LINC ENERGY LTD // 2009 ANNUAL REPORT
LINC ENERGY LTD // 2009 ANNUAL REPORT
LINC ENERGY LTD // 2009 ANNUAL REPORT
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<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong> // <strong>2009</strong> <strong>ANNUAL</strong> <strong>REPORT</strong><br />
ABN 60 076 157 045<br />
1
A<br />
PROFITAB<br />
FUTURE<br />
UCG to GTL technologies unlock stranded<br />
energy in Australia and other coal rich<br />
nations, providing greater energy security<br />
and alternate supplies of high quality,<br />
cleaner liquid transport fuels.<br />
About Linc Energy<br />
Linc Energy is an innovative, forward-thinking company developing a significant energy business based on the<br />
production of cleaner energy solutions.<br />
Linc Energy has successfully combined two known technologies, Underground Coal Gasification (UCG) and Gas to<br />
Liquids (GTL) and has demonstrated its vision of being a leading supplier of a new source of cleaner liquid transport<br />
fuels for the future.<br />
UCG technology provides access to coal, deep underground and by in-situ gasification produces a high quality<br />
synthesis gas (syngas) containing carbon monoxide and hydrogen. Aboveground, in the GTL process, syngas is<br />
processed via Fischer-Tropsch technology to produce high quality, sulphur free synthetic hydrocarbons.<br />
Linc Energy plans to combine its UCG and GTL technologies commercially at sites in Australia and around the globe<br />
as it realises its vision of becoming the world’s leader in providing cleaner synthetic diesel and jet fuels<br />
from stranded coal resources.<br />
UCG produced syngas can also be used as a feedstock to generate gas turbine combined cycle power, resulting in<br />
reduced greenhouse gas emissions.<br />
With significant coal deposits suitable for UCG technology, Linc Energy can provide alternative sources of liquid<br />
fuels and power generation well into the foreseeable future.<br />
Linc Energy represents a new future for liquid fuels production and high efficiency energy generation.<br />
This Annual Report is printed on 100% post consumer waste.
A<br />
ADING<br />
TECHNOLOGY<br />
The path towards commercialisation<br />
is underway as Linc Energy achieved<br />
the world-first production of liquid<br />
hydrocarbons from its combined UCG<br />
to GTL technologies in October 2008.
A<br />
REMARKAB<br />
INDUSTRY<br />
With proven, combined UCG to GTL<br />
technologies, Linc Energy has a vision<br />
to provide new, environmentally superior<br />
energy solutions for Australia and other<br />
countries around the world.
A<br />
SUSTAINAB<br />
<strong>ENERGY</strong><br />
The Chinchilla Demonstration Facility is<br />
a world-class showcase of Linc Energy’s<br />
vision to provide cleaner energy solutions.
A<br />
PEOP<br />
FOCUS<br />
Linc Energy employees are experts in<br />
their field, passionate and committed.<br />
With these skills and values, Linc Energy<br />
is set to become the leader in combined<br />
UCG to GTL technologies.
CONTENTS<br />
01 Chairman’s Message 14<br />
02 Managing Director’s Report 16<br />
03 Establishing Global Locations 24<br />
04 Review of Operations and Activities 26<br />
05 Leadership Team 36<br />
06 Directors’ Report 42<br />
07 Corporate Governance Statement 58<br />
08 Auditor’s Independence Declaration 68<br />
09 Financial Report 70<br />
Notes to the Financial Statements 76<br />
Directors’ Declaration 120<br />
10 Audit Report 121<br />
11 Shareholders Information 123<br />
12 Mining Tenements 125<br />
13 Glossary & Corporate Directory 126
01<br />
CHAIRMAN’S<br />
MESSAGE<br />
To our shareholders,<br />
On behalf of your Board, I am pleased to report that<br />
the 2008–<strong>2009</strong> financial year has been a period of<br />
achievement for Linc Energy and its shareholders,<br />
business partners and stakeholders. It has been a<br />
year of considerable milestones for the development<br />
of our company, our technology and the shared vision<br />
to provide new, environmentally superior energy<br />
solutions for Australia and other countries across<br />
the world. I thank you for your support and I am<br />
pleased that the vision of an Underground Coal<br />
Gasification (UCG) to Gas to Liquids (GTL) industry<br />
is closer to being realised.<br />
For Linc Energy, a profitable future lies ahead.<br />
The past year was volatile and unpredictable, yet<br />
one strong message remains: Linc Energy has a clear<br />
vision to provide energy from coal using its UCG and<br />
GTL technologies. Accessing coal deep underground<br />
is Linc Energy’s unique competitive advantage. Coal<br />
suitable for UCG is inaccessible by conventional mining<br />
methods. UCG technology can provide an innovative,<br />
new energy source that will emerge to help satisfy<br />
growing global energy demands in an environment<br />
where oil and other commodity prices are volatile<br />
and continue to rise. Energy security for nations such<br />
as Australia, where a reliance on imported oil and oil<br />
products exists, is paramount. Linc Energy has led<br />
the way for greater national energy security by proving<br />
that coal, from deep underground, can be successfully<br />
gasified and used as a feedstock in the GTL process for<br />
the production of liquid hydrocarbons. Obtaining liquid<br />
hydrocarbons is a precursory step for the production<br />
of fuels such as diesel and jet fuel. Not only is the<br />
combination of UCG and GTL technologies economically<br />
sound, it can be environmentally responsible as well.<br />
As a relatively young company leading an up-and-coming<br />
UCG to GTL industry, Linc Energy has a great deal to be<br />
proud of. Linc Energy added to its already talented and<br />
committed executive management team with the addition<br />
of strategic roles including Commercial Manager, and<br />
GTL and UCG General Managers. Introducing such<br />
roles emphasises the commitment to its vision and to<br />
become the world leader in UCG to GTL technology.<br />
The wider Linc Energy team has also grown, with<br />
additional specialist technology roles and a greater<br />
systems and support network. Staff numbers are<br />
now well over 100 employees.<br />
Alongside growth in employee numbers and experience,<br />
Linc Energy has also executed a significant drilling and<br />
exploration program to prove up resources within its<br />
tenements. This drilling and exploration program has<br />
resulted in resources being defined (in accordance with<br />
the JORC Code) in Chinchilla, Dalby, Emerald, Galilee<br />
and Pentland in Queensland. Where these coal assets<br />
are not suitable for UCG, Linc Energy has taken<br />
appropriate steps for their divestment, engaging the<br />
UBS Investment Bank to manage the sales process.<br />
This divestment strategy will provide positive results<br />
for shareholders and a solid platform for Linc Energy<br />
to build its UCG to GTL commercial operations.<br />
Delivering a world-first<br />
One of the most rewarding milestones in the history of Linc<br />
Energy to date is the completion and commissioning of the<br />
UCG to GTL pilot plant at the Chinchilla Demonstration Facility.<br />
In this rural location, Linc Energy has proven, for the first time<br />
in the world, that UCG synthesis gas is a suitable feedstock for<br />
the GTL process. The first liquid hydrocarbons or syncrude<br />
was produced from combined UCG to GTL technologies on 14<br />
October 2008. Six months later, it was my pleasure to welcome<br />
the Federal Minister for Resources and Energy, the Honourable<br />
Martin Ferguson AM MP to officially open the Chinchilla<br />
Demonstration Facility.<br />
Combined UCG to GTL operations at the Chinchilla<br />
Demonstration Facility have enabled the technical teams<br />
to further refine Linc Energy’s production processes in the<br />
lead up to developing its first commercial operation.<br />
National and global expansion<br />
During February <strong>2009</strong>, the Queensland Government<br />
announced a policy to halt Underground Coal Gasification<br />
commercial developments in the state until further scientific<br />
analysis could be conducted. Findings from these studies are<br />
expected to be released around 2011 or 2012. The Chinchilla<br />
Demonstration Facility continues to operate in demonstration<br />
mode under its Mineral Development Licence. The facility<br />
will remain a source of competitive advantage as Linc Energy<br />
continues to refine and validate its technical capability.<br />
Linc Energy demonstrated commercial foresight in its merger<br />
with South Australian petroleum and oil explorer, SAPEX<br />
