that the Company meets certain performance conditions set out in the Contract of Work. 8. TRADE AND OTHER PAYABLES CURRENT Trade creditors 179,832 175,803 28,267 84,322 Other creditors 15,000 16,321 15,000 15,000 194,832 192,124 43,267 99,322 NON-CURRENT Other creditors 33,329 37,760 - - 33,329 37,760 - - Other creditors This is an amount payable to PT Aberfoyle Indonesia. 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ 9. PROVISIONS CURRENT Employee Entitlements 387,878 331,697 17,776 8,444 Taxation 6,437 - - - 394,315 331,697 17,776 8,444 NON CURRENT Employee Entitlements- long service leave 14,000 - 14,000 - Employee numbers Number Number Average number of employees during the financial year 43 57 2 6 Parent Entity 2008 2007 $ $ _________ _________ 10. CONTRIBUTED EQUITY Issued Capital Fully paid – Ordinary shares 184,451,912 (2007 – 145,349,328) 35,141,145 33,411,976 Shares to be issued 245,000 - 35,386,145 33,411,976 Shares to be issued of $245,000 represents share application money received in advance. This represents shares of 4,454,545 at 5.5 cents, and is part of the $420,000 share placement for 7,636,362 shares, which is to be issued and quoted on the ASX on 17 July 2008. Movements in ordinary share capital of the company during the past 2 years were as follows: Number $ of shares 01/07/2006 Opening balance 93,816,886 31,525,228 10/01/2007 Share issue 4,063 933 17/05/2007 Share issue 51,528,379 2,061,385 30/06/2007 Share issue costs - (175,570) 145,349,328 33,411,976 12/10/2007 Share issue 1 - 17/10/2007 Share issue 10,300,555 463,525 18/12/2007 Share issue 10,000,000 500,000 14/03/2008 Share issue 13,347,483 533,899 06/06/2008 Share issue 5,454,545 545,000 30/06/2008 Share issue costs - (68,255) 184,451,912 35,386,145 60 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 10. CONTRIBUTED EQUITY (CONTINUED) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. 11. RESERVES AND ACCUMULATED LOSSES Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ (a) Option Premium Reserve Balance at the beginning of the financial year 632,019 486,171 632,019 486,171 Options issued during the year 191,257 145,848 191,257 145,848 Balance at the end of the financial year 823,276 632,019 823,276 632,019 The Option Premium Reserve is used to record the value of options issued during the year under the Black and Scholes method. The balance standing to the credit of the reserve will be transferred to share capital as options are exercised or to accumulated losses as options expired unexercised. The option premium reserve may be subject to capital gains tax if the options are not exercised. Options At 30 June 2008, the company had the following options: • 500,000 unlisted options to subscribe for fully paid ordinary shares exercisable at 12 cents at any time on or before the expiry date of 20 October 2008. • 2,700,000 unlisted employee options to subscribe for fully paid ordinary shares exercisable at 13 cents at any time on or before the expiry date of 31 December 2009. • 12,791,440 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the expiry date of 31 January 2010. • 8,500,000 unlisted director options to subscribe for fully paid ordinary shares exercisable at 15 cents at any time on or before the expiry date of 31 May 2013. All options, except for unlisted options, are quoted on the Australian Securities Exchange Limited. The following options were issued during the year: • 8,500,000 unlisted director options to subscribe for fully paid ordinary shares exercisable at 15 cents at any time on or before the expiry date of 31 May 2013. The following options lapsed during the year: • 13,280,376 options to subscribe for fully paid ordinary shares exercisable at 50 cents at any time on or before the expiry date of 31 December 2007. 