Annual Report 2009 - Sirius Resources

Annual Report 09 1

Corporate Directory 

DIRECTORS 

Mark Bennett CEO and Managing Director 

Stephen Lowe Non‐Executive Chairman 

Jeff Foster Non‐Executive Director and Technical Consultant 

COMPANY SECRETARY 

Anna Neuling 

PRINCIPAL OFFICE 

Level 1, 10 Ord Street 

West Perth WA 6005 

PO Box 682, West Perth WA 6872 

Telephone: (08) 6311 5554 

Facsimile: (08) 6311 5556 

Email: admin@siriusresources.com.au 

REGISTERED OFFICE 



PO Box 682, West Perth WA 6872 

SHARE REGISTRY 

Computershare Investor Services Pty Ltd 

Level 2, 45 St Georges Terrace 

Perth WA 6000 

Telephone: 1300 787 272 

AUDITORS 

WHK Horwath 


Perth WA 6000 

Telephone: (08) 9481 1448 

SOLICITORS 

Napier Legal Pty Ltd 

21/589 Stirling Highway 

Cottesloe WA 6911 

ASX CODE: SIR 

ABN: 46 009 150 083 


Table of Contents 

Chairmans Letter 1 

Operations Review 2 

Lawlers 3 

Collurabbie 4 

Youanmi 5 

Polar Bear 5 

Fraser Range 6, 7 

Financial Report 8 

Shareholder Information 57 

Competent Persons Statement 62 


Sirius Resources NL 

Annual Report 2009 

Chairman’s letter 

Dear Shareholders, 

2009 has been a significant year for your company. Since reinstatement to official quotation on the 

Australian Securities Exchange (ASX) in May 2008, the company has acquired a number of prospective 

exploration projects and undertaken a A$7 million capital raising to create Australia’s newest nickel 

and base metal explorer. To reflect this change in direction, a new board was appointed in August 

2009 and the company’s name was changed from Croesus Mining NL to Sirius Resources NL in 

September 2009. Sirius is now well positioned to capitalise on its large ground holding throughout 

Western Australia via its experienced management and exploration team and its supportive 

shareholder base. 

The acquisition of several nickel and base metal exploration assets from well known prospector Mark 

Creasy and Apex Minerals NL was announced in June 2009 and the corresponding A$7 million capital 

raising was heavily oversubscribed and strongly supported by international institutions throughout 

Australia, Europe, Asia and North America. Since completing this transaction on 31 st August 2009, 

your company has commenced its initial exploration programs at a variety of locations. 

It is a credit to all involved that this has been achieved during a time of unprecedented global 

economic turmoil, which has had a severe impact on most commodity prices, debt and equity 

markets in general, and the resource sector in particular. This has, however, presented the ideal 

opportunity to assemble the people and assets to forge a new company able to position itself for the 

inevitable upturn in world growth and its appetite for construction and consumption related metals. 

Sirius’ focus is the creation of value for shareholders through the discovery of nickel sulphide and 

base metal deposits, containing nickel, copper and zinc with by‐products such as cobalt, platinum 

group metals (PGM’s), silver and gold. The new management and exploration team has a wealth of 

expertise in this field, having been responsible for the identification, discovery, development and/or 

operation of a number of highly profitable nickel, copper and gold mines. These include the 

Waterloo, Silver Swan, Emily Ann and Lounge Lizard nickel mines, the Mosku (Finland) and West 

Raglan (Canada) camps, the Thunderbox gold mine and several new orebodies at the Wiluna gold 

mine. 

I would like to take this opportunity to express my thanks to the outgoing directors, Mr. Gary 

Steinepreis, Mr. David Steinepreis and Mr. Patrick Burke, and welcome Dr. Mark Bennett and 

Associate Professor Jeffrey Foster to the board. Dr. Bennett has been appointed Managing Director 

and Chief Executive Officer, and as one of Australia’s most successful explorers is ideally placed to 

lead the growth of your company. 

The discovery of new resources is by far the lowest cost and highest value adding growth path, but it 

requires patient systematic exploration. To this end, I trust you will join me in supporting your 

company in its quest to become Australia’s most successful explorer over the coming years. 

Stephen Lowe 

Non executive chairman 


Operations review 

Sirius has acquired an extensive portfolio of exploration projects which include the Lawlers project 

acquired from Apex Minerals NL and Carey Minerals Pty Ltd, the Collurabbie, Youanmi and Fraser 

Range projects acquired from well known prospector Mark Creasy, and the Polar Bear project, near 

Norseman. 

Sirius earned its initial 70% interest in the Lawlers 2006 Joint Venture in mid‐September, and is 

continuing to earn a similar interest in the Lawlers 2008 Joint Venture. The recent transaction has also 

given Sirius a 70% interest in three large joint ventures with Mark Creasy, in which Mr. Creasy retains 

a 30% free carried interest to the completion of a bankable feasibility study. Sirius has also inherited a 

20% interest in the Polar Bear Joint Venture, which is managed by Barrick Gold 

Exploration activities commenced on all of these projects during September, immediately after 

completion of the transaction on 31 st August 2009. The company is looking forward to a steady flow 

of results over the coming year. 


Lawlers 

The Lawlers project comprises two 

contiguous joint ventures with 

Barrick Gold, known as the Lawlers 

2006 and Lawlers 2008 joint 

ventures. Sirius recently earned its 

70% interest in the 2006 Joint 

Venture and is in the process of 

earning a similar interest in the 2008 

Joint Venture through the 

expenditure of A$1.5 million within 

three years. Sirius is the manager of 

both joint ventures and has acquired 

the rights through the purchase of 

Apex Minerals and Carey Minerals 

interests. 

The project is located in the heart of 

Australia’s premier nickel producing 

district, being surrounded by major 

nickel mines owned by BHP, Xstrata 

and Norilsk. It covers 80 strike 

kilometres of extensions of the 

stratigraphy which hosts the Leinster 

(Perseverance, Rocky’s Reward and 

Harmony), Mount Keith, Cosmos, 

Prospero, Sinclair and Waterloo 

deposits. 

Having been held by gold companies, 

the Lawlers area is the single largest 

ground holding that remains 

relatively unexplored for nickel 

sulphide since the discovery and 

development of most of the 

surrounding nickel mines. The 

Lawlers joint ventures are 

prospective for small, high grade 

(~1mt @ 8%Ni) komatiitic nickel 

deposits similar to those being mined 

nearby. 

The Company has commenced a 

comprehensive program of ground 

electromagnetic (EM) geophysics and 

geochemical sampling to define drill 

targets and has defined a number of 

anomalies. Sirius intends to drill test 

some of these these targets during 

the coming year. 


Collurabbie 

Sirius has a 70% interest in the 

Collurabbie Joint Venture, with Mark 

Creasy retaining a 30% free carried 

interest to the completion of a 

bankable feasibility study. The 

project is located along strike from 

the Olympia nickel‐copper‐platinum 

group metal (PGM) discovery of 

Falcon/BHP and is concealed by more 

recent rocks, and is effectively 

unexplored. 

The Collurabbie Joint Venture covers 

the Lake Wells greenstone belt and 

the northern extensions of the 

stratigraphy which hosts the Olympia 

nickel‐copper‐platinum group metals 

(PGM’s) discovery, owned by BHP 

and Falcon Minerals, some 12 

kilometres along strike. Drilling 

results previously published for the 

Olympia discovery include 5.77m @ 

3% Ni, 1.96% Cu and 5.3g/t PGM’s. 

Despite being along strike from 

Olympia, the project area is 

concealed by 50‐100 metres of more 

recent sedimentary rocks and is 

largely unexplored, and is highly 

prospective for Olympia‐style Ni‐Cu‐ 

PGM targets. This style of 

mineralisation has been compared to 

that found at Raglan in Canada. 

The Lake Wells greenstone belt is the 

easternmost greenstone belt of the 

Archaean Yilgarn craton and as such, 

is considered prospective for lode 

gold and magmatic nickel sulphide 

deposits of the type found in similar 

greenstone belts. 

Sirius intends to commence ground 

and down hole electromagnetic (EM) 

geophysical surveys in the coming 

months to locate drill targets in the 

basement rocks along strike from 

Olympia. Reconnaissance exploration 

of the Lake Wells greenstone belt will 

be undertaken concurrently with 

this. 


Youanmi 

Sirius has a 70% interest in the Youanmi 

Joint Venture, with Mark Creasy retaining 

a 30% free carried interest to the 

completion of a bankable feasibility study 

and retaining titanium‐vanadium‐iron 

rights. The project covers the Youanmi 

intrusive complex and the surrounding 

felsic stratigraphy. 

The intrusive complex is prospective for 

magmatic 

nickel‐copper‐PGM 

mineralisation and the surrounding 

stratigraphy is prospective for 

volcanogenic massive sulphide (VMS) 

copper‐zinc deposits. Several shear zones 

with potential for gold mineralisation also 

occur within the project area. 

The nearby Currans prospect has 

recorded drill intersections of up to 

7.03m @ 1.48% nickel. The project also 

contains extensions of structures which 

host gold mineralisation at Apex’s nearby 

Youanmi gold mine. 

The recent discovery of copper and zinc rich VMS mineralisation by other companies on adjacent tenements 

attests to the prospectivity of the area for this style of deposit. Metals Australia’s nearby Manindie zinc 

resource comprises 1.35mt @ 6% zinc, and Empire Resources’ Just Desserts copper‐gold resource comprises 

1.07mt @ 1.8% copper and 0.8g/t gold. 

Initial exploration will comprise reconnaissance geochemistry, geophysics and mapping to identify 

favourable areas for both magmatic nickel and volcanogenic copper‐zinc mineralisation. 

Polar Bear 

Sirius has a 20.62% interest in the Polar 

Bear Joint Venture which is managed by 

Barrick Gold. The project covers the 

southern continuation of the ultramafic 

stratigraphy which hosts the Kambalda and 

Widgiemooltha nickel deposits further to 

the north, and it also straddles the trend 

between Higginsville and Norseman, which 

contains the strike continuation of several 

major shear zones known to host gold 

mineralisation elsewhere. 

The area is largely concealed beneath 

shallow salt lake sediments of Lake Cowan 

and its fringing dune fields. 


Fraser Range 

Sirius has a 70% interest in the base metals rights on the Fraser Range Joint Venture, with Mark 

Creasy retaining a 30% free carried interest in the base metals to the completion of a bankable 

feasibility study and full rights to other minerals. The base metal rights include nickel, copper, cobalt, 

zinc, lead and platinum group metals (PGM’s). The project covers 400 kilometres of strike length of 

the Proterozoic Albany‐Fraser Range province to the south of Independence/Anglogold’s Tropicana 

gold discovery and is considered prospective for the rare but giant intrusive related nickel‐copper‐ 

PGM deposits. These deposits are related to small, discrete bodies of magma, and they can be small 

targets despite being giant deposits. This province has also been likened to the Thompson belt of 

Canada, which hosts a number of major nickel deposits. 


Fraser Range continued 

Much of the area is completely unexplored, but sulphides have been encountered in previous drilling 

in the southern part of the project area adjacent to the Eyre Highway, where intersections of up to 

1.8% nickel and 1.2% copper have been recorded. Ground electromagnetic (EM) geophysical surveys 

are planned to further investigate this area. Soil sampling in the northern part of the project area has 

outlined several multi‐element anomalies which will be followed up over the next few months. 