Limited. The acquisition of SAPEX, completed on 15 October<br />
2008, has provided Linc Energy with access to vast areas of<br />
coal tenements in the Arckaringa and St Vincent Basins in<br />
South Australia. A drilling and exploration program is underway<br />
in these areas to validate original data and determine suitable<br />
locations for Linc Energy’s commercial development phase.<br />
Linc Energy took its first steps into other potentially suitable<br />
UCG locations during the year. Countries such as the United<br />
States and Vietnam have high energy demands, yet are reliant<br />
on imported energy sources and are facing even higher energy<br />
demands in the future.<br />
In April <strong>2009</strong>, Linc Energy signed a business cooperation<br />
contract with VINACOMIN (the Vietnam National Coal<br />
and Mineral Industries Group) and Marubeni Corporation<br />
(a Japanese company) to start the Tonkin Project, a trial<br />
UCG project in the Red River Delta, about 60 kilometres<br />
south-east of Hanoi. In May <strong>2009</strong>, Linc Energy also signed<br />
a purchase agreement with GasTech Inc for over 92,000<br />
acres of Powder River Basin coal tenements in Wyoming,<br />
USA. That purchase acquisition is now complete. The<br />
Yerostigaz operations in Uzbekistan continue to produce<br />
solid UCG synthesis gas results, providing Linc Energy<br />
with exclusive access to confidential UCG technological<br />
information. The UCG synthesis gas provided is the<br />
feedstock for the nearby Angren Power Station.<br />
Towards commercialisation<br />
The Linc Energy team is clearly focused on the<br />
commercialisation of its UCG to GTL technologies for<br />
the production of cleaner, economic energy solutions.<br />
Combined UCG to GTL was successfully demonstrated<br />
for the first time in the world at the Chinchilla Demonstration<br />
Facility. Work will progress to plan the development of<br />
Linc Energy’s first commercial UCG to GTL operation.<br />
I would like to thank my fellow Board members, Mr<br />
Ken Dark and Mr Peter Bond for their contribution over<br />
the past financial year. Thank you also to the executive<br />
management team for their dedication and for supporting<br />
Linc Energy’s vision. To all Linc Energy staff, thank you for<br />
your commitment and passion for this developing industry.<br />
It is wonderful to see Linc Energy supported by so many<br />
talented individuals. The year ahead is expected to be<br />
especially successful.<br />
Yours sincerely<br />
Brian Johnson<br />
Chairman<br />
14 15
02MANAGING<br />
DIRECTOR’S<br />
<strong>REPORT</strong><br />
Dear shareholders,<br />
The last year has been both a challenging and a<br />
rewarding one for Linc Energy. The global financial<br />
crisis has also impacted in a profound way on the global<br />
commodity markets and in particular the confidence<br />
of the business community. Who could have predicted<br />
all of this would have happened just as Linc Energy<br />
was ’hitting its straps’ both in terms of share price and<br />
its achievements via the world-first production of liquids<br />
from our UCG to GTL facility at Chinchilla. In addition<br />
we were also in the middle of the completion of the<br />
merger and acquisition of SAPEX, had just begun<br />
finalising the sale of the Theresa coal asset to China<br />
and were negotiating the purchase of coal acreage<br />
in Wyoming.<br />
Linc Energy was well placed to survive the crisis but few<br />
companies, if any, were immune to the impacts of it!<br />
The positive news is that we have recently seen general<br />
improvements in the share market as well as in the oil<br />
and coal markets. The share market is now up over 40<br />
per cent from the lows of 2008 and we have seen oil<br />
trading above the $70 range for several months.<br />
Importantly for Linc Energy, the energy and coal market<br />
has rebounded much faster than most imagined would<br />
occur, and this indicates that the markets are returning<br />
to some normality with much greater stability and<br />
predictability, which allows Linc Energy to get on<br />
with its plans for 2010 and beyond.<br />
Even though the macroeconomics of the last year<br />
have been difficult and uncertain, Linc Energy has taken<br />
great steps forward. When other companies have been<br />
reducing their work force, we have increased staff; whilst<br />
other companies cut programs and systems, Linc Energy<br />
has consolidated and reinforced ours. The measures<br />
we have taken ensure our ability to manage our<br />
current and future growth.<br />
During the last year we have been heavily focused on<br />
placing the Company in a position of strength and<br />
stability, with the ability to maximise growth from a solid<br />
foundation. The strategic focus of acquiring more coal<br />
acreage in key positions around Australia and the globe<br />
ensures Linc Energy is positioned to aggressively pursue<br />
expansion and growth and its goal of commercialising<br />
UCG and GTL over the coming year. The reasons why<br />
Linc Energy has pursued greater and greater acreage<br />
positions in key locations will become quite evident<br />
over the coming 12 to 24 months, and this trend<br />
of securing more coal and gas tenements in key<br />
locations will continue for the foreseeable future.<br />
The results of our recent drilling program in the Galilee<br />
Basin have exceeded our expectations and provided<br />
a significant increase in the Company’s coal deposit<br />
exploration target in accordance with the JORC Code 1 .<br />
We have seen the original exploration target upgraded<br />
from 3.0–3.4 billion tonnes to 5.0–5.5 billion tonnes 1<br />
in accordance with the JORC Code 2 . We had known<br />
for some time that our coal tenement in the Galilee<br />
Basin was ’special’ and represented a fantastic<br />
opportunity with significant potential to host a large,<br />
long-life, low cost, open cut coal mine. Our drilling<br />
program is now confirming that Linc Energy does<br />
have a world-class coal asset in the Galilee.<br />
The value of this asset will continue to increase as Linc<br />
Energy accelerates its exploration work so that we<br />
can fully comprehend the coal deposit in the shortest<br />
possible time. I have been in and around coal for most<br />
of my adult life and I can say that the Galilee Basin<br />
appears to me to be one amongst a handful of the best<br />
emerging thermal coal assets in the world, and as such<br />
it deserves to be drilled out and explored appropriately<br />
and fully, to ensure full value is unlocked and, in a<br />
nutshell, that is Linc Energy’s intention.<br />
Over the last year we have continued to drill our coal<br />
tenements in Biloela, Pentland, the Surat Basin, the<br />
Walloway Basin (South Australia), the Arckaringa Basin<br />
(South Australia) and of course the Galilee Basin.<br />
This extensive drilling program was one of the largest<br />
undertaken by any company in Australia and we are<br />
getting some outstanding results from that program.<br />
The production of the first liquids at Chinchilla was a<br />
significant milestone, not just for Linc Energy but also<br />
for the global community. Linc Energy has now proven<br />
that it can produce liquid fuels from UCG gas. This<br />
process provides the potential for billions of metric<br />
tonnes of stranded coal resources to be converted<br />
into transport fuels in a more environmentally sensitive<br />
manner. No other company in the world has done this<br />
and when you think that each tonne of coal equates to<br />
approximately 1.0 to 1.5 barrels of diesel or jet A1 fuel,<br />
the potential of what Linc Energy has already achieved<br />
is simply enormous. It has set Linc Energy up for the<br />
future. Now we can pursue our commercial goals of<br />
UCG to GTL and UCG to Power, in a focused manner<br />
from a unique and proven technical base.<br />
Our Chinchilla facility is a source of great competitive<br />
advantage for Linc Energy. It is the only facility of its<br />
kind in the world. It provides us with a unique research<br />
and development capability as we prepare for the<br />
commercialisation of both UCG to GTL and UCG to<br />
Power technologies in locations in Australia and across<br />
the globe. We all understand that the world is moving<br />
toward the adoption of emerging cleaner energy<br />
technologies. This trend highlights the importance<br />
of the emerging clean coal sector, as countries that are<br />
coal-rich but reliant on imported oil and gas such as<br />
India, China, Vietnam, the United States, parts of Europe<br />
and Australia need answers to the energy question.<br />