61 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 11. RESERVES AND ACCUMULATED LOSSES (CONTINUED) Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ (b) Foreign Currency Reserves Balance at the beginning of the financial year 852,091 (7,168) - - Movement for the year 779,479 859,259 - - Balance at the end of the financial year 1,631,570 852,091 - - (c) Accumulated Losses Balance at the beginning of the financial year (33,839,624) (29,725,559) (33,054,416) (29,797,714) Net losses attributable to members of Oropa Limited (3,907,994) (4,114,065) (2,882,986) (3,256,702) Balance at the end of the financial year (37,747,618) (33,839,624) (35,937,402) (33,054,416) 12. SHARE BASED PAYMENTS PLAN Share-based payment plan The following table illustrates the number (No.) and weighted average exercise price (WAEP) of and movements in share options issued during the year: 2008 2008 2007 2007 No. WAEP No. WAEP Cents Cents Outstanding at the beginning of the year 3,200,000 13.00 3,200,000 13.00 Granted during the year 8,500,000 15.00 - - Forfeited during the year - - - - Exercised during the year - - - - Expired during the year - - - - Outstanding at the end of the year 11,700,000 14.00 3,200,000 13.00 The outstanding balance as at 30 June 2008 is represented by: • 500,000 unlisted options to subscribe for fully paid ordinary shares exercisable at 12 cents at any time on or before the expiry date of 20 October 2008. • 2,700,000 unlisted employee options to subscribe for fully paid ordinary shares exercisable at 13 cents at any time on or before the expiry date of 31 December 2009. • 8,500,000 unlisted director options to subscribe for fully paid ordinary shares exercisable at 15 cents at any time on or before the expiry date of 31 May 2013. 62 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 12. SHARE BASED PAYMENTS PLAN (CONTINUED) During the year, the company granted a total of 8,500,000 unlisted options to directors at an exercise price of 15 cents each and an expiry date of 31 May 2013. The options were fair valued at 2.25 cents per option, and vest on 15 May 2008. The fair value of the options has been calculated using the Black Scholes option pricing model as follows: Weighted average exercise price 15 cents Underlying share price 5 cents Days to expiration 1,845 Expected volatility 75% Risk free interest rate 7.25% Historical volatility has been the basis of determining the basis of expected share price volatility and it is assumed that this is indicative of future trends, which may not eventuate. The life of options is based on the historical exercise patterns, which may not eventuate in the future. 13. KEY MANAGEMENT PERSONNEL DISCLOSURE Names and Positions held of economic and parent entity key management personnel in office at any time during the financial year are: Key Management Personnel Brian J Hurley Chairman Philip C J Christie CEO Roderick G Murchison Non Executive Director Bruce Tomich Non Executive Director Dean Pluckhahn Senior Geologist There are no executives (other than directors) with authority for strategic decision and management. (a) Compensation for Key Management Personnel Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ Short-term employee benefits 462,037 441,420 394,537 441,420 Non monetary benefit 13,898 14,375 13,898 14,375 Post employment benefits 11,700 10,800 11,700 10,800 Other long-term benefits - - - - Termination benefits - - - - Share based payment 191,257 12,200 191,257 12,200 678,892 478,795 611,392 478,795 (b) Option holdings of key management personnel (consolidated) The number of options over ordinary shares in the company held during the financial year by each director of Oropa Ltd, including their personally-related entities, are set out below. 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 13. KEY MANAGEMENT PERSONNEL DISCLOSURE (CONTINUED) Vested at 30 June 2008 30 June 2008 Balance at beginning of period 1 Jul 07 Granted as remuneration Opt ion s exe rcis ed Net change other Balance at end of period 30 Jun 08 Total Exercisable Not exercis able Directors PCJ Christie 124,442 3,000,000 - (99,240) 3,025,202 3,025,202 3,025,202 - BJ Hurley 26,800 2,500,000 - (26,800) 2,500,000 2,500,000 2,500,000 - RG Murchison 217,408 1,500,000 - (116,000) 1,601,408 1,601,408 1,601,408 - BNV Tomich - 1,500,000 - - 1,500,000 1,500,000 1,500,000 - D Pluckhahn 500,000 - - - 500,000 500,000 500,000 - Vested at 30 June 2007 30 June 2007 Balance at beginning of