CROESUS MINING NL 

(NOW SIRIUS RESOURCES NL) 

ABN 46 009 150 083 

Financial Report 

For the Year Ended 30 June 2009 

Subsequent to the date of the Financial Report, Croesus Mining NL changed its 

name to Sirius Resources NL in line with Shareholder approval obtained on 17 th 

August 2009 


Croesus Mining NL 

ABN 46 009 150 083 

Financial Report – 30 June 2009 

CONTENTS 

Page 

Corporate Directory 10 

Directors’ Report 11 

Auditors’ Independence Declaration 24 

Financial Report 25 

Directors’ Declaration 52 

Corporate Governance Statement 53 

Independent Audit Report to the Members 55 



Directors’ Report 

30 June 2009 

Corporate Directory 

Directors 

David Steinepreis 

Non-executive Chairman 

Gary Steinepreis 

Executive 

Patrick Burke 

Executive 

Stephen Lowe 

Non-executive 

Company Secretary 

Registered Office 

Share Register 

Auditor 

Stock Exchange Listing 

Website Address 




Telephone: 08 9420 9300 

Facsimile: 08 9481 2690 

Computershare Investor Services Pty Limited 


Perth WA 6000 

Telephone: 1300 787 575 

WHK Horwath 


Perth WA 6000 

Telephone: 08 9481 1448 

Croesus Mining NL’s shares are listed on the 

Australian Securities Exchange, home branch, 

Perth. 

Code: CRS 

www.croesus.com.au 





DIRECTORS’ REPORT 

Your directors present their report on Croesus Mining NL (Croesus or the Company) 

for the year ended 30 June 2009. 

DIRECTORS 

The name of each person who has been a director during the year and to the date of 

this report are: 

David Christian Steinepreis appointed a director on 12 July 2007 and continues in 

office at the date of this report. 

Gary Christian Steinepreis appointed a director on 12 July 2007 and continues in 

office at the date of this report. 

Patrick Nicolas Burke appointed a director on 12 July 2007 and continues in office 

at the date of this report. 

Stephen Lowe appointed a director on 12 July 2007 and continues in office at the 

date of this report. 

COMPANY SECRETARY 

The company secretary is Gary Steinepreis. Mr Steinepreis was appointed to the 

position of company secretary on 12 July 2007. Mr Steinepreis is also a director of 

the Company and information on him and his qualifications are included under the 

information on directors. 

PRINCIPAL ACTIVITIES 

The principal continuing activity of the Company is mineral exploration. 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS 

Proposed Transaction 

Croesus has an opportunity to secure major nickel assets through two 

interdependent transactions. On 9 June 2009 the Company announced that it 

had entered agreements with Apex Nickel Australia Pty Ltd, a wholly owned 

subsidiary of, Apex Minerals NL, Carey Minerals Pty Ltd and entities 

associated with Mark Creasy with the purpose of exploiting their respective 

interests in various nickel exploration assets located in Western Australia. 

At the same time, the Company proposes to undertake a significant capital raising to 

fund an initial exploration program and to provide working capital. 

Key elements of the Proposed Transaction 

1 The Company will acquire Apex Nickel’s 80% interest and Carey Minerals's 

20% interest in the Apex Nickel-Carey Minerals joint venture. This joint 

venture has the right to earn a 70% interest in both the 2006 Lawlers Nickel 

joint venture (Lawlers 1 Project) and the separate 2008 Lawlers Nickel joint 

venture (Lawlers 2 Project) which covers separate ground, together with 100% 

of certain nickel exploration tenements ("Apex Nickel Assets"). 


SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS (continued) 

Proposed Transaction (continued) 

Key elements of the Proposed Transaction (continued) 




2 The Company will acquire a 70% interest in certain mineral tenements and 

split commodity rights to be assigned by the Creasy Related Entities ("Creasy 

Assets") and will enter into joint ventures with the Creasy Related Entities to 

explore and exploit these assets. 

3 The Company will carry out an equity capital raising with a minimum of $5 

million and maximum of $7 million. On 11 June 2009 the Company 

announced it had received commitments for an equity raising of $7 million, 

which is subject to Shareholder approval. 

4 The Board will be restructured with Dr Mark Bennett being appointed as 

Managing Director and Jeffrey Foster being appointed as a non-executive 

Director. Each of the existing Directors of the Company will retire except for 

Mr Stephen Lowe, who will be appointed as the non-executive Chairman. 

The Company intends to grant 39,000,000 options to the new board and 

consultants being 15,000,000 options to Mr Mark Bennett, 6,000,000 options 

to Mr Jeffrey Foster, 6,000,000 options to Mr Stephen Lowe and a further 

12,000,000 options to various consultants by way of incentive for 

performance. The options are intended to be granted once uncertainty 

regarding the taxation of employee style options is resolved and the grant of 

options to the new board will be subject to shareholder approval at a 

subsequent meeting of the Company. 

5 The name of the Company will be changed to Sirius Resources NL. 

Conditions Precedent 

Completion of the transactions is subject to the satisfaction of various 

conditions precedent including third party joint venture approvals (where 

necessary), ministerial approvals (where necessary), shareholder approval by 

the Company, confirmation from ASX that ASX Listing Rule 11.1.3 does not 

apply (which has been received), completion of the capital raising and the 

Company ensuring that business conditions are not breached (such as there 

being no material adverse change pending completion of the transaction). 

Apex and Carey Minerals Asset Acquisition 

By a combination of the Apex Nickel Transaction and the Carey Minerals 

Transaction the Company will acquire a 100% interest in the Apex Nickel- 

Carey Minerals joint venture. 

The consideration payable or to be issued by the Company to acquire the 

Apex Nickel Assets and the Carey Minerals Assets is: 







Apex and Carey Minerals Asset Acquisition (continued) 

a) $1 million in cash to Apex Nickel and $250,000 cash to Carey Minerals. 

b) 66,666,667 shares to Apex Nickel and 16,666,667 shares to Carey Minerals at 

a deemed issue price of 0.85 cents per share. 

c) 600,000,000 options to Apex Nickel and 150,000,000 options to Carey 

Minerals, by which options the holder may subscribe for shares at an exercise 

price of 3 cents each and exercisable at any time up to the date which is five 

years after the date of issue. 

Creasy Asset Acquisition 

The Company will acquire a 70% interest in various tenements and mineral 

rights owned by Creasy Related Entities and will enter into joint ventures to 

explore and exploit the assets with the relevant Creasy Related Entities. 

There are 3 tenement groups involved in the Creasy transaction. Each of the 

tenements is currently 100% owned by the relevant Creasy Related Entity. 

The Company acquires the following interests in the 3 projects: 

Fraser Range Project – 70% interest in the nickel, copper, cobalt, zinc, lead and 

platinum group metals and by-products pursuant to the terms of a split commodity 

agreement. The remaining 30% interest in the Base Metal Rights is held by the 

Creasy Related Entities. The ownership of the tenements remains with the Creasy 

Related Entities. 

Youanmi Project – 70% interest in the tenements with the remaining 30% being held 

by the Creasy Related Entities. The Creasy Related Entities retain all rights to iron, 

vanadium and titanium mineralisation pursuant to the terms of a split commodity 

agreement. 

Collurabbie Project – 70% interest in the tenements, which includes all minerals, 

with the remaining 30% being held by the Creasy Related Entities. 

The consideration payable by Croesus to acquire the interest in the Creasy Assets 

consists of: 

1 The reimbursement to Creasy of past expenditure on the Creasy Assets in an 

amount of $2,266,667 to be satisfied by the issue by Croesus to Creasy of 

266,666,667 fully paid ordinary shares at an issue price of 0.85 cents per share 

(representing consideration of $2,266,667); and 

2 Creasy will be free carried from contribution to joint venture expenditure until 

a decision to mine. 







Capital Raising 

The Company proposes to raise between a minimum of $5 million and a maximum of 

$7 million at a price, subject to market conditions, of 0.85 cents per share. On this 

basis there will be an issue of between 588,235,294 shares (at minimum subscription) 

and 823,529,412 shares (at maximum subscription). On 11 June 2009 the Company 

announced it had received commitments for an equity raising of $7 million, which is 

subject to Shareholder approval. 

The Company has engaged Blackwood Capital Limited (AFSL 224221) as placement 

agent to raise moneys in respect of the Capital Raising. A placement fee is payable 

to Blackwood Capital. The placement fee is an amount of 6% of the proceeds raised 

plus the issue of a total of 5,000,000 Options to Blackwood Capital with an ascribed 

fair value of $28,000 and expensed against share equity as a capital raising cost. 

The offer by the Company will be made to investors that do not need disclosure by a 

prospectus under section 708 of the Corporations Act. 

Directors’ Recommendation 

The transactions constitute a significant increase in the scale of activities undertaken 

by the Company. The proposed restructure will position the Company with a highly 

prospective portfolio of exploration tenements. The funds raised will also allow the 

Company to conduct an initial phase of exploration and evaluation. The proposed 

new Board has a blend of commercial, financial and technical expertise that will allow 

the Company the opportunity to fully evaluate the new tenement portfolio and take 

advantage of any corporate opportunities that may arise in the future. Shareholders 

should be aware that the Company will be subject to a number of risks if the 

transactions are completed. Given that the Company is a mineral resource 

exploration company, a number of the risk factors are not new to the Company. 

Other than Mr Stephen Lowe (who abstains from making a recommendation), the 

current Directors (David Steinepreis, Gary Steinepreis and Patrick Burke) are 

independent of the vendors of the Transactions. These independent Directors 

consider that the Project is in the best interests of the Company and recommend that 

Shareholders vote in favour of the acquisition. 

REVIEW OF OPERATIONS 

Polar Bear Tenements 

During the year the Company reviewed mining information related to historical work 

carried out on the tenements, reviewed work carried out at Polar Bear by Platina 

Resources Limited and met with the joint venture partners to discuss exploration 

going forward particularly with respect to work to be carried out once the current 

work program is completed. 

In April 2009, Platina advised the joint venture parties, Plutonic Operations Limited 

and the Company, that it was withdrawing from the joint venture with effect from 1 

July 2009. The Company intends to continue to explore the Polar Bear Tenements, 

specifically for nickel, under its joint venture with Plutonic. 





REVIEW OF OPERATIONS (continued) 

Royalties 

The Company continued its review of its royalty portfolio. This process is ongoing 

and involves determining whether any tenements over which it holds royalties are or 

are likely to be the subject of mining activity and if so duly claiming and protecting 

the Company’s royalties arising from such mining activities. 

Operating Result 

The loss from continuing operations for the financial year after providing for income 

tax amounted to $543,205 (2008: $451,472). The profit from discontinued operations 

for the financial year after providing for income tax amounted to $Nil (2008: 

$15,444,883). Additional information on the operations and financial position of the 

Company and its business strategies and prospects is set out in this Directors’ report 

and the financial report. 

Dividends 

No dividends were paid or proposed to be paid to members during the financial year. 

Financial Position 

The Company has sufficient funds to meet its commitments as and when they fall due 

and following the completion of the proposed capital raising will have further funding 

sufficient to meet its additional commitments resulting from the proposed acquisition, 

as outlined above, assuming shareholder approval to acquire the asset is given at the 

general meeting of shareholders to be held 17 August 2009. 

After Balance Date Events 

Other than as detailed above under the heading “Proposed Transaction” there has been 

no matter or circumstance that has arisen that has significantly affected, or may 

significantly affect: 

1. the Company’s operations in future financial years, or 

2. the results of those operations in future financial years, or 

3. the Company’s state of affairs in future financial years. 

Future Developments, Prospects and Business Strategies 

The Company’s business strategies and prospects for growth in future financial years 

have not been included in this report, as the inclusion of this information is likely to 

result in an unreasonable prejudice to the Company. 

Environmental Issues 

The Company’s operations are subject to the environmental regulation under the laws 

of the Commonwealth and State of Western Australia. The Board is of the view that 

all requirements have been met. 





INFORMATION ON CURRENT DIRECTORS 

David Christian Steinepreis (Non-executive Chairman, age 52) 

Experience and Expertise 

Mr Steinepreis is a Chartered Accountant and former partner of an international 

accounting firm where he specialised in strategic corporate advice and taxation for 

listed companies. He entered commerce as a director, adviser and major shareholder 

of a number of listed companies in the gold, diamonds, oil and new mining 

technology sectors. 