1 In accordance with the requirements of clause 18 of the JORC Code regarding exploration, the following compulsory statement concerning exploration<br />
targets is included: “The potential quantity and quality is conceptual in nature, there has been insufficient exploration to define a Mineral Resource<br />
and it is uncertain if further exploration will result in the determination of a Mineral Resource.”<br />
2 The information in this report relating to exploration results and coal resources is based on information compiled by Troy Turner, who is a member of the<br />
Australian Institute of Mining and Metallurgy and who is employed by Xenith Consulting Pty Ltd. Troy Turner has sufficient experience which is relevant to<br />
the style of mineralization and type of deposit under consideration and to the activity which they are undertaking to qualify as a competent person as defined<br />
in the 2004 Edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Troy Turner consents to the inclusion<br />
in this report of the matters based on their information in the form and context in which it appears.<br />
16 17
02 MANAGING<br />
DIRECTOR’S<br />
<strong>REPORT</strong><br />
CONTINUED<br />
Concept design for<br />
20,000 bpd GTL facility<br />
We have appointed Aker Solutions (formerly known as<br />
Aker Kvaerner) to jointly develop the conceptual design<br />
of Linc Energy’s proposed 20,000 barrels per day (bpd)<br />
commercial GTL facility that is planned to be based in<br />
South Australia. Aker Solutions through its subsidiaries<br />
and affiliates, is a leading global provider of engineering<br />
and construction services, technology products and<br />
integrated solutions, with operations in 30 countries.<br />
As a result of concluding this agreement, Aker Solutions<br />
will bring its global resources and process engineering<br />
capability together with Linc Energy’s own technology,<br />
know-how and people to form a strong relationship capable<br />
of further refining and improving Linc Energy’s GTL<br />
technology in order to accelerate its commercialisation.<br />
This conceptual design phase has a schedule of six months<br />
and has already commenced with a target completion<br />
of mid-February 2010. At the completion of the work,<br />
Linc Energy will have data outlining likely operating and<br />
capital costs such that it can further validate the expected<br />
shareholder value that this first plant can realise.<br />
The appointment of Aker Solutions is further recognition<br />
of Linc Energy’s significant progress upon its vision and<br />
technical development. This engineering agreement with<br />
Aker Solutions is an important step in the Company’s<br />
progression towards commercialisation. The outcome<br />
of this work will lay the foundations on which the<br />
execution of the commercial project will be based.<br />
Our experience<br />
Linc Energy is the world leader in UCG technology<br />
development, with 10 years of experience in Australia<br />
and as the owner of the only commercial scale UCG<br />
operation in the world at Yerostigaz in Uzbekistan.<br />
Linc Energy also has a UCG technology team that is<br />
second to none in both the number and quality of UCG<br />
technical specialists with experience and track records<br />
of accomplishments with UCG.<br />
18<br />
We are already the first to commercially produce power<br />
via UCG at our Yerostigaz operation, and with a focus upon<br />
gas turbine power generation, in particular combined cycle<br />
gas turbine for power generation, Linc Energy is aiming to<br />
position itself as the leader in the field of cost-efficient UCG<br />
to Power and commercialise this advantage in quite a large<br />
way over the coming months. Again, watch this space!<br />
In addition, we are the only company in the world<br />
that has successfully developed a UCG to GTL<br />
demonstration facility.<br />
Linc Energy will continue to grow with even more people<br />
being added to our technical teams in the months to<br />
come. Linc Energy is aiming to expand its influence and<br />
accomplishments, via the opening of offices in the USA,<br />
Vietnam and larger offices in South Australia.<br />
Our strategic locations<br />
South Australia (SAPEX)<br />
With the completion of the acquisition of SAPEX Limited<br />
in October 2008, Linc Energy’s efforts in South Australia<br />
have bolstered its domestic position for commercial UCG<br />
operations. Exploration drilling is well under way in the<br />
Arckaringa and Walloway Basins to identify suitable<br />
coal for our commercial UCG operations.<br />
United States<br />
Globally, Linc Energy has aggressively pursued a strategy<br />
to participate in the emerging clean coal energy sector in<br />
the USA, paving the way for UCG to GTL in North America.<br />
The recent acquisition of 92,059 acres of coal lease<br />
areas in the Powder River Basin in Wyoming is our first<br />
step to achieve this goal. We now hold a 100 per cent<br />
interest in these leases and intend to shortly commence<br />
the necessary site selection work, permit and approval<br />
processes required in order to obtain a commercial<br />
UCG operational permit.<br />
Prior to the end of <strong>2009</strong>, Linc Energy intends to open<br />
a US head office in Denver, Colorado and a project office<br />
in Casper, Wyoming to support its UCG operations within<br />
Wyoming, and assist in capitalising upon additional<br />
opportunities in North America.<br />
I would like to acknowledge the great support that<br />
Linc Energy received throughout the acquisition process.<br />
Our colleagues at GasTech, President John Wold, and<br />
the Governor of Wyoming, Dave Freudenthal, were on<br />
hand to welcome Linc Energy with significant praise of our<br />
achievements and what Linc Energy brings to Wyoming.<br />
Vietnam<br />
Also, earlier this year we completed negotiations and<br />
signed contracts with our partners in Vietnam, VINACOMIN<br />
and Marubeni. The main aim of the Tonkin project is to<br />
deliver power to over six million households in Vietnam<br />
using Linc Energy’s UCG technology. Stage 1 of the project<br />
will involve the development and operation of a trial<br />
UCG field in the Red River Delta region of Vietnam.<br />
The finalisation of these contracts is a major step for<br />
Linc Energy towards its goal of bringing power generation<br />
fuelled by competitively priced UCG synthesis gas to<br />
countries like Vietnam that have significant increasing<br />
demands for power supply. Our work in Vietnam will<br />
further demonstrate the potential for UCG to be the<br />
next major energy source for the world.<br />
It is exciting to be part of a solution that can positively<br />
impact millions of lives. What we are planning to do in<br />
Vietnam is a demonstration of what Linc Energy can<br />
achieve and how we can potentially help the global<br />
community. We look forward to bringing this project to<br />
commercialisation and continuing our strong working<br />
relationships with our Vietnamese and Japanese partners.<br />
Yerostigaz<br />
Operations in Linc Energy controlled Yerostigaz in<br />
Uzbekistan continue, with positive results being achieved<br />
for the supply of syngas to nearby Angren Power Station.<br />
The government has been particularly pleased with the<br />
quality of the gas supply with Yerostigaz being identified<br />
as one of the country’s best performing energy companies.<br />
Yerostigaz continues to be a huge source of technical<br />
competitive advantage for UCG development for Linc Energy.<br />
Over the coming twelve months some modest improvements<br />
will be made to Yerostigaz’s air compressor operations with<br />
new western style air compressors being purchased and<br />
installed at the site. This will further improve the reliability<br />
and energy efficiency of UCG gas production into<br />
the future, adding to the site’s profitability.<br />
A committed and expert team<br />
The past financial year has seen Linc Energy’s technical<br />
teams grow both in experience and in employee numbers.<br />
Linc Energy is a unique organisation, with specialist<br />
recruitment requirements, which has attracted employees<br />
from all over the world including South Africa, Russia, the<br />
United States and Australia, to name just a few. Linc Energy<br />
staff are indeed an asset and it is their commitment to the<br />
vision of providing cleaner energy solutions that will help<br />
Linc Energy to realise UCG to GTL success.<br />
It is this strong team that has allowed Linc Energy to<br />
deliver on our objectives this year. I am very proud of the<br />
achievements of this outstanding team. We have a strong,<br />