period 1 Jul 06 Granted as remunerati on Options exercised Net change other Balance at end of period 30 Jun 07 Total Exercisable Not exercis able Directors PCJ Christie 124,442 - - - - 124,442 124,442 - BJ Hurley 26,800 - - - - 26,800 26,800 - RG Murchison 201,408 - - 16,000 - 217,408 217,408 - BNV Tomich - - - - - - - - Dean Pluckhahn - 500,000 - 500,000 500,000 500,000 - (c) Shareholdings of key management personnel (consolidated) The number of shares in the company held by each director of Oropa Ltd, including their personally-related entities, are set out below: Balance 1 Jul 07 Granted as remuneration On exercise of options Net change other Balance 30 Jun 08 30 June 2008 Ord Pref Ord Pref Ord Pref Ord Pref Ord Pref Directors PCJ Christie 574,852 - - - - - - - 574,852 - BJ Hurley 741,092 - - - - - - - 741,092 - RG Murchison 749,852 - - - - - - - 749,852 - BNV Tomich 139,000 - - - - - 100,000 - 239,000 - D Pluckhahn - - - - - - - - - - 64 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 13. KEY MANAGEMENT PERSONNEL DISCLOSURE (CONTINUED) Balance 1 Jul 06 Granted as remuneration On exercise of options Net change other Balance 30 Jun 07 30 June 2007 Ord Pref Ord Pref Ord Pref Ord Pref Ord Pref Directors PCJ Christie 410,608 - - - - - 164,244 - 574,852 - BJ Hurley 529,351 - - - - 211,741 - 741,092 - RG Murchison 709,852 - - - - - 40,000 - 749,852 - BNV Tomich - - - - - - 139,000 139,000 - D Pluckhahn - - - - - - - - - - 14. REMUNERATION OF AUDITORS Remuneration for audit or review of the financial reports of the parent entity or any entity in the consolidated entity: Stantons International 29,612 25,874 29,612 25,874 Other 16,700 11,626 - - 46,312 37,500 29,612 25,874 Remuneration for other services - - - - 15. CONTINGENT ASSETS AND LIABILITIES The only contingent asset the parent and consolidated entity have as at 30 June 2008 is 1,000,000 options exercisable at 20 cents in the company Southern Cross Goldfields Ltd. These options only vest upon the company discovering a minimum of 250,000 ounces of gold or 5,000 tonnes of nickel in the situ in the Golden Valley Tenements. The only contingent liability the parent and consolidated entity have as at 30 June 2008 is a termination fee payable of up to $425,000 if Director, Philip Christie’s (trading as Yellowmoon Gold Mines Pty Ltd) consultancy contract is terminated prior to the expiry date of 10 January 2011. 16. RELATED PARTIES Directors and specified executives Disclosures relating to directors and specified executives are set out in the director’s report. Wholly owned Group The wholly-owned group consists of Oropa Limited and its wholly-owned subsidiaries Inland Goldmines Pty Limited, Excelsior Resources Pty Limited, Oropa Technologies Pty Limited, Oropa Indian Resources Pty Limited and Oropa Exploration Pty Limited. Oropa owns 100% of the shares in Aberfoyle Pungkut Investments Pte Ltd (API). API holds a 75% interest in PT Sorikmas Mining, with the Indonesian Government mining company, P.T. Aneka Tambang holding the remaining 25%. 65 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 16. RELATED PARTIES (CONTINUED) Transactions between Oropa Limited and related parties in the wholly-owned group during the year ended 30 June 2008 consisted of loans on an interest free basis with no fixed term and no specific repayment arrangements. Oropa Limited made an additional provision for doubtful debts of $1,237,588 in its accounts for the year ended 30 June 2008 (2007 - $1,216,865) in relation to the loans made to its subsidiaries. No other amounts were included in the determination of operating loss before tax of the parent entity that resulted from transactions with related parties in the group. Other related parties Aggregate amounts receivable from related parties in the wholly owned group at balance date were as follows: Parent Entity 2008 2007 $ $ Non-current receivables (note 4) 11,768,845 10,531,257 Provision for doubtful debts (note 4) (11,768,845) 10,531,257) - - An amount of $247,880 (2007 - $247,880) is still outstanding from an advance to B Vijaykumar Chhattisgarh Exploration Private Limited, being a subsidiary of a company that the consolidated entity has an investment in. This amount was used to fund diamond exploration activities in India. The loan is interest free. The loan has been fully provided for in the accounts. 