Mr Steinepreis has been a resident of the United Kingdom since 2006. He is a nonexecutive 

director of Norseman Gold plc which is listed on AIM and ASX. He is also 

managing director of North River Resources plc which is listed on AIM and a director 

of Black Fire Energy Limited, Southern Pacific Petroleum NL, Atom Energy Limited 

and Monto Minerals Limited (subject to deed of company arrangement), companies 

listed on the ASX. Mr Steinepreis is chairman of Ascent Capital Holdings Pty Ltd and 

a 50% beneficial shareholder. 

Other Current Directorships 

Non-Executive Director, Norseman Gold Plc since 2 March 2005; 

Non-Executive Chairman, Black Fire Energy Ltd since 29 November 2006; 

Non-Executive Chairman, Southern Pacific Petroleum NL since 11 October 2007; 

Non-Executive Chairman, Atom Energy Limited since 27 November 2008; and 

Non-Executive Director, Monto Minerals Ltd (subject to a deed of company 

arrangement) since 26 June 2009. 

Former Directorships in the Last Three Years 

WAG Limited 2 November 2006 to 13 March 2008; 

Toodyay Resources Limited 22 December 2005 to 15 October 2007; 

RMG Limited 31 January 2006 to 28 September 2007; 

Avalon Minerals Limited 18 December 2006 to 15 January 2007; 

Gawler Resources Limited 17 May 2006 to 1 March 2007; 

Signature Brands Limited 1 June 2006 to 20 February 2007; and 

Monitor Holdings Limited 16 April 2004 to 13 June 2007. 

Special Responsibilities 

Chairman of the Board 

Interests in Shares and Options 

Shares 43,000,000 

Options 11,500,000 





INFORMATION ON CURRENT DIRECTORS (continued) 

Gary Christian Steinepreis (Executive director, age 43) 


Mr Steinepreis holds a Bachelor of Commerce degree from the University of Western 

Australia and is a Chartered Accountant. He provides corporate, management and 

accounting advice to a number of companies involved in the resource, technology and 

leisure industries. 


Non-Executive Director Norseman Gold Plc appointed 30 March 2006 resigned 11 

September 2006 and reappointed 3 December 2007; 

Executive Director, Southern Pacific Petroleum NL since 11 October 2007; 

Non-Executive Director, WAG Limited since 2 November 2006; 

Non-Executive Director, Avalon Minerals Ltd since 20 December 2006; 

Executive Director, Black Fire Energy Ltd since 29 November 2006; 

Non-Executive Director, RMG Limited since 31 January 2006; 

Executive Director, Monto Minerals Limited (subject to a deed of company 

arrangement) since 26 June 2009; and 

Executive Director, Agri Energy Limited (subject to a deed of company arrangement) 

since 22 June 2009. 


Toodyay Resources Limited 22 December 2005 to 23 October 2007; 

Gawler Resources Ltd 17 May 2006 to 27 November 2007; 

GB Energy Limited 13 March 2006 to 29 August 2007; 

Monitor Holdings Limited 16 April 2004 to 18 January 2007; 

Karmelsonix Limited 18 August 2003 to 21 November 2006; and 

Signature Brands Ltd 1 June 2006 to 27 November 2008. 


Company Secretary 


Shares 64,000,000 

Options 11,500,000 


INFORMATION ON CURRENT DIRECTORS (continued) 

Patrick Burke (Executive director, age 40) 





Patrick Burke holds a Bachelor of Laws degree from the University of Western 

Australia. He has approximately fifteen years experience working in law firms and 

companies in Australia and Ireland. His expertise is in corporate, commercial and 

securities law with an emphasis on capital raisings and mergers and acquisitions. He 

contributes general corporate and legal skills along with a strong knowledge of the 

Australian Stock Exchange requirements. 


Executive Director, Southern Pacific Petroleum NL since 11 October 2007; 

Executive Director, WAG Limited since 20 December 2006; 

Executive Director, Monto Minerals Limited (subject to a deed of company 

arrangement), since 26 June 2009; and 

Executive Director, Agri Energy Limited (subject to a deed of company arrangement) 

since 22 July 2009. 


Signature Brands Limited 1 June 2006 to 20 February 2007. 


None 


Shares 8,000,000 

Options 2,000,000 

Stephen John Lowe (Executive director, age 48) 


Stephen Lowe is a taxation specialist with over 15 years experience consulting to a 

wide range of corporate and private clients on a broad range of taxation issues 

including mining, international matters, GST and CGT. His qualifications include a 

Bachelor of Business, Post-Graduate Diploma in Advanced Taxation and a Master of 

Taxation from the University of New South Wales. He is a Fellow of the Taxation 

Institute of Australia and a Member of the Australian Institute of Company Directors. 


Non-Executive Director, Apex Minerals NL since 31 October 2001. 


None 


Shares 3,872,760 

Options NIL 





MEETINGS OF DIRECTORS 

There were three meetings of the Company’s board of directors held during the year 

ended 30 June 2009. Due to the size of the Company and the nature of its operations 

management decisions required to be made by the board are undertaken by way of 

directors’ resolutions signed by all of the directors. 

Name of Director Number of Meetings - A Number of Meetings - B 

Gary Steinepreis 3 3 

Patrick Burke 3 3 

David Steinepreis 3 3 

Steve Lowe 2 2 

A = Number of meetings attended 

B = Number of meetings held during the time the director held office during the year 

and that he was able to attend 

REMUNERATION REPORT 

The principles adopted have been approved by the current board of the Company. 

The remuneration report is set out under the following main headings: 

(1) Principles used to determine the nature and amount of remuneration 

(2) Details of remuneration 

(3) Service agreements 

(4) Share-based compensation 

The information provided under headings 1 to 4 above includes remuneration 

disclosures that are required under Accounting Standard AASB 124, Related Party 

Disclosures. 

1 Principles used to determine the nature and amount of remuneration 

The objective of the Company’s executive reward framework is to ensure reward for 

performance is competitive and appropriate for the results delivered. The framework 

aligns executive reward with achievement of strategic objectives and the creation of 

value for shareholders, and conforms to market best practice for delivery of reward. 

The Board ensures that executive reward satisfies the following key criteria for good 

reward governance practices: 

(i) competitiveness and reasonableness; 

(ii) acceptability to shareholders; 

(iii) performance linkage / alignment of executive compensation; 

(iv) transparency; and 

(v) capital management. 





REMUNERATION REPORT (continued) 

(1) Principles used to determine the nature and amount of remuneration 

(continued) 

The Company has structured an executive remuneration framework that is market 

competitive and complimentary to the reward strategy of the organisation. 

Alignment to shareholders’ interests: 

(i) focuses on sustained growth in shareholder wealth; and 

(ii) attracts and retains high calibre executives. 

Alignment to program participants’ interests: 

(i) rewards capability and experience; and 

(ii) provides a clear structure for earning rewards. 

Executive and Non - Executive Directors 

Fees and payments to Directors reflect the demands which are made on, and the 

responsibilities of, the Directors. Directors’ fees and payments are reviewed annually 

by the Board. The Board also ensures that Directors’ fees and payments are 

appropriate and in line with the market. The Chairman’s fees are determined together 

with those of the Directors. Directors do not receive share based payments as part of 

their compensation package. There are no retirement allowances or other benefits paid 

to Directors. 

2 Details of Remuneration 

The amount of remuneration of the Directors of Croesus Mining NL (as defined in 

AASB 124 Related Party Disclosures) is set out below. 

During the financial year there were no key management personnel other than the 

Directors. 

Short term Superannuation Share based Total 

Directors 

payments payments payments 

2009 $ $ $ $ 

D Steinepreis 46,000 - - 46,000 

G Steinepreis 46,000 - - 46,000 

P Burke 46,000 - - 46,000 

S Lowe 46,000 - - 46,000 

184,000 - - 184,000 





REMUNERATION REPORT (continued) 

2 Details of Remuneration (continued) 

Short term Superannuation Share based Total 

Directors 

payments payments payments 

2008 $ $ $ $ 

D Steinepreis 72,500 - - 72,500 

G Steinepreis 72,500 - - 72,500 

P Burke 35,000 - - 35,000 

S Lowe 10,732 - - 10,732 

M Kiernan - - - - 

D Macoboy - - - - 

A Quadrio - - - - 

R Carey - - - - 

190,732 - - 190,732 

Leisurewest Consulting Pty Ltd an entity associated with Gary Steinepreis was paid 

fees in the amount of $46,000 (2008:$10,000) for providing corporate management 

services to the Company. 

Ord Street Services an entity associated with David Steinepreis was paid fees in the 

amount of $46,000 (2008:$10,000) for providing corporate management to the 

Company in relation to assessing overseas projects and general services. 

In 2008, Ascent Capital Holdings Pty Ltd a company owned 50% by David 

Steinepreis and 50% by Gary Steinepreis was paid fees in the amount of $125,000 for 

providing corporate management services to the Company and for the purpose of the 

2008 remuneration report $62,500 was allocated to David Steinepreis and $62,500 to 

Gary Steinepreis.” 

Pat Burke was paid fees in the amount of $46,000 (2008:$35,000) for the provision of 

corporate management services in the running of the Company. 

MKT Taxation Advisors an entity associated with Stephen Lowe was paid fees in the 

amount of $46,000 (2008:$10,732) for the provision of the services of Stephen Lowe 

in undertaking corporate management responsibilities of the Company. 

3 Service Agreements 

There are no employment contracts with Directors. As at the date of this report there 

are no executives or key management personnel, other than the Directors, engaged by 

the Company. Directors serve on a month to month basis and there are no termination 

payments payable. 

4 Share-Based Compensation 

There was no performance-based remuneration paid to Directors during the financial 

year. 





INDEMNIFYING OF OFFICERS OR AUDITOR 

The Company does not currently have directors and / or officers or auditor insurance. 

No insurance to cover the prospective liability of Directors and / or officers or 

auditors was paid during the financial year. 

OPTIONS 

At the date of this report the unissued ordinary shares of Croesus Mining NL under 

Option are as follows: 

Grant Date Expiry Date Exercise Price Number Under Option 

30 April 2008 31 December 2009 $0.01 50,000,000 

No shares were issued during or since the end of the financial year on the exercise of 

options. No person entitled to exercise the option had or has any rights by virtue of 

the option to participate in any share issue of any other body corporate. 

EMPLOYEE SHARES 

As at 30 June 2009 there were 866 shares payable at $2.85 which remain unconverted 

to ordinary shares. Employee shares are not recognised in the accounts until 

conversion. 

PROCEEDINGS ON BEHALF OF THE COMPANY 

No person has applied to the court under section 237 of the Corporations Act 2001 for 

leave to bring proceedings on behalf of the Company, or to intervene in any 

proceedings to which the Company is a party, for the purpose of taking responsibility 

on behalf of the Company for all or part of those proceedings. No proceedings have 

been brought or intervened in on behalf of the Company with leave of the court under 

section 237 of the Corporations Act 2001. 

AUDITOR 

WHK Horwath continues in office in accordance with section 327 of the 

Corporations Act 2001. 

Non-Audit Services 

There were no non-audit services provided by the auditors during the financial year, 

however the Company may in the future decide to employ the auditor on assignments 

additional to their statutory audit duties where the auditors’ expertise and experience 

with the Company are important. 

The board of directors are satisfied that the provision of any non-audit services during 

future periods will be compatible with the general standard of independence for 

auditors’ imposed by the Corporations Act 2001. 

Audit Services 

During the financial year $24,200 (2008:$24,500) was paid or is payable for audit 

services provided by the auditors. 





AUDITOR (continued) 

Auditors’ Independence Declaration 

A copy of the auditors’ independence declaration as required under section 307C of 

the Corporations Act 2001 is set out on page 24 of the annual report. 