versatile, disciplined, highly trained and experienced team<br />
and it is one of our key strategies to continue to build<br />
this team and to expand it that sets us apart from our<br />
competitors and places Linc Energy firmly at the front of<br />
UCG development and operations. As an example of this,<br />
I am extremely proud of the fact that over the past four<br />
years we have developed the world’s largest and most<br />
relevant UCG technical library in the world; an asset unique<br />
to Linc Energy and its technical team.<br />
19
02 MANAGING<br />
DIRECTOR’S<br />
<strong>REPORT</strong><br />
CONTINUED<br />
Drilling and exploration<br />
Linc Energy has undertaken an extensive drilling program<br />
in order to best identify locations for our commercial<br />
UCG facilities including UCG to GTL and UCG to Power<br />
Generation, and to unlock the value of our coal assets<br />
either by way of sale or UCG development. This drilling<br />
program has been focused in several areas.<br />
Queensland<br />
An extensive drilling and exploration program has<br />
continued in Queensland in Emerald, Biloela, Dalby<br />
and in the Galilee Basin.<br />
Dalby<br />
We have several exploration tenements in the Dalby area which<br />
is within the Surat Basin and one of the exploration programs<br />
for this year produced a total inferred coal resource of 146<br />
million tonnes in accordance with the JORC Code3 . As a result<br />
of this drilling program we have lodged a Mineral Development<br />
Licence with the Department of Mines and Energy.<br />
Galilee<br />
There is a lot of activity within the Galilee Basin with several<br />
companies announcing plans for the development of the<br />
basin and infrastructure within the area. This has assisted<br />
to enhance the profile and value of our own tenements<br />
within the Galilee Basin. As mentioned, we have been<br />
greatly encouraged by the results of the drilling program<br />
to the point where we have engaged a second drilling<br />
contractor to expand our current drilling program from<br />
29 holes to 101 holes. The results so far from both drill rigs<br />
have exceeded expectations and provided a significant<br />
increase in the Company’s coal deposit exploration target,<br />
which has been upgraded from 3.0–3.4 billion tonnes to<br />
5.0–5.5 billion tonnes4 in accordance with the JORC Code1 .<br />
We had already known that our tenement in the Galilee<br />
Basin represented a fantastic opportunity with significant<br />
potential to host a large, long-life, low cost, open cut coal<br />
mine. Our drilling program has confirmed that we have<br />
a world-class asset of enormous potential. The value of<br />
the coal asset will continue to increase as Linc Energy<br />
accelerates its exploration work so that we can fully<br />
comprehend the enormous potential of this coal<br />
deposit in the shortest possible time.<br />
20<br />
South Australia<br />
In South Australia this year we are undertaking a drilling<br />
program in the Arckaringa Basin. In order to do so we<br />
have conducted extensive landowner notifications, Cultural<br />
Heritage Clearances and Environmental Approvals relating<br />
to drilling within our seven Arckaringa Basin Petroleum<br />
Exploration Licences (PELs). The initial focus of the drilling<br />
has been for the potential for UCG and the evaluation<br />
process will require further testing and gathering of relevant<br />
geological data including coal characteristics, geotechnical<br />
and hydrogeological information.<br />
Walloway Basin<br />
Linc Energy also commenced drilling in the Walloway<br />
Basin. The first program which is now just being completed<br />
consists of six holes that will allow us to identify the coal<br />
deposit and the best location within the Walloway for a<br />
commercial UCG operation.<br />
The Walloway Basin holds fantastic potential for Linc<br />
Energy as the tenement is close to port facilities, and has<br />
road and rail infrastructure already in place. What has been<br />
most pleasing and encouraging for our Company is the<br />
wonderful level of community support provided to Linc<br />
Energy by the local landholders, the local government<br />
and the general community at large. If results from the<br />
Walloway Basin are looking promising, Linc Energy will be<br />
quickly and aggressively expanding its drilling program in<br />
this area, to ensure we have the data to turn the Walloway<br />
into potentially Australia’s first commercial UCG site.<br />
Placement and SPP<br />
In order to better position ourselves to aggressively pursue<br />
growth, Linc Energy recently successfully completed an<br />
institutional placement of 41,000,000 new ordinary shares<br />
at $1.40 per share to raise $57.4 million in capital. The<br />
confidence in the market and in particular in Linc Energy<br />
meant that the placement was heavily oversubscribed,<br />
receiving strong support from a range of new institutional<br />
investors from off-shore and Australia.<br />
In addition to the institutional placement we also undertook<br />
an SPP offering to existing shareholders, which honoured<br />
my commitment at last year’s AGM where I stated that if<br />
Linc Energy raised funds via placement to institutions in the<br />
near future, that I would let existing shareholders participate<br />
at the same rate as that offered to those institutions.<br />
Subsequently, Linc Energy raised approximately $7.7 million<br />
from the SPP offer. I would like to take this opportunity to<br />
thank those shareholders who participated in the SPP. I am<br />
very grateful for your continued support and vision.<br />
The $65.1 million raised secures Linc Energy’s financial<br />
future and lets us get on with aggressively pursuing a<br />
number of key outcomes. In particular it allows Linc Energy<br />
to aggressively pursue its core business outcomes of<br />
building a world-class UCG and GTL business, and take the<br />
key steps forward to the commercialisation of that business<br />
upon our SAPEX tenements in South Australia; as well as<br />
expanding our coal tenement and resource footprint across<br />
Australia and the world, via acquisitions like the Wyoming<br />
Powder River Basin coal purchase. The funds raised allow<br />
Linc Energy to get on with the job and take control of its<br />
own destiny, which I’m confident will result in an excellent<br />
outcome for our shareholders.<br />
My key focus for expenditure is to finalise the drilling upon<br />
our South Australian tenements so as to finalise the first<br />
UCG commercial site location and commence a UCG<br />
operation upon that site. This will become the backbone<br />
for our future commercialisation plans, as we intend to very<br />
quickly commence building a UCG to Power generation<br />
station, and simultaneously in parallel, push on with the first<br />
UCG to GTL plant.<br />
Investor Relations<br />
Linc Energy is in the right spot at the right time as the<br />
markets grow in confidence. I am also confident that<br />
the share price will rebound over time, though I am<br />
disappointed that it has not bounced back in line with<br />
the markets in general. I believe that the outcomes we’ve<br />
completed of late will start to rectify that position.<br />
Linc Energy has also had to contend with the weight of<br />
expectation and disappointment relating to the delay in<br />
the coal asset sale. However, by commencing a structured<br />
sales process via UBS, this has opened the opportunity to<br />
numerous parties around the world and is proving to be the<br />
right decision. The first stage of the sales process draws<br />
to a close at the end of September <strong>2009</strong>. This will allow for<br />
a number of potential bidders to make an indicative offer<br />
for their preferred coal assets which will allow Linc Energy<br />
and its advisors to rank the bidders, from highest to lowest,<br />
obviously dropping off the lower bids, before proceeding to<br />
a second, more detailed round of negotiations. Interest in<br />
our coal assets has been very strong, and I am pleased with<br />
the progress to date. I believe the UBS coal sales process<br />
will deliver an excellent result for shareholders in a timely<br />
and structured manner.<br />
Linc Energy recognises the importance of keeping<br />
shareholders up to date with the progress of the Company.<br />
Communication with our shareholders and stakeholders is<br />
an extremely important part of the business and over the<br />
last twelve months we have both maintained and enhanced<br />
our communication to shareholders via email, our regular<br />
newsletter InvestorLinc and through our website.<br />