17. EXPENDITURE COMMITMENTS Exploration Commitments In order to maintain current rights of tenure to exploration tenements, the company and consolidated entity were previously required to outlay lease rentals and to meet the minimum expenditure requirements of the Mines Departments. Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ Not later than one year 618,205 455,452 - - Later than one year, but not later than 2 years 1,878,977 1,398,172 - - 2,497,182 1,853,624 - - PT Sorikmas Mining Commitments Under the Contract of Work (CoW), the Company was required to spend certain minimum expenditures in respect of the contract area for the General Survey Period and Exploration Period as follows: US$ / km2 General survey period 100 Exploration period 1,100 As at 30 June 2008, PT Sorikmas Mining had fulfilled its expenditure commitments in respect of the General Survey Period and Exploration Period. 67 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 18. INVESTMENTS IN CONTROLLED ENTITIES Controlled Entities: Class of Shares Cost of Parent Equity Holding Entity’s Investment 2008 2007 2008 2007 $ $ Inland Goldmines Pty Limited (Incorporated in Australia) Ordinary 583,942 583,942 100% 100% Excelsior Resources Pty Limited (Incorporated in Australia) Ordinary 1,062,900 1,062,900 100% 100% Oropa Technologies Pty Limited (Incorporated in Australia) Ordinary 1 1 100% 100% Oropa Indian Resources Pty Limited (Incorporated in Australia) Ordinary 1 1 100% 100% Oropa Exploration Pty Limited (Incorporated in Australia) Ordinary 1 1 100% 100% Aberfoyle Pungkut Investments Pte Ltd(a) (Incorporated in Singapore) Ordinary 697,537 697,537 100% 100% PT Sorikmas Mining (b) Ordinary (Incorporated in Indonesia) - - 75% 75% 2,344,382 2,344,382 (a) When Oropa Limited issued 9,259,259 shares as consideration for exercising the option to acquire 100% of the shares in Aberfoyle Pungkut Indonesia Pte Ltd, it was assigned the vendors receivables from Aberfoyle Pungkut Investments Pte Ltd and PT Sorikmas Mining. This reduced the cost of the investment in Aberfoyle Pungkut Investments Pte Ltd. (b) Aberfoyle Pungkut Investments Pte Ltd holds a 75% interest in PT Sorikmas Mining, with an Indonesian Government mining company PT Aneka Tambang holding the remaining 25%. The outside equity interest in PT Sorikmas Mining equates to 25% of the issued capital of USD $300,000, being AUD $98,451 as at 30 June 2008 (2007: AUD $98,451). 19. NOTES TO THE CASH FLOW STATEMENT (a) Reconciliation of Cash and Cash Equivalents For the purposes of the Statement of Cash Flows cash includes cash and cash equivalents on hand and at call deposits with banks, and investments in money market instruments net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the Statements of Cash Flows is reconciled to the related items in the Balance Sheet as follows: Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ Cash at bank 383,377 1,427,254 161,419 1,016,378 Restricted Cash at Bank (not available for use) 23,864 24,242 23,864 24,242 407,241 1,451,496 185,283 1,040,620 Restricted Cash at Bank relates to monies held in trust resulting from the buy-back of shares in 2003. 68 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 19. NOTES TO THE CASH FLOW STATEMENT (CONTINUED) (b) Reconciliation of operating loss after income tax to net cash flow from operating activities Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ Operating (loss) after income tax (3,907,994) (4,114,065) (2,882,986) (3,256,701) Non Cash Items Depreciation 18,217 5,828 15,010 5,816 Provision for doubtful debts - - 1,237,588 1,216,865 Exploration costs written off 2,178,983 2,407,217 127,421 569,875 Plant and equipment written off 4,716 2,734 4,716 2,734 Share based payments 191,257 81,891 191,257 81,891 Foreign exchange loss 883,477 914,317 724,139 714,779 Proceeds on sale of interest in Golden Valley JV (40,000) - (40,000) - Other 318 - 318 - Change in operating assets and liabilities, net of effects from purchase of controlled entity (Increase) / decrease in receivables (16,323) 57,160 (14,880) 57,711 Increase / (decrease) in payables 2,707 35,463 (56,056) 36,983 Increase / (decrease) in provisions 76,616 1,678 23,326 1,678 Effect of foreign exchange rates (107,240) - - - Net cash (outflow) from operating activities (715,266) (607,777) (670,147) (568,369) Consolidated 2008 2007 20. EARNINGS PER SHARE cents cents (a) Basic and diluted loss per share (0.02) (0.04) (b) Weighted average number of shares outstanding during the year used in the calculation of basic earnings per share 162,308,179 100,030,430 As disclosed in Note 11 the company has on issue 12,791,440 listed options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the expiry date 31 January 2010. As the exercise price of these options at balance date was greater than the market price of the shares, it is considered the options are unlikely to be exercised and consequently have not been considered dilutive. None of the options have been included in the determination of basic earnings per share. Details relating to options are set out in Note 11(a). Reconciliation of earnings used in calculating basic earnings per share Consolidated 2008 2007 $ $ Net Loss (3,907,994) (4,114,065) 69 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 21. JOINT VENTURES The consolidated entity has interests in the following unincorporated exploration joint ventures: Interest Interest Joint Venture Principal Activities 2008 2007 ___________________________________________________________________________ Company: Oropa Limited Mt Keith Mineral Exploration 2% Royalty 2% Royalty *The Golden Valley joint venture project was sold to Southern Cross Goldfields Limited in exchange, for 200,000 shares and 1,000,000 20 cent options in Southern Cross Goldfields Limited on 6 March 2008. Controlled Entities: Excelsior Resources Pty Limited Mulgabbie Mineral Exploration 2% Royalty 95% Aberfoyle Pungkut Investments Pte Ltd Pungkut Mineral Exploration 75% 75% (Earning) (Earning) ___________________________________________________________________________ At balance date there was no exploration and evaluation expenditure in respect of areas of interest subject to joint ventures included in other non-current assets of the consolidated entity and company. For details of capital expenditure commitments relating to joint ventures, refer to note 17. 22. FINANCIAL INSTRUMENTS Net Fair Value of Financial Assets and Liabilities The net fair value of financial assets and financial liabilities of the company approximates their carrying value. The Group and the parent hold the following financial instruments: CONSOLIDATED PARENT 2008 2007 2008 2007 Financial Assets $ $ $ $ Cash and cash equivalents 407,241 1,451,496 185,283 1,040,620 Trade and other receivables 118,741 131,302 27,961 24,199 Other financial assets 41,333 1,333 41,333 1,333 Security deposits 157,832 63,725 49,450 - Total Financial Assets 725,147 1,647,856 304,027 1,066,152 Financial Liabilities Trade and other payables 228,161 229,884 43,267 99,322 Restricted cash 23,864 24,242 23,864 24,242 Total Financial Liabilities 252,025 254,126 67,131 123,564 66 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 17. EXPENDITURE COMMITMENTS (CONTINUED) Expenditure Commitments in Malawi The Malawi Government has granted three EPLs to Oropa covering an area of 23,648km2. There is a minimum expenditure commitment for the three EPLs over a three year period as follows: Mzimba Chitunde Chinzani Northwest Project Project Project Year 1 US$303,500 US$83,000 US$207,300 Year 2 US$403,500 US$98,000 US$272,200 Year 3 US$507,000 US$178,000 US$346,100 The subsidiary Oropa Exploration Pty Ltd has ownership of the Malawi project. In 2007 the company did not spend its year one commitment as detailed in the 2007 financial report. Operating Leases Commitments for minimum lease payments in relation to non cancellable operating leases are payable as follows: Consolidated Parent Entity 2008 2007 2008 2007 $ $ $ $ *Not later than one year 46,575 