CORPORATE GOVERNANCE 

The directors of the Company support and adhere to the principles of corporate 

governance, recognising the need for the highest standard of corporate behaviour and 

accountability. A review of the Company’s corporate governance practices was 

undertaken subsequent to the end of the year. Please refer to the corporate governance 

statement included with this report. 

Signed in accordance with a resolution of the board of directors. 


Director 

West Perth 

17 August 2009 





For the year ended 30 June 2009 

Contents 


Page 

Income Statement 26 

Balance Sheet 27 

Statement of Changes in Equity 28 

Cash Flow Statement 29 

Notes to the Financial Statements 30 

Directors’ Declaration 52 

Corporate Governance Statement 53 

Independent Audit Report to the Members 55 

The financial report is presented in Australian currency. 

The financial report covers Croesus Mining NL as an individual entity only. Croesus 

Mining NL is a Company limited by shares, incorporated and domiciled in Australia. 

Its registered office and principal place of business is: 




A description of the nature of the Company’s operations and its principal activities is 

included in the review of operations and activities in the Directors’ report. The 

Directors’ report does not form part of this financial report. 

The financial report was authorised for issue by the Directors on 17 August 2009. The 

Company has the power to amend and reissue the financial report. 

The Company has ensured and continues to ensure that its corporate reporting is 

timely, complete and available. 



Income Statement 


Notes 

2009 

$ 

2008 

$ 

Revenue 5 75,466 28,299 

Expenses 6 (618,671) (479,771) 

Loss before income tax (543,205) (451,472) 

Income tax expense 8 - - 

Loss from continuing operations (543,205) (451,472) 

Profit from discontinued operations 7 - 15,444,883 

Total profit for the year from 

discontinued operations - 15,444,883 

Profit / (loss) for the year (543,205) 14,993,411 

Profit / (loss) attributable to the 

members of Croesus Mining NL (543,205) 14,993,411 

Overall operations Cents Cents 

Basic profit / (loss) per share 22 (0.12) 15.77 

Diluted profit / (loss) per share 22 (0.12) 14.17 

Continuing operations 

Basic loss per share 22 (0.12) (0.47) 

Diluted loss per share 22 (0.12) (0.47) 

Discontinued operations 

Basic profit per share - 16.24 

Diluted profit per share - 14.59 

The above income statement should be read in conjunction with the accompanying 

notes. 



Balance Sheet 

As at 30 June 2009 


$ 

2008 

$ 

Notes 

ASSETS 

Current assets 

Cash and cash equivalents 9 1,322,475 1,834,906 

Trade and other receivables 10 29,868 43,100 

Total current assets 1,352,343 1,878,006 

Total assets 1,352,343 1,878,006 

LIABILITIES 

Current liabilities 

Trade and other payables 11 59,976 42,303 

Total current liabilities 59,976 42,303 

Net assets 1,292,367 1,835,703 

EQUITY 

Issued capital 12 107,922,583 107,922,714 

Option reserve 13 1,000 1,000 

Accumulated losses (106,631,216) (106,088,011) 

Total equity 1,292,367 1,835,703 

The above balance sheet should be read in conjunction with the accompanying notes. 



Statement of Changes in Equity 


2008 

Ordinary Option Accumulated Total 

shares reserve losses 

$ $ $ $ 

Balance 1 July 2007 104,836,539 - (121,081,422) (16,244,883) 

Shares issued 3,200,000 - - 3,200,000 

Options issued - 1,000 - 1,000 

Transaction costs (113,825) - - (113,825) 

Profit for the year - - 14,993,411 14,993,411 

Balance 30 June 2008 107,922,714 1,000 (106,088,011) 1,835,703 


Balance 1 July 2008 107,922,714 1,000 (106,088,011) 1,835,703 

Transaction costs (131) - - (131) 

Loss for the year - - (543,205) (543,205) 

Balance 30 June 2009 107,922,583 1,000 (106,631,216) 1,292,367 

The above statement of changes in equity should be read in conjunction with the 

accompanying notes. 



Cash Flow Statement 


Cash flows from operating activities 

Notes 


$ 

2008 

$ 

Receipts - 3,459 

Interest received 75,466 37,554 

GST refund received 78,558 63,898 

Payments to suppliers and employees (663,459) (1,815,376) 

Net cash used in operating activities 20 (509,435) (1,710,465) 

Cash flows from investing activities 

Proceeds from investments - 2,031,707 

Proceeds from convertible notes - 14,619,595 

Net cash (used in) provided by investing 

activities - 16,651,302 

Cash flows from financing activities 

Proceed from the issue of securities - 3,201,000 

Costs associated with the issue of securities (2,996) (110,960) 

Payment pursuant to a deed of company 

arrangement - (800,000) 

Repayment of borrowings (net) - (16,069,317) 

Net cash used in financing activities (2,996) (13,779,277) 

Net (decrease) / increase in cash and cash 

equivalents (512,431) 1,161,560 

Cash and cash equivalents at the beginning 

of the financial year 1,834,906 673,346 

Cash and cash equivalents at the end of 

the financial year 9 1,322,475 1,834,906 

The above cash flow statement should be read in conjunction with the accompanying 

notes. 



Notes to the Financial Statements 


Contents of the Notes to the Financial Statements 

Note 

1. Statement of significant accounting policies 

2. Financial risk management 

3. Critical accounting estimates, judgements and assumptions 

4. Segment information 

5. Revenue 

6. Expenses 

7. Profit / (loss) from discontinued operations 

8. Income tax expense 

9. Current assets - Cash and cash equivalents 

10. Trade and other receivables 

11. Current liabilities - Trade and other payables 

12. Issued capital 

13. Nature and purpose of reserves 

14. Dividends 

15. Key management personnel disclosures 

16. Remuneration of auditors 

17. Commitments 

18. Related party transactions 

19. Events occurring after the balance sheet date 

20. Reconciliation of loss after income tax to net 

cash used in operating activities 

21. Non-cash investing and financing activities 

22. Loss per share 

23. Statement of compliance 

24. Joint Ventures 

25. Contingent liabilities 





1 Statement of significant accounting policies 

This financial report includes the financial statements and notes of Croesus Mining 

NL a listed public limited entity. 

(a) Basis of preparation 

The financial report is a general purpose financial report that has been prepared in 

accordance with Australian Accounting Standards, Australian Accounting 

Interpretations, other authoritative pronouncements of the Australian Accounting 

Standards Board and the Corporations Act 2001. 

Australian Accounting Standards set out accounting policies that the AASB has 

concluded would result in a financial report containing relevant and reliable 

information about transactions, events and conditions to which they apply. 

Compliance with Australian Accounting Standards ensures that the financial 

statements and notes also comply with International Financial Reporting Standards. 

Material accounting policies adopted in the preparation of this financial report are 

presented below. They have been consistently applied unless otherwise stated. 

The financial report has been prepared on an accruals basis and is based on historical 

costs, modified, where applicable, by the measurement at fair value of selected non – 

current assets, financial assets and financial liabilities. 

(b) 

Revenue Recognition 

Interest income is recognised on a time proportion basis using the effective interest 

method. 

(c) 

Income Tax 

The income tax expense or revenue for the period is the tax payable on the current 

period’s taxable income based on the national income tax rate for each jurisdiction 

adjusted by changes in deferred tax assets and liabilities attributable to temporary 

differences between the tax bases of assets and liabilities and their carrying amounts 

in the financial statements, and to unused tax losses. 

Deferred tax assets and liabilities are recognised for temporary differences at the tax 

rates expected to apply when the assets are recovered or liabilities are settled, based 

on those tax rates which are enacted or substantively enacted for each jurisdiction. 

The relevant tax rates are applied to the cumulative amounts of deductible and 

taxable temporary differences to measure the deferred tax asset or liability. An 

exception is made for certain temporary differences arising from the initial 

recognition of an asset or a liability. 

No deferred tax asset or liability is recognised in relation to these temporary 

differences if they arose in a transaction, other than a business combination, that at the 

time of the transaction did not affect either accounting profit or taxable profit or loss. 

Deferred tax assets are recognised for deductible temporary differences and unused 

tax losses only if it is probable that future taxable amounts will be available to utilise 

those temporary differences and losses. 


1 Statement of significant accounting policies (continued) 




(c) Income Tax (continued) 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to 

offset current tax assets and liabilities and when the deferred tax balances relate to the 

same taxation authority. Current tax assets and tax liabilities are offset where the 

entity has a legally enforceable right to offset and intends either to settle on a net 

basis, or to realise the asset and settle the liability simultaneously. 

Current and deferred tax balances attributable to amounts recognised directly in 

equity are also recognised directly in equity. 

(d) Impairment of Assets 

At each reporting date, the Company 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. Impairment testing is performed annually for goodwill and 

intangible assets with indefinite lives. 

Where it is not possible to estimate the recoverable amount of an individual asset, the 

Company estimates the recoverable amount of the cash generating unit to which the 

asset belongs. 

(e) Cash and Cash Equivalents 

For cash flow statement presentation purposes, cash and cash equivalents includes 

cash on hand, deposits held at call with financial institutions, other short-term, highly 

liquid investments with original maturities of three months or less that are readily 

convertible to known amounts of cash and which are subject to an insignificant risk of 

changes in value. 

(f) Trade and Other Receivables 

Trade receivables are recognised initially at fair value and subsequently measured at 

amortised cost, less provision for doubtful debts. Trade receivables are due for 

settlement no more than 30 days from the date of recognition. 

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are 

known to be uncollectible are written off. 

A provision for doubtful receivables is established when there is objective evidence 

that the Company will not be able to collect all amounts due according to the original 

terms of receivables. The amount of the provision is the difference between the 

asset’s carrying amount and the present value of estimated future cash flows, 

discounted at the original effective interest rate. Cash flows relating to short-term 

receivables are not discounted if the effect of discounting is immaterial. The amount 

of the provision is recognised in the income statement. 






(g) 

Trade and Other Payables 

These amounts represent liabilities for goods and services provided to the Company 

prior to the end of financial year which are unpaid. The amounts are unsecured and 

are usually paid within 30 days of recognition. 

(h) 

Issued Capital 

Ordinary shares are classified as equity. Costs associated with capital raisings 

(exclusive of GST) directly attributable to the issue of new shares or options are 

shown in equity as a deduction from the proceeds. If the entity reacquires its own 

equity instruments, eg as the result of a share buy-back, those instruments are 

deducted from equity and the associated shares are cancelled. No gain or loss is 

recognised in the profit or loss and the consideration paid including any directly 

attributable costs associated with capital raisings (net of income taxes) is recognised 

directly in equity. 

(i) 

Earnings Per Share 

(i) Basic earnings per share 

Basic earnings per share is calculated by dividing the profit / (loss) attributable to 

equity holders of the Company, excluding any costs of servicing equity other than 

ordinary shares, by the weighted average number of ordinary shares outstanding 

during the financial year, adjusted for bonus elements in ordinary shares issued during 

the year. 

(ii) Diluted earnings per share 

Diluted earnings per share adjusts the figures used in the determination of basic 

earnings per share to take into account the after income tax effect of interest and other 

financing costs associated with dilutive potential ordinary shares and the weighted 

average number of shares assumed to have been issued for no consideration in 

relation to dilutive potential ordinary shares. 

(j) 

Goods and Services Tax 

Revenues, expenses and assets are recognised net of the amount of associated GST, 

unless the GST incurred is not recoverable from the taxation authority. In this case it 

is recognised as part of the cost of acquisition of the asset or as part of the expense. 

Receivables and payables are stated exclusive of the amount of GST receivable or 

payable. The net amount of GST recoverable from, or payable to, the taxation 

authority is included with other receivables or payables in the balance sheet. 

Cash flows are presented on a gross basis. The GST components of cash flows 

arising from investing or financing activities which are recoverable from, or payable 

to the taxation authority, are presented as operating cash flow. 