We have made and will make more changes and<br />
enhancements to our website and increase the number<br />
of updates to shareholders in order to provide our<br />
shareholders with more information and to be able to<br />
provide a better overall picture of Linc Energy’s progress. I<br />
believe we didn’t keep the information flowing as quickly as<br />
we could do or in as many forms as is currently available to<br />
us (in terms of electronic updates, etc), so that is something<br />
3 The information in this report relating to exploration results and coal resources is based on information compiled by Troy Turner, who is a member of the Australian Institute of Mining<br />
and Metallurgy and who is employed by Xenith Consulting Pty Ltd. Troy Turner has sufficient experience which is relevant to the style of mineralization and type of deposit under<br />
consideration and to the activity which they are undertaking to qualify as a competent person as defined in the 2004 Edition of the “Australasian Code for Reporting Exploration Results,<br />
Mineral Resources and Ore Reserves”. Troy Turner consents to the inclusion in this report of the matters based on their information in the form and context in which it appears.<br />
4 In accordance with the requirements of clause 18 of the JORC Code regarding exploration, the following compulsory statement concerning exploration targets is included: “The potential<br />
quantity and quality is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of<br />
a Mineral Resource.”<br />
21
02 MANAGING<br />
DIRECTOR’S<br />
<strong>REPORT</strong><br />
CONTINUED<br />
I am aiming to rectify over the coming twelve months, to<br />
ensure increased shareholder awareness of Linc Energy’s<br />
activities and accomplishments. For those who have visited<br />
our website you might have noticed that we have added a<br />
section where information sheets are now available to be<br />
downloaded that provide information and explanations on<br />
all aspects of the business.<br />
Continuing on from last year we have conducted numerous<br />
roadshows around the world in order to promote the<br />
business and to sell the Linc Energy story. Linc Energy<br />
has been recognised as the world leader in UCG to GTL<br />
and as such has been invited as key speaker to numerous<br />
conferences in Asia, Europe and the United States. All of<br />
this helps us tell the world why Linc Energy and the UCG<br />
story is so compelling.<br />
I also note that the number of Linc Energy shareholders<br />
has grown from 6,160 to 11,641 at 30 June <strong>2009</strong> (another<br />
amazing year of growth).<br />
Linc Carbon Solutions<br />
We have applied for two patents (pat. Pending) with<br />
Linc Carbon Solutions and we are expanding our focus<br />
into a number of other joint ventures to ensure a successful<br />
outcome for the capture and processing of CO2, including<br />
the opportunity to work with some of the world’s leaders<br />
in CO2 sequestration.<br />
It is my aim to turn Linc Carbon Solutions into a worldclass<br />
company capable of handling Linc Energy’s CO2<br />
requirements. Whether that be selling the CO2 in North<br />
America, geo sequestration or bioreactor sequestration,<br />
what matters is that Linc Energy has the answer to its CO2<br />
question, and in due course I believe this will in fact be a<br />
very strong business for the future.<br />
22<br />
Outlook<br />
Linc Energy has always had an exciting future with growth<br />
potential around the world. We are firmly committed to the<br />
commercialisation of UCG to GTL technologies in Australia<br />
and abroad, and work continues on conceptual design<br />
development and commercial planning for our 20,000 bpd<br />
UCG to GTL facility.<br />
No one could have predicted the volatility in the share<br />
and commodities market over the past twelve months.<br />
Yet despite all the turmoil and uncertainty it has been an<br />
extraordinarily busy and successful year for Linc Energy.<br />
We have delivered on one of the largest exploration and<br />
drilling programs in the Company’s history. Through this<br />
program we have enhanced the value of our coal assets<br />
significantly and are in a competitive process to realise<br />
some of the value of those coal assets as we start to<br />
sell some of them via the UBS sale process. We have<br />
successfully raised over $65.1 million of new capital that<br />
secures the future of the Company to grow and expand.<br />
We purchased the Wyoming coal acreage and have<br />
recently commenced site evaluation of the coal there.<br />
And in a market where companies are reducing their staff<br />
levels we continue to employ more people to strengthen our<br />
team and capability.<br />
We successfully completed the acquisition of SAPEX and<br />
we are seeking more coal in the United States. These<br />
acquisitions set up Linc Energy for growth in both Australia<br />
and in North America. We also signed contracts with our<br />
partners in Vietnam to commence the first UCG project<br />
in Vietnam.<br />
Most importantly, we have delivered a significant world-first<br />
by successfully producing liquids from the UCG to GTL<br />
process and Linc Energy continues to enhance its GTL<br />
program with great success, with a focus upon jet fuel<br />
production over the coming months. The value of this GTL<br />
success should not be underestimated as we have proven<br />
that our vision to monetise stranded coal and turn that coal<br />
into syngas via UCG and then convert that gas into valuable<br />
diesel was right and we as a company can drive forward<br />
to commercialisation. We have now turned to the practical<br />
commercialisation of that vision by appointing Aker<br />
Solutions to undertake the concept design for the<br />
20,000 bpd plant.<br />
These are all significant achievements in any single year, let<br />
alone a year with the uncertainty of the financial melt-down<br />
as we have all just lived through. During these difficult times<br />
we maintained focus on delivering on our commitments<br />
even if the pace of delivery had slowed over these past<br />
few months due to outside influences. Linc Energy has<br />
stayed focused and improved the Company considerably,<br />
particularly consolidating a lot of the good work from last<br />
year into a stable company, creating a platform for Linc<br />
Energy to springboard into the future.<br />
Although I would love to have completed everything faster<br />
and been more aggressive, the world had other ideas upon<br />
timing, and to that extent I am very proud of the way we<br />
at Linc Energy have handled the past twelve months,<br />
and most importantly, that we are very well positioned<br />
to take advantage of the next twelve months.<br />
We are taking some very exciting steps here at Linc<br />
Energy, and each step takes us that much closer to our<br />
first commercial operation. I look forward to that progress<br />
blossoming in front of you in the coming year. It is going<br />
to be a year where Linc Energy truly defines itself through<br />
its accomplishments.<br />
Yours sincerely,<br />
Peter Bond<br />
CEO and Managing Director<br />
23
03<br />
ESTABLISHING<br />
GLOBAL<br />
LOCATIONS<br />
Australia<br />
Linc Energy’s Australian activities include:<br />
• The operation of the Chinchilla Demonstration Facility:<br />
Combined UCG and GTL success was first achieved on<br />
14 October 2008 with the first production of liquids.<br />
Wyoming<br />
• Coal exploration in Queensland: While the primary purpose<br />
is to find suitable sites for UCG operations, deposits more<br />
suited to traditional coal mining are prepared as potential<br />
assets for divestment to fund the development of Linc<br />
Energy’s core business.<br />
• South Australian coal, oil and gas exploration: Following<br />
the 2008 merger with SAPEX Limited, Linc Energy is<br />
progressing with coal exploration for its intended first<br />
commercial scale UCG to GTL operation. Linc Energy<br />
is also progressing with options for coal seam gas and<br />
conventional oil and gas exploration.<br />
United States<br />
Linc Energy has signed a contract for the purchase of over<br />
92,000 acres of coal tenements in the Powder River Basin,<br />
Wyoming. This purchase is the first stage of the intended<br />
acquisition of GasTech Inc first announced in December 2008.<br />
Uzbekistan<br />
Linc Energy has progressively acquired over 70 per cent of<br />
Yerostigaz, the only commercial UCG operation in the<br />
world. The acquisition provides Linc Energy with access to<br />
commercial scale operational knowledge about UCG.<br />
Vietnam<br />
Linc Energy has entered into a business cooperation works<br />