46,575 46,575 46,575 Later than one year, but not later than 5 years 46,575 93,150 46,575 93,150 93,150 139,725 93,150 139,725 *The company exercised an option to extend the lease from 1 July 2007 for a period of three years. Other Commitments As at 30 June 2008 the Group had a commitment of US $5,000 to pay to William Faulkner before 31 July 2008 for legal fees. This was paid on 28 July 2008. As part of an employee option scheme 500,000 unlisted options exercisable at 13 cents prior to the expiry date of 31 December 2008 will be issued after 12 months of completed service to employee Leonard Mafurutu. Leonard Mafurutu commenced employment on 7 July 2008. Capital Commitments There were no outstanding capital commitments not provided for in the financial statements of the company as at 30 June 2008 or 30 June 2007. 70 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 22. FINANCIAL INSTRUMENTS (CONTINUED) Credit Risk The Company’s maximum exposure to credit risk at the reporting date was as detailed below: Consolidated Parent 2008 2007 2008 2007 Financial Assets $ $ $ $ Cash and cash equivalents 407,241 1,451,496 185,283 1,040,620 Trade and other receivables 118,741 131,302 27,961 24,199 Other financial assets 41,333 1,333 41,333 1,333 Security deposits 157,832 63,725 49,450 - Total Financial Assets 725,147 1,647,856 304,027 1,066,152 Impairment Losses No impairment loss was recognised in either 2007 or 2008 with regards to receivables. The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered by the economic entity. Foreign currency risk management The Consolidated Entity and Company undertake certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. There is currently no risk management policy in place to manage exchange rate fluctuations. The carrying amount of the Consolidated Entity’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: Liabilities Assets 2008 $ 2007 $ 2008 $ 2007 $ Singaporean Dollars 506,312 398,690 466,063 617,174 Foreign Currency Sensitivity Analysis The effect on the loss and equity as a result of a 10% increase and decrease in the Australian Dollar against the Singaporean Dollar with all other variables remaining constant is as follows: Consolidated Parent 2008 $ 2007 $ 2008 $ 2007 $ Singaporean (increase) Loss 390,799 411,407 - - Other Equity 399,799 411,407 - - Singaporean (decrease) Loss (390,799) (411,407) - - Other Equity (390,799) (411,407) - - As the Consolidated Entity does not earn revenue, an increase in the Australian dollar will decrease the Consolidated Entity’s losses as fewer funds will be required to pay its expenses. Consequently, if the Australian dollar decreases, more funds are required to pay the Consolidated Entity’s expenses, resulting in a larger loss. 71 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 23. EVENTS OCCURRING AFTER REPORTING DATE On 8 July 2008 the Company appointed Mr Misha Collins, a CFA as a Non-executive Director to the Company's Board. Mr Collins is a metallurgist with extensive experience in financial markets. He has spent the last 10 years as a financial analyst with BT Funds Management with responsibility for a range of markets but he has focused on gold, gold equities and strategies. He now runs his own investment and trading business. Mr Collins is currently based in Sydney, which will assist the company in having a presence in Australia’s financial capital. On 14 July 2008 there was a share placement of 7,636,362 ordinary fully paid shares at a price of 5.5 cents each which raised capital of $420,000.00. The placement was made to offshore and sophisticated investors. The new shares will rank equally with other ordinary shares on issue. On 8 August 2008 the Company released a Prospectus to re issue lapsed options of 13,280,376 to existing option holders of the 31 December 2007 options which had an exercise price of 20 cents. The offer closed on 22 August 2008 and the Company received 8,510,285 option applications. On 27 August the Company issued these options and capital of $17,020.57 was raised. The directors are currently placing the shortfall at their discretion. 