(k) Exploration and Evaluation Expenditure 

Exploration and evaluation 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 area have not yet reached a stage which 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. 

Costs of site restoration are provided over the life of the facility from when exploration 

commences and are included in the costs of that stage. Site restoration costs include 

the dismantling and removal of mining plant, equipment and building structures, waste 

removal and rehabilitation of the site in accordance with clauses of the mining permits. 

Such costs have been determined using estimates of future costs, current legal 

requirements and technology on a discounted basis. Any changes in the estimates for 

the costs are accounted for on a prospective basis. In determining the costs of site 

restoration, there is uncertainty regarding the nature and extent of the restoration due to 

community expectations and future legislation. Accordingly, the costs have been 

determined on the basis that the restoration will be completed within one year of 

abandoning the site. 

(l) Interest in Joint Ventures 

The Company’s share of assets, liabilities, revenue and expenses of joint venture 

operations are included in appropriate items of the income statement and balance sheet. 

The Company’s interests in joint venture entities are brought to account using the cost 

method. 

(m) 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. 






(m) Financial Instruments (continued) 

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 Company assesses whether there is objective evidence that 

a financial instrument has been impaired. In the case of available-for-sale financial 

instruments, a prolonged decline in the value of the instrument is considered to 

determine whether an impairment has arisen. Impairment losses are recognised in the 

income statement. 

(n) Provisions 

Provisions are recognised when the Company has a legal or constructive obligation, 

as a result of past events, for which it is probable that an outflow of economic benefits 

will result and that outflow can be reliably measured. 

(o) New Accounting Standards and Australian Accounting Interpretations 

Certain new accounting standards and Australian Accounting Interpretations have 

been published that are not mandatory for 30 June 2009 reporting periods. The 

company has assessed and determined that these new standards and interpretations do 

not currently apply. 

(p) 

Equity Settled Compensation 

The Company operates equity-settled share-based payment employee share and 

option schemes. The fair value of the equity to which employees become entitled is 

measured at grant date and recognised as an expense over the vesting period, with a 

corresponding increase to an equity account. The fair value of shares is ascertained as 

the market bid price. The fair value of options is ascertained using a Black–Scholes 

pricing model which incorporates all market vesting conditions. The number of shares 

and options expected to vest is reviewed and adjusted at each reporting date such that 

the amount recognised for services received as consideration for the equity 

instruments granted shall be based on the number of equity instruments that 

eventually vest. 





2 Financial Risk Management 

The Company’s financial instruments consist mainly of deposits with banks and 

accounts receivable and payable. 

The Company's activities expose it to a variety of financial risks; market risk 

(including fair value interest rate risk and price risk), credit risk, liquidity risk and 

cash flow interest rate risk. The Company's overall risk management program focuses 

on the unpredictability of financial markets and seeks to minimise potential adverse 

effects on the financial performance of the Company. Risk management is carried out 

by the board of directors under policies approved by the Board. The board identifies 

and evaluates financial risks and provides written principles for overall risk 

management. 

The main risks the Company is exposed to through its financial instruments are 

interest rate risk, liquidity risk, credit risk and price risk. 

Interest Rate Risk 

As the Company has no significant interest-bearing assets other than cash at bank, the 

Company’s income and operating cash flows are not materially exposed to changes in 

market interest rates. 


Financial Instruments 

(i) Financial assets 

Floating 

interest rate 

Fixed interest 

rate maturing in 

1 year or less 

Non-interest 

bearing 

Total 

Weighted 

average effective 

interest rate 

$ $ $ $ % 

Cash assets 1,322,475 - - 1,322,475 2.75 

Trade and other receivables - - 29,868 29,868 

Total financial assets 1,322,475 - 29,868 1,352,343 

(ii) Financial liabilities 

Trade and other payables - - 59,976 59,976 

Total financial liabilities - - 59,976 59,976 

2008 

Financial Instruments 

(i) Financial assets 

Floating 

interest 

rate 

Fixed interest 

rate maturing 

in 1 year or less 

Weighted 

average 

effective 

interest rate 

Non-interest 

bearing Total 

$ $ $ $ % 

Cash assets 1,834,906 - - 1,834,906 6.85 

Trade and other 

receivables - - 43,100 43,100 

Total financial assets 1,834,906 - 43,100 1,878,006 

(ii) Financial liabilities 

Trade and other payables - - 42,303 42,303 

Total financial liabilities - - 42,303 42,303 





2 Financial Risk Management (continued) 

Interest Rate Risk (continued) 

Trade and other payables are expected to be paid as 

follows: 


$ 

2008 

$ 

Less than 6 months 59,976 42,303 

6 months to a year - - 

1 to 5 years - - 

Over 5 years - - 

59,976 42,303 

Net Fair Values 

The net fair value of financial assets and liabilities are materially in line with their 

carrying values. 

Sensitivity Analysis – Interest Rate Risk 

The Company has performed a sensitivity analysis relating to its exposure to interest 

rate risk at the balance date. This sensitivity analysis demonstrates the effect on the 

current year results and equity which could result in a change in a change in interest 

rates. 

Change in loss: 


$ 

2008 

$ 

Increase by 1% 16,770 3,972 

Decrease by 1% (16,770) (3,972) 

Change in equity: 

Increase by 1% 16,770 3,972 

Decrease by 1% (16,770) (3,972) 

Liquidity Risk 

Prudent liquidity risk management implies maintaining sufficient cash to meet 

commitments as and when they fall due. 

Credit Risk 

The Company has no significant concentrations of credit risk. 

Price risk 

The Company is not exposed to commodity price risk. 

3 Critical Accounting Estimates, Judgements and Assumptions 

Estimates and judgements are continually evaluated and are based on historical 

experience and other factors, including expectations of future events that may have a 

financial impact on the entity and that are believed to be reasonable under the 

circumstances. 

No critical accounting estimates and/or assumptions have been made during the 

preparation of the financial report. 





4 Segment Information 

Business Segment 

The Company operates in the mineral exploration business segment. 

Geographical Segment 

The Company is domiciled in Australia and currently operates within Australia. 

5 Revenue 2009 

$ 

2008 

$ 

Interest received 75,466 28,299 

6 Expenses 2009 

$ 

2008 

$ 

Administration expenses (76,309) (148,132) 

Corporate compliance costs (109,972) (148,620) 

Audit fees (24,200) (24,500) 

Occupancy costs (75,932) (16,266) 

Corporate management fees (184,000) (133,750) 

Travel expenses (3,334) (8,503) 

Due diligence costs (137,284) - 

Exploration expenditure (7,640) - 

Total expenses (618,671) (479,771) 

7 Profit from discontinuing operations 


$ 

2008 

$ 

Discontinuing operations 

Interest received - 3,862 

Proceeds from Macquarie Bank - 2,376 

Deposit interest - 5,393 

GST refund received - 63,898 

Miscellaneous income - 1,083 

Debt defeasance pursuant to a deed of company 

arrangement - 17,745,845 

Provision for write-down of investments - (437,500) 

Interest paid - (190,852) 

Administrators fees - (385,159) 

Solicitors costs - (287,586) 

Administrative expenses - (90,557) 

Sundry expenses - (16,635) 

General operating costs - (29,769) 

Legal fees - (72,014) 

Administrators remuneration - (67,502) 

Payment pursuant to a deed of company arrangement - (800,000) 

- 15,444,883 





8 Income Tax Expense 


$ 

2008 

$ 

Recognised in the Income Statement 

Current tax - - 

Deferred tax - - 

Under (over) provided in prior years - - 

Total income tax expense per income statement - - 

Numerical reconciliation between tax expense and 

pre-tax net loss 

Net loss before tax (543,205) (451,472) 

Income tax benefit at 30% (162,962) (135,442) 

Increase in income tax due to: 

Current year tax losses not recognised 162,765 135,442 

Movement in unrecognised temporary differences 197 - 

- - 

Unrecognised deferred tax assets 


$ 

2008 

$ 

Deferred tax assets have not been recognised in 

respect of the following: 

Deductible temporary differences 154,234 153,998 

Tax revenue losses 3,294,673 3,131,908 

Tax capital losses 1,292,977 1,292,977 

4,741,884 4,578,884 

9 Current Assets – Cash and Cash 

Equivalents 


$ 

2008 

$ 

Cash at bank and in hand. These are interest bearing 

with a floating interest rate of 2.75% per annum 1,322,475 1,834,906 

10 Trade and Other Receivables 2009 

$ 

2008 

$ 

Goods and services tax refund due 29,868 43,100 

11 Current Liabilities 

Trade and Other Payables 


$ 

2008 

$ 

Trade and other payables 59,976 42,303 

These amounts generally arise from the usual operating activities of the Company. 

Collateral is not normally obtained. 

12 Issued Capital 

(a) Share Capital 2009 

Shares 


$ 

2008 

Shares 

2008 

$ 

Ordinary shares fully paid 449,150,615 107,922,583 449,150,615 107,922,714 





12 Issued Capital (continued) 

(a) Share Capital (continued) 

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. 

(b) Other Equity Securities 

(i) Employee Shares 

As at 30 June 2009 there were 866 shares payable at $2.85 which remain unconverted 

to ordinary shares. Employee shares are not recognised in the accounts until 

conversion. 

(ii) 

Options 

Grant Date Expiry Date Exercise Price Number 

30 April 2008 31 December 2009 $0.01 50,000,000 

No shares were issued during or since the end of the financial year on the exercise of 

options. No amounts are unpaid on any of the shares. No person entitled to exercise 

the option had or has any rights by virtue of the option to participate in any share 

issue of any other body corporate. 

(c) 

Movement in Ordinary Share Capital 


Date 

Details 

Number of 

shares 

Issue 

price 

Amount 

$ 

1 July 2008 Opening balance 449,150,615 107,922,714 

Transaction costs - (131) 

30 June 2009 Balance 449,150,615 107,922,583 

2008 

Date 

Details 

Number of 

shares 

Issue 

price 

Amount 

$ 

1 July 2007 Opening balance 362,330,744 104,836,539 

17 April 2008 Consolidation of 

capital (338,180,129) - 

24,150,615 104,836,539 

30 April 2008 Placement 140,000,000 .0025 350,000 

30 April 2008 Placement 279,500,000 .0100 2,795,000 

2 June 2008 Placement 5,500,000 .0100 55,000 

Transaction costs - (113,825) 

30 June 2008 Balance 449,150,615 107,922,714 

(d) 

Movement in Options 


Date 

Details 

Number of 

shares 

Issue 

price 

Amount 

$ 

1 July 2008 Opening balance 50,000,000 1,000 





30 June 2009 Balance 50,000,000 1,000 

12 Issued Capital (continued) 

(d) Movement in Options (continued) 

2008 

Date 

Details 

Number of 

shares 

Issue 

price 

Amount 

$ 

1 July 2007 Opening balance 36,057,690 - 

17 April 2008 Consolidation of 

capital (33,653,844) - 

2,403,846 - 

30 April 2008 Placement 50,000,000 .00002 1,000 

30 June 2008 Expired (2,403,846) - 

30 June 2008 Balance 50,000,000 1,000 

13 Nature and Purpose of Reserves 

Option reserve was used to record the funds received on the issue of options. 

14 Dividends 

There were no dividends recommended or paid during the financial year. 

15 Key Management Personnel Disclosures 

(a) Directors 

The following persons were Directors of Croesus Mining NL during the financial 

year: 

David Steinepreis 


Pat Burke 

Stephen Lowe 

(b) 

(i) 

Equity Instrument Disclosures Relating to Key Management Personnel 

Option holdings 


Director 

Balance at 

the start of 

the year 

Acquired 

during the 

year 

Disposed of 

during the 

year 

Balance at the 

end of the year 

David Steinepreis 11,500,000 - - 11,500,000 

Gary Steinepreis 11,500,000 - - 11,500,000 

Pat Burke 2,000,000 - - 2,000,000 

Stephen Lowe - - - - 

25,000,000 - - 25,000,000 

All options are vested and exercisable at the end of the year. There were no options 

granted during the reporting period as compensation. 