contract with VINACOMIN (Vietnam National Coal Minerals<br />
Industries Group) and Japanese company Marubeni<br />
Corporation, to commence stage one of the Tonkin Project in<br />
the Red River Delta. Additional stages of this project, if feasible,<br />
would use UCG to Power to over six million Vietnamese<br />
households.<br />
Uzbekistan<br />
Vietnam<br />
Chinchilla<br />
South Australia<br />
24 25
04REVIEW OF<br />
OPERATIONS<br />
AND ACTIVITIES<br />
Leading a new industry<br />
Linc Energy is an innovative, forward-thinking company<br />
developing a significant energy business based on the<br />
production of cleaner energy solutions.<br />
Underground Coal Gasification (UCG) is a unique<br />
technology that provides access to coal deep underground,<br />
otherwise inaccessible using traditional mining methods.<br />
Linc Energy accesses this coal by in-situ gasification to<br />
produce a high quality synthesis gas (syngas). Syngas<br />
contains key ingredients carbon monoxide and hydrogen.<br />
Aboveground, UCG syngas is processed in a Gas to Liquids<br />
(GTL) plant using Fischer-Tropsch technology to produce<br />
high quality, sulphur free, synthetic liquid hydrocarbons.<br />
UCG syngas is a suitable feedstock for Linc Energy’s<br />
GTL process to produce cleaner liquid transport fuels<br />
such as synthetic diesel and jet fuel. Syngas is also an<br />
ideal feedstock for combined cycle, gas turbine power<br />
generation. It is also a valuable feedstock for the production<br />
of a range of other chemical and energy commodities.<br />
The 2008–<strong>2009</strong> financial year was indeed one of growth<br />
for Linc Energy. Linc Energy grew in experience and<br />
in employee numbers. It has been a year of important<br />
technological achievement with some very significant goals<br />
and challenges achieved and met. Linc Energy is impatient<br />
to achieve its goals towards commercialisation and the<br />
focus for the next period is firmly fixed on the significant<br />
challenges that lie ahead. The <strong>2009</strong>–2010 period will<br />
see significant progress in technology development as<br />
plans progress for the construction of Linc Energy’s first<br />
commercial operation.<br />
Securing new energy sources<br />
Australia is a nation rich in coal resources, but is relatively<br />
poor in conventional petroleum. Much of Australia’s coal<br />
is deep underground and stranded if conventional mining<br />
was the sole mining solution. Linc Energy’s combined UCG<br />
and GTL technologies provide a solution for securing<br />
energy within Australia’s borders, reducing the nation’s<br />
reliance on imported oil products.<br />
UCG and GTL technologies have the ability to unlock<br />
stranded energy in other coal rich nations around the world<br />
and can provide such countries with greater energy security<br />
and alternate supplies of high quality, cleaner burning liquid<br />
transport fuels.<br />
The technology<br />
Gas to Liquids<br />
Final construction activities on the GTL pilot plant were<br />
completed in August 2008 and the world’s first UCG to<br />
GTL demonstration facility was ready for commissioning.<br />
Linc Energy’s operations and engineering teams put the<br />
initial design to the test. Part of the challenge to develop<br />
new technologies, and/or combine existing, proven<br />
technologies is to ensure that the appropriate skills<br />
and experience are in place and that these are effective<br />
to overcome challenges. Long hours and hard work paid<br />
off in October 2008 when syngas was first introduced<br />
into the Fischer-Tropsch reactor, achieving conversion<br />
to liquid hydrocarbons.<br />
Following this initial success, a number of start-up<br />
modifications were identified and implemented throughout<br />
the remainder of 2008. During this period, Linc Energy’s<br />
GTL technology team grew in numbers and competence<br />
with the appointment of key, highly skilled engineers<br />
with backgrounds in gas clean-up, Fischer-Tropsch<br />
and refining technologies and with expertise in commercial<br />
and pilot plant operation, plant design, engineering<br />
and project management.<br />
By following a systematic approach to troubleshooting,<br />
stable and reliable operation of the synthesis gas cleaning<br />
and compression systems was achieved. This enabled<br />
the team to focus on comparing actual plant performance<br />
against design values, evaluate optimisation opportunities<br />
in contaminant removal and to gather important information<br />
during sustained periods of UCG to GTL operation to fully<br />
understand the integration of the two technologies. During the<br />
first two quarters of <strong>2009</strong>, four Fischer-Tropsch campaigns<br />
were conducted. Each campaign brought incremental<br />
improvement and learning. Linc Energy’s research laboratory<br />
contributed significantly to campaign success by operating<br />
a small scale Fischer-Tropsch reactor while simultaneously<br />
operating the main reactor of the pilot plant on identical UCG<br />
syngas. The laboratory reactor was able to demonstrate high<br />
carbon monoxide and hydrogen conversions over extended<br />
periods using gas taken from the plant. This provided not<br />
only valuable data but also significant confidence that further<br />
process improvement could be achieved.<br />
These achievements, coupled with advances in gas cleanup<br />
through continuous liaison with catalyst and chemical<br />
suppliers, enabled the GTL team to produce even higher<br />
quality syngas with contaminants in the parts per billion<br />
(ppb) range. The subsequent improved performance of<br />
the Fischer-Tropsch reaction section resulted in the production<br />
of appreciable quantities of high quality syncrude during<br />
these campaigns.<br />
The next stage of improvement work will focus on increasing<br />
catalyst activity, and subsequently, production rates. Work to<br />
further improve the Fischer-Tropsch catalyst reduction system<br />
is well under way and a program of Fischer-Tropsch catalyst<br />
options and performance testing (both in-house and external)<br />
is being expanded. Refinements and improvements in the UCG<br />
process, as a result of integrated pilot plant campaigns, have<br />
been implemented in the next generation pilot gasifier, which<br />
is nearing design completion.<br />
The results from the pilot work have and will continue to be<br />
used as key inputs during conceptual engineering of the<br />
commercial scale UCG to GTL facility. Since the beginning<br />
of <strong>2009</strong>, the GTL technology team has been working on the<br />
scope for the conceptual project and compiling the design<br />
basis for Linc Energy’s 20,000 barrel per day commercial<br />
UCG to GTL facility planned for South Australia. The team has<br />
also evaluated key Australian-based engineering companies<br />
to assist in Linc Energy’s GTL technology development.<br />
A technology partner selection process resulted in Linc Energy<br />
partnering with Aker Solutions to complete the conceptual<br />
design package by the end of the first quarter of 2010.<br />
Underground Coal Gasification<br />
Linc Energy made a significant investment during the year to<br />
further develop its UCG technology platform. The investment,<br />
largely in the form of a greatly expanded technology team,<br />
resulted in the acceleration of Linc Energy’s UCG technology<br />
development. This will further drive Linc Energy towards<br />
commercialisation as its technologies reach maturity.<br />
The UCG technology platform being developed is multidisciplinary.<br />
It links generator cavity growth modelling with<br />
gasification modelling and engineering, which in turn is<br />
linked with geological and hydrogeology understanding and<br />
modelling. The technology will allow Linc Energy to predict<br />
the volume, quality and cost of synthesis gas (and contained<br />
energy) produced from coal resources as they are identified.<br />
This platform will also be used as the basis for design,<br />
construction and operation of commercial UCG generators.<br />
The Linc Energy technology team is also developing the<br />
drilling, well design and other specialist engineering aspects<br />
of the technology to confirm cost and reliability objectives<br />
for commercial scale operations.<br />
26 27
04 REVIEW OF<br />
OPERATIONS AND<br />
ACTIVITIES CONTINUED<br />
Underground Coal Gasification<br />
Continued<br />
To provide the necessary confidence in Linc Energy’s<br />
technology, it is important to have an operating UCG site<br />
that provides for technological testing and validation. In this<br />