72 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 24. SEGMENT INFORMATION Primary Reporting – geographical segments The geographical segments of the consolidated entity are as follows: 2008 Australia Africa South East India Unallocated Consolidated Asia $ $ $ $ $ $ Other revenue - - - - 63,406 63,406 Segment results (769,572) (524,649) (1,666,871) (39,143) (907,759) (3,907,994) Loss from ordinary activities before income tax (3,907,994) Income tax expense - Net loss (3,907,994) Segment assets 371,530 14,571 466,063 - - 852,164 Segment liabilities 100,228 - 560,112 - - 660,340 Investments 41,333 - - - - 41,333 Acquisition of property, plant and equipment 20,386 15,992 11,209 - - 47,587 Mineral exploration expenditure written off 1,380 508,033 1,521,033 38,931 109,606 2,178,983 Depreciation expense 15,019 3,198 - - - 18,217 73 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008 24. SEGMENT INFORMATION (CONTINUED) 2007 Australia South East India Unallocated Consolidated Asia $ $ $ $ $ Other revenue - - - 70,526 70,526 Segment results (459,676) (1,801,439) (83,143) (1,769,807) (4,114,065) Loss from ordinary activities before income tax (4,114,065) Income tax expense - Net loss (4,114,065) Segment assets 1,123,562 617,174 - - 1,740,736 Segment liabilities 133,329 452,494 - - 585,823 Investments 1,333 - - - 1,333 Acquisition of property, plant and equipment 26,225 9,413 - - 35,638 Mineral exploration expenditure written off 398,984 1,747,944 82,930 177,359 2,407,217 Depreciation expense 5,816 - - 12 5,828 Notes to and forming part of the segment information (a) Accounting policies Segment information is prepared in conformity with the accounting policies of the entity as disclosed in note 1 and the segment reporting accounting standard AASB 114 Segment Reporting. Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, property, plant and equipment and goodwill and other intangible assets, net of related provisions. Whilst most of these assets can be directly attributable to individual segments, the carrying amounts of certain assets used jointly by segments are allocated based on reasonable estimates of usage. Segment liabilities consist primarily of trade and other creditors and employee benefits. Segment assets and liabilities do not include income taxes. Secondary Reporting – Business Segments The consolidated entity operates predominantly in the mineral exploration industry. There are therefore no business segments requiring disclosure.
78 ADDITIONAL SHAREHOLDER INFORMATION The following additional information dated 27 August 2008 is provided in compliance with the requirements of the Australian Securities Exchange Limited. 1 DISTRIBUTION OF LISTED ORDINARY SHARES AND OPTIONS (a) Analysis of numbers of shareholders by size of holding. Distribution No. of shareholders No. of Option holders (20 cents - ORPO (Exp 31/01/11) No. of Option holders (20 cents – ORPOA Exp 31/01/10) 1-1000 451 13 15 1,001-5,000 954 8 12 5,001-10,000 324 9 5 10,001-100,000 500 8 20 100,001 and above 141 14 21 Total 2,370 52 73 (b) There were 1,761 shareholders holding less than a marketable parcel. (c) The percentage of the total of the twenty largest holders of ordinary shares was 68.4839% 2 TWENTY LARGEST SHAREHOLDERS AND OPTION HOLDERS Names No. of shares % ANZ Nominees Limited 31,792,238 16.55% Karel Abram Pty Ltd 21,700,000 11.30% Anthony Edward Collins & Andrea Claudia Collins 14,500,000 7.55% Gemtwin Pty Ltd 11,600,000 6.04% NEFCO Nominees Pty Ltd 8,757,929 4.56% Ganesh International Limited 6,270,120 3.26% Sinom (Hong Kong) Limited 5,454,545 2.84% Waferbell Ltd 5,294,323 2.76% National Nominees Limited 4,926,461 2.56% Ron Lees & Associates Pty Ltd 4,216,000 2.19% Macquarie Bank Limited 3,722,222 1.94% HSBC Custody Nominees (Australia) Pty Ltd 2,751,960 1.43% Barry Sydney Patterson 2,372,337 1.24% Troyleigh Investments Pty ltd 1,272,727 0.66% Roderick Edwin Jones 1,227,483 0.64% Robert Gemelli 1,219,400 0.63% Berne No 123 Nominees Pty Ltd 1,174,128 0.61% Insight Capital Management Pty Limited 1,165,000 0.61% Jindabyne Pty Ltd 1,064,274 0.55% Margaret Ann Lees 1,058,170 0.55% Total 