15 Key Management Personnel Disclosures (continued) 

(b) Equity Instrument Disclosures Relating to Key Management Personnel 

(continued) 

(i) Option holdings (continued) 

2008 

Director 

Balance at 

the start of 

the year 

Acquired 

during the 

year 

Disposed of 

during the 

year 

Balance at the 

end of the year 

David Steinepreis - 12,500,000 (1,000,000) 11,500,000 

Gary Steinepreis - 12,500,000 (1,000,000) 11,500,000 

Pat Burke - 2,000,000 - 2,000,000 

Stephen Lowe - - - - 

Michael Kiernan - - - - 

David Macoboy - - - - 

Allan Quadrio - - - - 

Raymond Carey - - - - 

- 27,000,000 (2,000,000) 25,000,000 

(ii) Share holdings 

The numbers of shares in the Company held during the financial year by each 

Director of Croesus Mining NL, including their personally related parties, are set out 

below: 


Balance at 

the start of 

the year 

Change due 

to exercise of 

options 

Other changes 

during the 

year 

Balance at 

the end of 

the year 

Directors 

David Steinepreis 43,000,000 - - 43,000,000 

Gary Steinepreis 64,000,000 - - 64,000,000 

Pat Burke 8,000,000 - - 8,000,000 

Stephen Lowe 3,872,760 - - 3,872,760 

118,872,760 - - 118,872,760 

There were no shares granted during the reporting period as remuneration. 

2008 

Balance at 

the start of 

the year 

Change due 

to exercise of 

options 

Other changes 

during the 

year 

Balance at 

the end of 

the year 

Directors 

David Steinepreis - - 43,000,000 43,000,000 

Gary Steinepreis - - 64,000,000 64,000,000 

Pat Burke - - 8,000,000 8,000,000 

Stephen Lowe - - 3,872,760 3,872,760 

Michael Kiernan 1,100,000 - (1,100,000) - 

David Macoboy - - - - 

Allan Quadrio - - - - 

Raymond Carey - - - - 

1,100,000 - 117,772,760 118,872,760 





16 Remuneration of Auditors 2009 

$ 

2008 

$ 

During the year the following fees were paid or 

payable for services provided by the auditor of the 

Company: 

Assurance Services 

Audit services - WHK Horwath 

Audit and review of financial reports under the 

Corporations Act 2001 24,200 24,500 

Total remuneration for audit services 24,200 25,000 

It is the Company’s policy to employ WHK Horwath on assignments additional to 

their statutory audit duties where WHK Horwath’s expertise and experience with the 

Company are important. 

These assignments are principally tax advice and due diligence reporting on 

acquisitions, or where WHK Horwath are awarded assignments on a competitive 

basis. It is the Company’s policy to seek competitive tenders for all major material 

consulting projects. During the year there were no non-audit services provided by the 

auditors of the Company. The board of directors are satisfied that the provision of any 

non-audit services during future periods will be compatible with the general standard 

of independence for auditors’ imposed by the Corporations Act 2001. 

17 Commitments 

Mineral Tenement Commitments – The Polar Bear Tenements 

In order to maintain current rights of tenure to mining tenements and to maintain the 

tenements in good standing certain obligations in respect of those tenement licences 

need to be met. In the forthcoming year those obligations are the responsibility of the 

joint venture partners and as the Company’s share of the joint venture is 20.62% its 

commitment is $69,267 (2008:$nil). These obligations are expected to be fulfilled in 

the normal course of operations. 

Annual Project Commitment 2009 

$ 

2008 

$ 

Project expenditure 292,743 - 

Annual tenement rent 43,177 - 

335,920 - 

Croesus Commitment – 20.62% 

Project expenditure 60,364 - 

Annual tenement rent 8,903 - 

69,267 

$ 

Croesus Commitment 

Within 12 months 69,267 

More than 12 months but less than 5 years 346,335 

Over 5 years 

69,267 Per annum 





18 Related Party Transactions 

Disclosures relating to key management personnel are set out in note 15 and in the 

Directors’ Report. 

(a) Transaction with Related Parties 

Leisurewest Consulting Pty Ltd an entity associated with Gary Steinepreis was paid 

fees in the amount of $46,000 for providing corporate management services to the 

Company. 

Ord Street Services an entity associated with David Steinepreis was paid fees in the 

amount of $46,000 for providing corporate management to the Company in relation to 

assessing overseas projects and general services, office rent in the amount of $42,000 

and a reimbursement of out of pocket office expenses of $33,932. There is no formal 

rental agreement between the Company and Ord Street Services. The Company 

occupy’s the premises on a month to month basis and on commercial terms. 

Pat Burke was paid fees in the amount of $46,000 for the provision of corporate 

management services in the running of the Company. 

MKT Taxation Advisors an entity associated with Stephen Lowe was paid fees for 

professional services in the amount of $57,900. They were also paid fees in the 

amount of $46,000 for the provision of the services of Stephen Lowe in undertaking 

corporate management responsibilities of the Company. 

(b) Outstanding Balances Arising from Sales / Purchases of Goods and 

Services 

There were no outstanding balances at the reporting date in relation to transactions 

with related parties. 

19 Events Occurring After the Balance Sheet Date 

Proposed Transaction 



had entered agreements with Apex Nickel, a wholly owned subsidiary of, 

Apex Minerals NL, Carey Minerals Pty Ltd and entities associated with Mark 

Creasy with the purpose of exploiting their respective interests in various 

nickel exploration assets located in Western Australia. 

At the same time, the Company proposes to undertake a significant capital raising to 

fund an initial exploration program and to provide working capital. 

Key elements of the Proposed Transaction 

1 The Company will acquire Apex Nickel’s 80% interest and Carey Minerals's 

20% interest in the Apex Nickel-Carey Minerals joint venture. This joint 

venture has the right to earn a 70% interest in both the 2006 Lawlers Nickel 

joint venture (Lawlers 1 Project) and the separate 2008 Lawlers Nickel joint 

venture (Lawlers 2 Project) which covers separate ground, together with 100% 

of certain nickel exploration tenements ("Apex Nickel Assets"). 





19 Events Occurring After the Balance Sheet Date (continued) 


Key elements of the Proposed Transaction (continued) 

2 The Company will acquire a 70% interest in certain mineral tenements and split 

commodity rights to be assigned by the Creasy Related Entities ("Creasy 

Assets") and will enter into joint ventures with the Creasy Related Entities to 

explore and exploit these assets. 

3 The Company will carry out an equity capital raising with a minimum of $5 

million and maximum of $7 million. On 11 June 2009 the Company announced 

it had received commitments for an equity raising of $7 million, which is subject 

to Shareholder approval. 

4 The Board will be restructured with Dr Mark Bennett being appointed as 

Managing Director and Jeffrey Foster being appointed as a non-executive 

Director. Each of the existing Directors of the Company will retire except for 

Mr Stephen Lowe, who will be appointed as the non-executive Chairman. 

The Company intends to grant 39,000,000 options to the new board and 

consultants being 15,000,000 options to Mr Mark Bennett, 6,000,000 options to 

Mr Jeffrey Foster, 6,000,000 options to Mr Stephen Lowe and a further 

12,000,000 options to various consultants by way of incentive for performance. 

The options are intended to be granted once uncertainty regarding the taxation 

of employee style options is resolved and the grant of options to the new board 

will be subject to shareholder approval at a subsequent meeting of the 

Company. 

5 The name of the Company will be changed to Sirius Resources NL. 

Conditions Precedent 

Completion of the transactions are subject to the satisfaction of conditions precedent 

including third party joint venture approvals, ministerial approvals, shareholder 

approval, confirmation from ASX that ASX Listing Rule 11.1.3 does not apply (which 

has been received), completion of the capital raising and the Company ensuring that 

business conditions are not breached (such as there being no material adverse 

change pending completion of the transaction). 

Apex and Carey Minerals Asset Acquisition 

By a combination of the Apex Nickel and Carey Minerals Transactions the Company 

will acquire a 100% interest in the Apex Nickel-Carey Minerals joint venture. 

The consideration payable to acquire the Apex Nickel and Carey Minerals Assets is: 

a) $1 million in cash to Apex Nickel and $250,000 cash to Carey Minerals. 

b) 66,666,667 shares to Apex Nickel and 16,666,667 shares to Carey Minerals at 

a deemed issue price of 0.85 cents per share. 

c) 600,000,000 options to Apex Nickel and 150,000,000 options to Carey 

Minerals by which options the holder may subscribe for shares at an exercise 

price of 3 cents each and exercisable at any time up to the date which is five 

years after the date of issue. 







Creasy Asset Acquisition 

The Company will acquire a 70% interest in various tenements and mineral rights 

owned by Creasy Related Entities and will enter into joint ventures to explore and 

exploit the assets with the relevant Creasy Related Entities. There are 3 tenement 

groups involved in the Creasy transaction. Each of the tenements is currently 100% 

owned by the relevant Creasy Related Entity. 

The Company acquires the following interests in the 3 projects: 

Fraser Range Project – 70% interest in the nickel, copper, cobalt, zinc, lead and 

platinum group metals and by-products pursuant to the terms of a split commodity 

agreement. The remaining 30% interest in the Base Metal Rights is held by the 

Creasy Related Entities. The ownership of the tenements remains with the Creasy 

Related Entities. 

Youanmi Project – 70% interest in the tenements with the remaining 30% being held 

by the Creasy Related Entities. The Creasy Related Entities retain all rights to iron, 

vanadium and titanium mineralisation pursuant to the terms of a split commodity 

agreement. 

Collurabbie Project – 70% interest in the tenements, which includes all minerals, 

with the remaining 30% being held by the Creasy Related Entities. 

The consideration payable by Croesus to acquire the interest in the Creasy Assets 

consists of: 

1 The reimbursement to Creasy of past expenditure on the Creasy Assets in an 

amount of $2,266,667 to be satisfied by the issue by Croesus to Creasy of 

266,666,667 fully paid ordinary shares at an issue price of $0.0085 cents per 

share (representing consideration of $2,266,667); and 

2 Creasy will be free carried from contribution to joint venture expenditure until 

a decision to mine. 

Capital raising 

The Company proposes to raise between a minimum of $5 million and a maximum of 

$7 million at a price, subject to market conditions, of 0.85 cents per share. On this 

basis there will be an issue of between 588,235,294 shares (at minimum subscription) 

and 823,529,412 shares (at maximum subscription). 

The Company has engaged Blackwood Capital Limited (AFSL 224221) as placement 

agent to raise moneys in respect of the Capital Raising. A placement fee is payable 

to Blackwood Capital. The placement fee is an amount of 6% of the proceeds raised 

plus the issue of a total of 5,000,000 Options to Blackwood Capital with an ascribed 

fair value of $28,000 and expensed against share equity as a capital raising cost. 

The offer by the Company will be made to investors that do not need disclosure by a 

prospectus under section 708 of the Corporations Act. 






Other than the above there has been no matter or circumstance that has arisen that has 

significantly affected, or may significantly affect: 

1. the Company’s operations in future financial years, or 

2. the results of those operations in future financial years, or 

3. the Company’s state of affairs in future financial years. 

20 Reconciliation of Loss After Income Tax 

to Net Cash used in Operating Activities 


$ 

2008 

$ 

Profit / (loss) for the year (543,205) 14,993,411 

Provision for diminution of investment - 437,500 

Non-cash effect of deed of company arrangement - (10,628,077) 

Changes in operating assets and liabilities: 

Increase / (decrease) in trade and other payables 17,673 (749,787) 

Non-cash adjustment to cost of capital payable 2,865 (2,864) 

(Decrease) in provisions - (5,717,548) 

Decrease (increase) in receivables 13,232 (43,100) 

Net cash outflow from operating activities (509,435) (1,710,465) 

21 Non-Cash Investing and Financing Activities 

During the financial year there we no non-cash investing or financing activities. 