light, the Chinchilla Demonstration Facility has played a very<br />
significant role during the past year. It remains a source of<br />
significant competitive advantage, as will each subsequent<br />
project opportunity, including those planned for South<br />
Australia, Vietnam and the United States.<br />
Over the past financial year in Chinchilla, Linc Energy’s<br />
Generator 3 (the third UCG generator) was commissioned<br />
and operated. Generator 3 produced syngas continuously<br />
over a period of about 10 months, making it one of the<br />
longest western-world UCG demonstrations. During that<br />
time, it provided syngas for Linc Energy’s GTL plant.<br />
Over a number of GTL campaigns, the UCG syngas was<br />
demonstrated as a suitable feedstock for the production<br />
of high quality liquid hydrocarbons when used with Linc<br />
Energy’s specially configured Fischer-Tropsch technology.<br />
This was a key test for the combined success of its UCG<br />
and GTL technologies.<br />
Generator 3 used air as the oxidant, producing gas at a<br />
pressure of approximately eight atmospheres. During its<br />
operating life, it produced gas of consistent quantity<br />
and quality. When expressed on a nitrogen-free basis, the<br />
gas had a typical composition of 32 per cent hydrogen;<br />
17 per cent carbon monoxide and 18 per cent methane.<br />
The hydrogen/carbon monoxide ratio of 1.81 was ideal<br />
for Linc Energy’s GTL process.<br />
By the end of the year, Linc Energy began to shutdown<br />
Generator 3 and prepare for cavity cleansing and<br />
remediation. Successful shutdown and remediation<br />
is an important phase in the operating life of a UCG<br />
generator. Linc Energy’s ability to demonstrate successful<br />
management of the environmental performance of UCG<br />
during all stages of operations is another critical factor<br />
for its future success. The UCG technology team has<br />
also ably led this important shutdown work.<br />
Linc Energy is well-advanced with the engineering of its<br />
next UCG generator. Generator 4 will be developed using<br />
the latest technology and engineering. It will demonstrate,<br />
amongst other things, higher production rates and<br />
increased coal recovery capability to further validate Linc<br />
Energy’s UCG technology development, much of which<br />
is aimed at further reducing gas production costs and<br />
increasing reliability. Linc Energy is targeting the end of<br />
<strong>2009</strong> for the start of Generator 4.<br />
During the year, UCG progress at the Chinchilla<br />
Demonstration Facility required input from the Yerostigaz<br />
team in Uzbekistan. During the early phases of Generator 3<br />
design and commissioning, assistance from this team was<br />
crucial. The Yerostigaz facility remains an ongoing source<br />
of technical support that will continue to prove invaluable<br />
for Linc Energy’s future.<br />
The operations<br />
Chinchilla Demonstration Facility<br />
The Chinchilla Demonstration Facility was significantly<br />
transformed during the past financial year. In addition to<br />
the construction and commissioning of the GTL plant and<br />
UCG Generator 3, there were significant enhancements to<br />
the site infrastructure. This included new roads, extended<br />
and improved IT infrastructure, a new laboratory, safety and<br />
emergency management infrastructure, and lighting and<br />
telecommunications improvements. These enhancements<br />
were essential for the development and operation of a<br />
facility that effectively showcases Linc Energy’s vision to<br />
develop a large synthetic fuels business from its UCG to<br />
GTL technologies. The Chinchilla Demonstration Facility is<br />
a professional, well-maintained operation that can now lay<br />
genuine claim to being a world-class demonstration facility.<br />
During the past year, Linc Energy significantly increased<br />
its focus on safety performance. The Health and Safety<br />
Management Plan was reviewed and revised in preparation<br />
for the start of operations. Key safety standards were<br />
developed for all high risk areas within Linc Energy’s<br />
operations. This review and the standards developed<br />
assisted the implementation of critical safety systems,<br />
including equipment isolation and lock out, electrical safety,<br />
and the handling of hazardous substances. To ensure these<br />
systems were fully and effectively implemented, a significant<br />
amount of training and familiarisation occurred with staff<br />
and contractors and investment was made in site safety<br />
infrastructure and related tools.<br />
The Emergency Management Plan was also reviewed and<br />
elements of this revised plan are regularly tested to ensure<br />
it is capable of responding to an emergency should one<br />
arise. Successful emergency exercises involving local<br />
emergency services were also undertaken. These activities<br />
provide further evidence of Linc Energy’s growth<br />
and maturity.<br />
Safety systems and the resulting levels of compliance were<br />
evaluated by an extensive third party audit process. The<br />
audits confirmed the progress achieved and provided the<br />
basis for future improvement. Linc Energy also conducted<br />
a health risk assessment, targeting the highest potential<br />
health risks at the facility. Findings from the work confirmed<br />
Linc Energy employees are not being exposed to any<br />
substances at levels that may pose any chronic health<br />
impacts. This was a very important validation of Linc<br />
Energy’s operating conditions and work practices.<br />
Although significant effort was made to improve safety<br />
performance during the past year, there were four lost time<br />
injuries (LTIs) suffered by employees and contractors. LTIs<br />
included an off-site motor vehicle accident, two sprained<br />
ankles and an eye injury suffered by a contract driller.<br />
Two of the LTI injuries involved contractors. All LTIs, other<br />
than the motor vehicle accident, were of low potential<br />
consequence. Pleasingly, there were no significant injuries<br />
or incidents encountered during the significant construction<br />
activity associated with the GTL plant nor during the first<br />
half of <strong>2009</strong>.<br />
During the latter half of 2008, the Chinchilla Demonstration<br />
Facility laboratory was completed to support UCG and<br />
GTL operations. The laboratory includes a process control<br />
laboratory to provide real time analytical support. A Fischer-<br />
Tropsch reactor laboratory provides the ability to test the<br />
performance of Fischer-Tropsch catalysts under a range of<br />
conditions, using both synthetically blended synthesis gases,<br />
and gas piped directly from the GTL plant during operation.<br />
The ability to confirm the quality of UCG synthesis gas and<br />
expected GTL plant conversions in real time is pivotal for GTL<br />
technical development. Three gas chromatographs are now<br />
available in the laboratory and provide accurate, timely UCG<br />
and GTL gas analysis. The gas chromatographs also provide<br />
the capability for Linc Energy to categorise the nature of<br />
the high quality synthetic liquids produced at the facility.<br />
Linc Energy marked the success of its Chinchilla<br />
Demonstration Facility with the official opening by the Federal<br />
Minister for Resources and Energy, the Honourable Martin<br />
Ferguson AM MP on 22 April <strong>2009</strong>. By this time, the Chinchilla<br />
Demonstration Facility had become a world-class showcase of<br />
Linc Energy’s vision. The investment in infrastructure, training<br />
and systems, coupled with the passion and commitment of<br />
the Chinchilla-based operations staff, all contributed to this<br />
remarkable achievement.<br />
Environmental management<br />
During the year, Linc Energy’s environmental management<br />
focused on preparing information for progressing commercial<br />
approval for UCG in Queensland, monitoring environmental<br />
performance of the Chinchilla Demonstration Facility operations<br />
and establishing an environmental management system.<br />
A new environmental policy was developed to reiterate<br />
Linc Energy’s commitment to minimising environmental risk.<br />
The team also began to systemise environmental management<br />
with the development of an environmental management system.<br />
28 29
04 REVIEW OF<br />
OPERATIONS AND<br />
ACTIVITIES CONTINUED<br />
Environmental management<br />
Continued<br />
In February, the Queensland Government released a UCG<br />
policy that established an expert scientific panel to assess<br />
the social, economic and environmental impacts associated<br />