131,539,317 68.48% 79 ADDITIONAL SHAREHOLDER INFORMATION The names of the twenty largest listed option holders (20cents – ORPOA Exp 31/01/2010) are listed below: Names No. of options % Goffacan Pty Ltd 2,567,292 20.07% Value Wise Investments Pty Ltd 1,670,427 13.06% Ganesh International Limited 1,350,000 10.55% Merimont Nominees Pty Ltd 1,000,000 7.82% Rosanne Heather Hunter 700,000 5.47% Siew Kiew Law 600,000 4.69% Gemelli Holdings Pty Ltd 453,000 3.54% Waferbell Ltd 446,500 3.49% Georg Luzukic 420,000 3.28% Frank Joseph Nigro 400,000 3.13% Philip John Mander 360,443 2.82% D & N Tsoutsoulis A/c 300,000 2.35% Zipparo Holdings Pty Ltd 300,000 2.35% Buildstar Pty Ltd 250,000 1.95% Berne No 123 Nominees Pty Ltd 221,000 1.73% Michael Kipling 220,000 1.72% Thomas Anthony McGuire 200,000 1.56% Scaneast International Ltd 165,000 1.29% Jacobus Konyn 150,000 1.17% Roderick Gordon Murchison 101,408 0.79% Total 11,875,070 92.84% The names of the twenty largest listed option holders (20cents - ORPO) Expiring 31/01/2011 are listed below: Names No. of options % Forza Family Pty Ltd 2,809,497 33.01 Shane Anthony Heywood 1,000,000 11.75 Ron Lees & Assoc Pty Ltd 748,073 8.79 Berne No 132 Nominees Pty Ltd 628,311 7.38 George Lazukic 548,000 6.44 Jomot Pty Ltd 521,000 6.12 Frank Joseph Nigro 500,000 5.88 Ganesh International Limited 269,950 3.17 Michael and Linda Jolob 250,000 2.94 Maria Leotina Fernandes 238,220 2.8 Tina Margaret Gubbings 200,000 2.35 Kenneth Eason Higgs 150,000 1.76 National Nominees Limited 110,000 1.29 Peter Bicknell 102,400 1.2 Scaneast International Limited 74,000 0.87 Gerardo and Melina Zipparo 60,000 0.71 Christodoulos Biris 50,000 0.59 Bozena Pieda 50,000 0.59 Owen James Mulgrew 29,000 0.34 Darrell Grey 25,000 0.29 Total 8,363,451 98.27 80 ADDITIONAL SHAREHOLDER INFORMATION 3 SUBSTANTIAL SHAREHOLDERS An extract from the company’s register of substantial shareholders is set out below: Ordinary Shares Held Name Number Percentage ________________________________________________________________________________ ANZ Nominees Ltd 31,792,238 16.55 Karel Abrams Pty Ltd 21,700,000 11.33 4 VOTING RIGHTS The company's share capital is of one class with the following voting rights: (a) Ordinary Shares On a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll each share shall have one vote. (b) Options The company's options have no voting rights. 5 RESTRICTED SECURITIES There are no ordinary shares on issue that have been classified by the Australian Securities Exchange Limited, Perth as restricted securities. 6 STOCK EXCHANGE LISTING Oropa Limited shares are listed on the Australian Securities Exchange Limited. The home exchange is the Australian Securities Exchange (Perth) Limited. 81 SUMMARY OF TENEMENTS HELD BY COMPANY FOR THE YEAR ENDED 30 JUNE 2008 Project Name Tenement Approval Expiry Area Equity Date Date (ha) % INDIA Block D-7 22.01.00 4600km2 9(2) INDONESIA Pungkut 96PK0042 31.05.96 66,300 75 WESTERN AUSTRALIA Mt. Keith M53/490 11.06.04 10.06.25 582.00 0 (10) M53/491 11.06.04 10.06.25 621.00 0 (10) EXCELSIOR RESOURCES LTD Mulgabbie P28/768 07.02.92 06.02.96 (1) 185.00 0(10) P28/769 07.02.92 06.02.96 (1) 136.50 0(10) MLA28/140 U/A 0(10) MLA28/364 U/A 0(10) PLA28/1078 U/A 0(10) PLA28/1079 U/A 0(10) PLA28/1080 U/A 0(10) PLA28/1081 U/A 0(10) PLA28/1082 U/A 0(10) 82 SUMMARY OF TENEMENTS HELD BY COMPANY FOR THE YEAR ENDED 30 JUNE 2008 NOTES (1) Prospecting Licences to remain valid until Mining Lease 28/140 is granted (2) Option to increase interest to 18% (3) Free carried interests (4) Prospecting Licence to remain valid until Mining Lease 77/1090 is granted (5) Prospecting Licence to remain valid until Mining Lease 77/1089 is granted (6) Prospecting Licence to remain valid until Mining Lease 77/1064 is granted (7) Prospecting Licence to remain valid until Mining Lease 77/1094 is granted (8) Prospecting Licence to remain valid until Mining Lease 77/1103 is granted (9) Prospecting Licence to remain valid until Mining Lease 77/1101 is granted (10) 2% nett smelter royalty * Graticular Blocks U/A Under Application
ORP Price at posting:
5.0¢ Sentiment: Buy Disclosure: Held