22 Loss Per Share 

(a) Reconciliation of Loss used in 

Calculating Loss Per Share 


$ 

2008 

$ 

Basic and diluted loss per share 

Loss attributable to the ordinary equity holders (543,205) (451,472) 

Profit from discontinued operations - 15,444,883 

Profit / (loss) attributable to the ordinary equity 

holders used in calculating basic and diluted loss 

per share (543,205) 14,993,411 

(b) 

Weighted Average Number of Shares 

Used as the Denominator 


Number 

2008 

Number 

Ordinary shares used as the denominator in 

calculating basic loss per share 

Ordinary shares used as the denominator in 

calculating diluted loss per share 

449,150,615 

449,150,615 

95,079,382 

105,839,393 

(c) 

Information Concerning the Classification of Securities 

Options are considered to be potential ordinary shares. 





23 Statement of Compliance 

New Accounting Standards for Application in Future Periods 

The financial report complies with Australian Accounting Standards, as issued by the 

Australian Accounting Standards Board. 

The following Australian Accounting Standards have been issued or amended and are 

applicable to the Company but are not yet effective. They have not been adopted in 

preparation of the financial statements at reporting date. 

i) AASB 3: Business Combinations, AASB 127: Consolidated and Separate 

Financial Statements, AASB 2008-3: Amendments to Australian Accounting 

Standards arising from AASB 3 and AASB 127 [AASBs 1,2,4,5,7,101,107, 

112, 114, 116, 121, 128, 131, 132, 133, 134, 136, 137, 138 & 139 and 

Interpretations 9 & 107] (applicable for annual reporting periods commencing 

from 1 July 2009) and AASB 2008-7: Amendments to Australian Accounting 

Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or 

Associate [AASB 1, AASB 118, AASB 121, AASB 127 & AASB 136] 

(applicable for annual reporting periods commencing from 1 January 2009). 

These standards are applicable prospectively and so will only affect relevant 

transactions and consolidations occurring from the date of application. In this 

regard, its impact on the Company will be unable to be determined. The 

following changes to accounting requirements are included: 

- acquisition costs incurred in a business combination will no longer be 

recognised in goodwill but will be expensed unless the cost relates to 

issuing debt or equity securities; 

- contingent consideration will be measured at fair value at the 

acquisition date and may only be provisionally accounted for during a 

period of 12 months after acquisition; 

- a gain or loss of control will require the previous ownership interests to 

be remeasured to their fair value; 

- there shall be no gain or loss from transactions affecting a parent’s 

ownership interest of a subsidiary with all transactions required to be 

accounted for through equity (this will not represent a change to the 

Group’s policy); 

- dividends declared out of pre-acquisition profits will not be deducted 

from the cost of an investment but will be recognised as income; 

- impairment of investments in subsidiaries, joint ventures and 

associates shall be considered when a dividend is paid by the 

respective investee; and 

- where there is, in substance, no change to Group interests, parent 

entities inserted above existing groups shall measure the cost of its 

investments at the carrying amount of its share of the equity items 

shown in the balance sheet of the original parent at the date of 

reorganisation. 





23 Statement of Compliance (continued) 

New Accounting Standards for Application in Future Periods (continued) 

The Company will need to determine whether to maintain its present accounting 

policy of calculating goodwill acquired based on the parent entity’s share of net assets 

acquired or change its policy so goodwill recognised also reflects that of the noncontrolling 

interest. 

ii) 

AASB 8: Operating Segments and AASB 2007-3: Amendments to 

Australian Accounting Standards arising from AASB 8 [AASB 5, 

AASB 6, AASB 102, AASB 107, AASB 119, AASB 127, AASB 134, 

AASB 136, AASB 1023 & AASB 1038] (applicable for annual 

reporting periods commencing from 1 January 2009). AASB 8 replaces 

AASB 114 and requires identification of operating segments on the 

basis of internal reports that are regularly reviewed by the Company’s 

Board for the purposes of decision making. While the impact of this 

standard cannot be assessed at this stage, there is the potential for more 

segments to be identified. Given the lower economic levels at which 

segments may be defined, and the fact that cash generating units 

cannot be bigger than operating segments, impairment calculations 

may be affected. Management does not presently believe impairment 

will result however. 

iii) AASB 101: Presentation of Financial Statements, AASB 2007-8: 

Amendments to Australian Accounting Standards arising from AASB 

101, and AASB 2007-10: Further Amendments to Australian 

Accounting Standards arising from AASB 101 (all applicable to annual 

reporting periods commencing from 1 January 2009). The revised 

AASB 101 and amendments supersede the previous AASB 101 and 

redefines the composition of financial statements including the 

inclusion of a statement of comprehensive income. There will be no 

measurement or recognition impact on the Company. If an entity has 

made a prior period adjustment or reclassification, a third balance sheet 

iv) 

as at the beginning of the comparative period will be required. 

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 & AASB 138 and 

Interpretations 1 & 12] (applicable for annual reporting periods 

commencing from 1 January 2009). The revised AASB 123 has 

removed the option to expense all borrowing costs and will therefore 

require the capitalisation of all borrowing costs directly attributable to 

the acquisition, construction or production of a qualifying asset. 

Management has determined that there will be no effect on the 

Company as a policy of capitalising qualifying borrowing costs has 

been maintained by the Company. 

v) AASB 2008-1: Amendments to Australian Accounting Standard – 

Share-based Payments: Vesting Conditions and Cancellations [AASB 

2] (applicable for annual reporting periods commencing from 1 

January 2009). 





23 Statement of Compliance (continued) 

New Accounting Standards for Application in Future Periods (continued) 

v) cont’d This amendment to AASB 2 clarifies that vesting conditions consist of 

service and performance conditions only. Other elements of a sharebased 

payment transaction should therefore be considered for the 

purposes of determining fair value. Cancellations are also required to 

be treated in the same manner whether cancelled by the entity or by 

another party. 

vi) 

AASB 2008-5: Amendments to Australian Accounting Standards 

arising from the Annual Improvements Project (July 2008) (AASB 

2008-5) and AASB 2008-6: Further Amendments to Australian 

Accounting Standards arising from the Annual Improvements Project 

(July 2008) (AASB 2008-6) detail numerous non-urgent but necessary 

changes to accounting standards arising from the IASB’s annual 

improvements project. No changes are expected to materially affect 

the Company. 

vii) AASB 2008-8: Amendments to Australian Accounting Standards – 

Eligible Hedged Items [AASB 139] (applicable for annual reporting 

periods commencing from 1 July 2009). 

This amendment clarifies how the principles that determine whether a 

hedged risk or portion of cash flows is eligible for designation as a 

hedged item should be applied in particular situations and is not 

expected to materially affect the Company. 

viii) 

ix) 

AASB 2008-13: Amendments to Australian Accounting Standards 

arising from AASB Interpretation 17 – Distributions of Non-cash 

Assets to Owners [AASB 5 & AASB 110] (applicable for annual 

reporting periods commencing from 1 July 2009). This amendment 

requires that non-current assets held for distribution to owners to be 

measured at the lower of carrying value and fair value less costs to 

distribute. 

AASB Interpretation 17: Distributions of Non-cash Assets to Owners 

(applicable for annual reporting periods commencing from 1 July 

2009). This guidance applies prospectively only and clarifies that 

non-cash dividends payable should be measured at the fair value of the 

net assets to be distributed where the difference between the fair value 

and carrying value of the assets is recognised in profit or loss. 

The Company does not anticipate early adoption of any of the above reporting 

requirements and does not expect these requirements to have any material effect on 

the Company’s financial statements. 


24 Joint Ventures 

The company has interests in the following joint ventures: 




Equity Interest Carrying Value 

Tenement Activities 2009 2008 2009 2008 

Area 

Polar Bear Gold/Nickel/PGM 20.62 % 20.62 % - - 

The Polar Bear Tenements cover an area of just over 100 square kilometres located 20 

kilometres northeast of the Norseman township. They are prospective for gold, nickel 

and platinum group metals. Croesus has approximately a 20% interest in the Polar 

Bear Tenements, with the majority share held by Plutonic Operations Limited, a 

wholly owned subsidiary of Barrick Australia Pacific Limited. The area has been the 

subject of gold and nickel exploration by Plutonic and Croesus pursuant to an existing 

joint venture. In addition, in 2006, Croesus and Plutonic entered into a joint venture 

with Platina Resources Limited pursuant to which Platina has the right to explore the 

Polar Bear Tenements for platinum group metals. In April 2009, Platina Resources 

advised the parties to the joint venture that with effect from 1 July 2009 they were 

withdrawing from the joint venture. Croesus intends to continue to explore the Polar 

Bear tenements, specifically for nickel, under its joint venture with Plutonic 

Operations. 

25 Contingent Liabilities 



had entered agreements with Apex Nickel, a wholly owned subsidiary of, 

Apex Minerals NL, Carey Minerals Pty Ltd and entities associated with Mark 

Creasy with the purpose of exploiting their respective interests in various 

nickel exploration assets located in Western Australia. 

Completion of the transactions are subject to the satisfaction of conditions 

precedent including third party joint venture approvals, ministerial approvals, 

shareholder approval, completion of a capital raising and the Company 

ensuring that business conditions are not breached (such as there being no 

material adverse change pending completion of the transaction). 

If the conditions are satisfied the Company will be required to meet certain financial 

commitments. The financial commitments are contingent upon those conditions being 

met. It is anticipated that all conditions will be satisfied shortly after the shareholder 

meeting set down for 17 August 2009. 

Contingent Liabilities 2009 - 2010 

$ 

2008 - 2009 

$ 

Statutory tenement commitments 3,104,600 - 

Service agreement commitments 283,084 - 

3,387,684 - 



Directors’ Declaration 


The Directors’ of the Company declare that: 

1 the financial statements and notes as set out on pages 16 to 42 are in 

accordance with the Corporations Act 2001, and 

(i) comply with Accounting Standards and the Corporations Regulations 2001; 

and 

(ii) 

give a true and fair view of the financial position of the Company as at 30 June 

2009 and of its performance for the year ended on that date. 

2 the directors’ acting in the capacity of Chief Executive Officer and Chief 

Financial Officer have declared that: 

(i) 

(ii) 

(iii) 

the financial records of the Company for the financial year have been properly 

maintained in accordance with section 286 of the Corporations Act 2001; 

the financial statements and notes for the financial year comply with the 

accounting standards; and 

the financial statements and notes for the financial year give a true and fair 

view. 

3 in the opinion of the directors’ there are reasonable grounds to believe that the 

Company will be able to pay its debts as and when they become due and 

payable; and 

This declaration is made in accordance with a resolution of the Board of Directors. 


Director 

West Perth 

17 August 2009 



Corporate Governance Statement 



Croesus Mining NL (the Company) and the board are committed to achieving and 

demonstrating the highest standards of corporate governance. A review of the 

Company’s corporate governance framework was completed in April 2008 in light of 

the best practice recommendations released by the Australian Stock Exchange 

Corporate Governance Council in March 2003 and revised in December 2007 and the 

reconstruction of the Company that was undertaken after the financial year ended 30 

June 2007. In April 2008 the directors adopted a board charter setting out the 

guidelines and structures required for the operation of the Company. A copy of the 

board charter is available on the Company’s website at www.croesus.com.au. 

The directors are responsible to the shareholders for the performance of the Company 

in both the short and the longer term and seek to balance sometimes competing 

objectives in the best interests of the Company as a whole. Their focus is to enhance 

the interests of shareholders and other key stakeholders and to ensure the Company is 

properly managed. 

Corporate Governance Compliance 

During the financial period Croesus Mining NL has adopted and complied with the 

ASX Corporate Governance Principles and the corresponding Best Practice 

Recommendations to determine an appropriate system of control and accountability to 

best fit its business and operations commensurate with these guidelines. 

The board sets out below its “if not, why not” report in relation to those matters of 

corporate governance where the Company’s practices depart from the 

recommendations. 

Principle 1 – Lay solid foundations for management and oversight 

1.1 There is no delineation of functions between the board and senior executives. 

All functions, roles and responsibilities are undertaken by the board as there 

are no executives other than directors as at the date of this report. 

Principle 2 – Structure the board to add value 

The Directors consider that the current structure and composition of the Board is 

appropriate to the size and nature of operations of the Company. 

2.1 The Company does not have a majority of independent directors. 

Consistent with the size of the Company and its activities, the board is 

comprised of four (4) directors, 2 of whom are considered executive directors. 

The board's policy is that the majority of directors shall be independent, nonexecutive 

directors. The composition of the board does not currently conform 

to its policy due to the reconstruction of the Company undertaken during the 

financial year. It is the board’s intention to comply with its policy at a time 

when the size of the Company and its activities warrants such a structure. 


Corporate Governance Compliance (continued) 

Principle 2 – Structure the board to add value (continued) 




2.2 The chairman is not an independent director. 

The chairman is one of the non-executive directors currently on the board and 

given the size and nature of operations of the Company this current status is 

considered appropriate. The board's policy is that the chairman shall be 

independent and non-executive at a time when the size of the Company and its 

activities warrants such a position. 

2.4 A nomination committee has not been established. 

The role of the Nomination Committee has been assumed by the full Board 

operating under the Nomination Committee Charter adopted by the Board. 

Principle 4 – Safeguard integrity in financial reporting 

4.1 The Company does not have an audit committee. 

4.2 Given 4.1 the structure of the audit committee does not comply with the 

structure set out in the board charter adopted by the Company 

The role of the Audit Committee has been assumed by the full Board 

operating under the Audit Committee Charter adopted by the Board. The 

board’s charter calls for the establishment of committees to assist in the 

execution of its duties and to allow detailed consideration of complex issues. 

The current size of the Company and the scale of its activities allows all 

directors to participate fully in all decision making. 

Principle 7 – Recognise and manage risk 

All functions, roles and responsibilities with regard to risk oversight and management 

and internal control are undertaken by the board as a whole as there are no executives 

other than directors as at the date of this report. 

The role of the Risk Management Committee has been assumed by the full Board 

operating under the Risk Management Committee Charter adopted by the Board. 

The Company’s policies are designed to ensure strategic, operational, legal, reputation 

and financial risks are identified, assessed, effectively and efficiently managed and 

monitored to enable achievement of the Company’s business objectives. 

Principle 8 – Remunerate fairly and responsibly 

8.1 The Company does not have a Remuneration Committee. 

The role of the Remuneration Committee has been assumed by the full Board 

operating under the Remuneration Committee Charter adopted by the Board. 

The current size of the Company and the scale of its activities allows all 

directors to participate fully in all decision making and the Directors consider 

this to be appropriate given the size and nature of operations of the Company. 











Shareholder Information 


The shareholder information set out below was applicable as at the dates specified. 

1 Distribution of Equity Securities (Current as at 4 th September 2009) 

Analysis of numbers of ordinary shareholders by size of holding: 

Number of 

Shareholders 

1 ‐ 1,000 7,802 

1,001 ‐ 5,000 2,686 

5,001 ‐ 10,000 319 

10,001 ‐ 100,000 419 

100,001 and over 288 

11,514 

2 Unquoted Equity Securities – Options (Current as at 4 th September 2009) 

Number on 

issue 

Number of 

holders 

Options expiring 31 December 2009 at an exercise 

price of $0.01 per option 50,000,000 5 

Option‐holders, holding 20% or more: 

Yandal Investments Pty Ltd 25,000,000 50% 

David Steinepreis 11,500,000 23% 

Options expiring 31 August 2012 at an exercise price 5,000,000 1 

of $0.03 per option 


Mancora Capital Pty Ltd 5,000,000 100% 

Options expiring 31 August 2014 at an exercise price 750,000,000 2 

of $0.03 per option 


Apex Nickel Pty Ltd 600,000,000 80% 

Denton Pty Ltd 150,000,000 20% 

Employee Shares 

As at 30 June 2009 there were 866 shares payable at $2.85 which remain 

unconverted to ordinary shares. Employee shares are not recognised in the accounts 

until conversion. 





3 Substantial Holders (Current as at 4 th September 2009) 

Substantial holders of equity securities in the Company are set out below: 

Ordinary Shares 

Percentage 

Name 

Number held 

of issued 

shares 

Yandal Investments Pty Ltd 470,579,858 30.36% 

Westpac Banking Corporation Group and associated 

companies 

88,281,292 5.69% 

4 Equity Security Holders (Current as at 4 th September 2009) 

The names of the twenty largest holders of quoted equity securities (ordinary 

shares) are listed below: 

1 YANDAL INVESTMENTS PTY LTD 203,913,191 13.16% 

2 FRASERX PTY LTD 139,705,862 9.01% 

3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 100,920,973 6.51% 

4 APEX NICKEL PTY LTD 66,666,667 4.30% 

5 CITICORP NOMINEES PTY LIMITED 62,690,394 4.04% 

6 KINGX PTY LTD 58,058,815 3.75% 

7 UBS NOMINEES PTY LTD 47,058,824 3.04% 

8 MR DAVID STEINEPREIS 43,000,000 2.77% 

9 LEISUREWEST CONSULTING PTY LTD 

 

30,000,000 1.94% 

10 CITIGROUP NOMINEES PTY LIMITED 29,411,765 1.90% 

11 CS FOURTH NOMINEES PTY LTD 

29,411,765 1.90% 

12 MANCORA PTY LTD 27,058,824 1.75% 

13 YOUANMI METALS PTY LTD 25,882,349 1.67% 

14 OAKHURST ENTERPRISES PTY LTD 24,000,000 1.55% 

15 CHRIS PAUL LAWRENCE 23,529,412 1.52% 

16 TWYNAM AGRICULTURAL GROUP PTY LTD 22,352,941 1.44% 

17 ZANTHUS RESOURCES PTY LTD 19,842,703 1.28% 

18 KINGS PARK CAPITAL PTY LTD 17,829,412 1.15% 

19 RIGI INVESTMENTS PTY LTD 17,647,059 1.14% 

20 DENTON PTY LTD 16,666,667 1.08% 

1,005,647,623 64.88% 





5 Voting Rights 

The voting rights attaching to each class of equity securities are set out below: 

(a) Ordinary Shares: On a show of hands every member present at a 

meeting in person or by proxy shall have one vote and upon a poll each share 

shall have one vote. 

(b) Options: These securities have no voting rights. 

6 On‐Market Buy‐Back: There is no current on‐market buy‐back. 

7 Tenement Schedule 

The company has interests in the following joint ventures: 

Equity Interest 

Polar Bear Gold/Nickel/PGM 20.62% 20.62% 

Polar Bear – Norseman Tenements 

E63/1142 P15/5170 M63/303 M63/404 P63/744 

(Application) (Application) 

M15/651 M15/1390 M63/364 P 63/1594 P63/745 

(Application) (Application) (Application) 

M15/710 M15/1486 P15/5171 P15/4044 P63/746 

(Application) 

M15/1110 M15/1487 M63/399 P15/4045 P63/747 


M15/1111 M63/230 P15/5172 P63/683 P63/868 

(Application) 

M15/1148 

(Application) 

M63/255 P63/1584 P63/684 E15/991 

(Application) 

M15/1177 

(Application) 

M15/1178 

(Application) 

P 15/5169 

(Application) 

P 63/1591 

(Application) 

M63/269 P63/1585 P63/685 P 15/5167 

(Application) 

M63/279 P63/1586 P63/743 P 15/5168 

(Application) 

P 63/1587 P 63/1588 P 63/1589 P 63/1590 

(Application) (Application) (Application) (Application) 

P 63/1592 P 63/1593 

(Application) (Application) 





Collurabbie 

Sirius Resources NL have 70% of all mineral rights 

E38/1346 E38/2171 

(Application) 

E38/2213 

(Application) 

E38/2216 E38/2217 E38/2218 


E38/2214 

(Application) 

E38/2215 

(Application) 

Youanmi 

Sirius Resources NL have 70% of all mineral rights except Ti‐V‐Fe 

E57/699‐I E57/700‐I E57/701‐I E57/702‐I 

Boundary Well 


E36/611 E36/704 

(Application) 

Fraser Range 

Sirius Resources NL have 70% of all base metal rights 

E28/1724 E63/808 E63/809 E63/810 E63/811 

E63/812 E28/1499 E63/784 E69/1877‐I E63/1103 

E28/1717 E28/1718 E28/1450 E28/1452 E28/1461 

E28/1716 E39/1275 

Fraser Range II 


E63/1318 E63/1319 E63/1320 





Lawlers 2006 Joint Venture 

Pending the formal acknowledgement from Barrick Gold, Sirius Resources NL has 

earned 70% of the nickel sulphide rights 

M36/273 M36/274 M36/275 M36/276 M36/366 

M36/391 M36/408 M36/443 M36/576 M36/577 

M36/578 M36/579 M36/622 M36/623 M36/624 

Lawlers 2008 Joint Venture 

Sirius Resources NL currently earning up to 70% of the nickel sulphide rights 

M36/171 M36/172 M36/174 M36/277 M36/278 

M36/314 M36/369 M36/380 M36/381 M36/382 

M36/384 M36/411 M36/442 M36/495 M36/496 

M36/635 M36/636 P36/1545 


Competent Persons Statement 

The information in this report that relates to Exploration Results and Mineral 

Resources is based on information compiled by Mr. John Bartlett, Mr. Will Dix and 

Mr. Andy Thompson, who are seconded to the company via a services agreement 

with Apex Minerals. Mr. Bartlett, Mr. Dix and Mr. Thompson are Members of the 

Australasian Institute of Mining and Metallurgy and have sufficient experience of 

relevance to the styles of mineralisation and the types of deposits under 

consideration, and to the activities undertaken, to qualify as Competent Persons as 

defined in the 2004 Edition of the Joint Ore Reserves Committee (JORC) Australasian 

Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. 

Bartlett, Mr. Dix and Mr. Thompson consent to the inclusion in this report of the 

matters based on information in the form and context in which it appears. 

Exploration results are based on standard industry practices, including sampling, 

assay methods, and appropriate quality assurance quality control (QAQC) measures. 

Reverse circulation (RC), aircore and rotary air blast (RAB) drilling samples are 

collected as 1 metre samples and composited where stated. Core samples are taken 

as half core sampled to geological boundaries where appropriate. All samples are 

prepared using four acid digest, lead collection or nickel sulphide collection fire 

assay, and assayed using inductively coupled plasma mass spectrometry (ICPMS), 

inductively coupled optical emission spectrometry (ICPOES) or atomic absorption 

spectrometry (AAS) at reputable laboratories in Perth, Western Australia. The 

accuracy and precision of analytical results is monitored by the use of internal 

laboratory procedures and certified standards and subsequent statistical analysis to 

ensure that results are representative. Where stated, third party exploration results 

reference the original published source. 

Mineral Resources, where stated, have been estimated using standard accepted 

industry practices, as described in each instance. Top cuts have been applied to the 

composites based on statistical analysis and consideration of the nature and style of 

mineralization in all cases. Where quoted, Mineral Resource tonnes and grade, and 

contained metal, are rounded to appropriate levels of precision, which may cause 

minor apparent computational errors. Mineral Resources are classified on the basis 

of drillhole spacing, geological continuity and predictability, geostatistical analysis of 

grade variability, sampling analytical spatial and density QAQC criteria, 

demonstrated amenability of mineralization style to proposed processing methods, 

and assessment of economic criteria.

Annual Report 2009 - Sirius Resources

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