with UCG. The panel will consider ‘pilot project reports’<br />
submitted by various UCG companies operating within<br />
Queensland. The panel will then report its findings to the<br />
Queensland Government.<br />
Linc Energy has progressed its Environmental Impact<br />
Statement (EIS) for the proposed Chinchilla commercial<br />
facility and is able to rely on information collected as part<br />
of that process to contribute strongly to the expert UCG<br />
policy panel. Linc Energy will continue to progress impact<br />
modelling at both pilot and commercial scale sites to<br />
contribute to the assessment activities of the panel.<br />
In 2008, an extensive system of groundwater piezometers<br />
was installed to enable further assessment of Chinchilla<br />
groundwater conditions. This investment provides further<br />
data to allow for the modelling of groundwater impacts and<br />
confirms that, when appropriately designed and managed,<br />
UCG can be undertaken without deleterious impacts on<br />
the groundwater environment. This adds to the already<br />
extensive data set of groundwater parameters gathered<br />
over 10 years at the Chinchilla Demonstration Facility,<br />
confirming the environmental credentials of Linc Energy’s<br />
operations and technologies.<br />
During the year, Linc Energy was free of serious<br />
environmental incidents and was not subjected to any<br />
enforcement action by regulators in any state or territory<br />
of Australia.<br />
Exploration<br />
Linc Energy’s business requires an active exploration<br />
program to identify suitable resources for UCG. Coal that<br />
is suitable for UCG is deep underground and is generally<br />
unsuitable for extraction by traditional methods. With a<br />
diverse and extensive portfolio of coal deposits, Linc Energy<br />
aims to ensure it has sufficient coal resources to sustain<br />
UCG operations well into the future.<br />
Arckaringa Basin<br />
Extensive review of the South Australian Arckaringa Basin<br />
tenements took place following the SAPEX Limited merger.<br />
The review was conducted to identify suitable locations<br />
for initial appraisal drilling within the seven vast Petroleum<br />
Exploration Licences (PELs). Following confirmation of<br />
nine drilling locations, Linc Energy has now conducted all<br />
necessary notifications and clearances and has submitted<br />
final paperwork with Primary Industries and Resources<br />
South Australia (PIRSA), in anticipation for the start of<br />
drilling. The nine exploration wells will seek to evaluate<br />
the UCG potential of Linc Energy’s Arckaringa tenements<br />
through extensive testing and gathering of relevant<br />
geological data, including geophysical, geotechnical<br />
and hydrogeological information.<br />
Biloela<br />
The drilling of a preliminary four hole program was<br />
completed in March <strong>2009</strong> within Exploration Permit for<br />
Coal (EPC) 908, near Biloela, central Queensland. The<br />
basin is considered prospective for tertiary aged low rank<br />
coals, potentially suitable for UCG. Drilling was centred in<br />
the vicinity of historical Geological Survey of Queensland<br />
Stratigraphic hole, Monto 5. Whilst drilling encountered<br />
several coal intersections at depths below 150 metres, they<br />
were found to be of insufficient thickness and continuity to<br />
be considered suitable for the UCG process. A basin wide<br />
review is currently being conducted to appraise all Linc<br />
Energy tenements within the area (EPCs 908, 909, 1248<br />
and 1323) for other potentially suitable drilling locations.<br />
Chinchilla<br />
Linc Energy’s Chinchilla project area consists of Mineral<br />
Development Licence (MDL) 309, EPC 635 and EPC 897.<br />
Linc Energy submitted a Mining Lease application for this<br />
area. From June to December 2008, a significant drilling<br />
program was undertaken and consisted of 26 chip holes<br />
and 30 core holes. This work brought the total exploration<br />
at the site to in excess of 250 holes. The drilling allowed<br />
for a large upgrade in the quantified coal resource (in<br />
accordance with the JORC Code1 ) for the project area.<br />
In January <strong>2009</strong>, this totalled 775 million tonnes, consisting<br />
of 24 million tonnes Measured, 383 million tonnes Indicated<br />
and 368 million tonnes Inferred1 .<br />
Dalby<br />
Drilling in Linc Energy’s Dalby tenements (MDL 371a)<br />
concluded in December 2008. Following collation of<br />
drilling results, Xenith Consulting analysed the data and<br />
identified a total Inferred coal resource in accordance with<br />
the JORC Code of 146 million tonnes1 . This report was<br />
lodged with the Department of Employment, Economic<br />
Development and Innovation (previously the Department of<br />
Mines and Energy) in June <strong>2009</strong> as part of the supporting<br />
documentation for Linc Energy’s MDL application 371a. On<br />
5 June <strong>2009</strong>, Linc Energy also lodged an EPC application<br />
(EPC 1770) within MDL 371a. This application was an<br />
effective replacement for previous Linc Energy EPC 704.<br />
Emerald<br />
In June 2008, Linc Energy undertook an extensive<br />
exploration drilling program in EPC 980, 1226 and<br />
1267, referred to as the ‘Theresa Project’, with the aim of<br />
delineating an Inferred resource in accordance with the<br />
JORC Code. To date, Linc Energy’s total exploration for the<br />
‘Theresa Project’ has consisted of 47 chip holes and 34<br />
core holes for a total of 21,097 metres drilled.<br />
On 18 November 2008, Linc Energy announced a total coal<br />
resource of 852 million tonnes Inferred (in accordance with<br />
the JORC Code 2 ) for the Theresa area. On 24 November<br />
2008, Linc Energy made an application for a Mining Lease<br />
(MLa 70405) over 104 square kilometres of the area covering<br />
the ‘Theresa’ prospect, which is much of EPC 980 and part<br />
of EPC 1226. A preliminary Initial Development Plan was<br />
completed in support of the Mining Lease application.<br />
On 24 June <strong>2009</strong>, Linc Energy appointed the UBS<br />
Investment Bank to commence the strategic sales process<br />
for this non-core asset.<br />
Galilee<br />
In May <strong>2009</strong>, Linc Energy began an initial 24 core hole<br />
drilling program in the Galilee Basin in the area covered<br />
by MDL application 372. Based on historical drilling<br />
information and initial Linc Energy drilling results, a coal<br />
mineralisation exploration target3 of 5.0 to 5.5 billion<br />
tonnes1 in accordance with the JORC Code has been<br />
identified, including 1.6 to 1.9 billion tonnes identified with<br />
potential for extraction via open cut mining methods within<br />
a depth limit of 120 metres.<br />
The initial program continues to progress well and subject<br />
to continued positive results, it is Linc Energy’s intention<br />
to expand its Galilee program, where it will seek to further<br />
delineate the full potential of the open cut deposit. By<br />
increasing the amount of drilling Linc Energy will seek to<br />
upgrade to Indicated status the entire area defined to have<br />
open cut potential, in accordance with the JORC Code. This<br />
will require a more substantial program with a revised total of<br />
over 100 holes. Linc Energy believes the program will confirm<br />
the viability of a long life, low cost, high quality thermal coal<br />
open cut mining project, of world-class proportions.<br />
On 24 June <strong>2009</strong>, Linc Energy appointed the UBS<br />
Investment Bank to commence the strategic sales process<br />
for this non-core asset.<br />
1 The information in this report relating to exploration results and coal resources is based on information compiled by Troy Turner, who is a member of the Australian Institute of Mining and<br />
Metallurgy and who is employed by Xenith Consulting Pty Ltd. Troy Turner has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration<br />
and to the activity which they are undertaking to qualify as a competent person as defined in the 2004 Edition of the “Australasian Code for Reporting Exploration Results, Mineral<br />
Resources and Ore Reserves”. Troy Turner consents to the inclusion in this report of the matters based on their information in the form and context in which it appears.<br />
2 The information in this report relating to exploration results and coal resources is based on information compiled by Tim Jones, who is a member of the Australian Institute of Mining<br />
and Metallurgy and who is employed by Northern Geoscience Pty Ltd. Tim Jones has sufficient experience which is relevant to the style of mineralisation and type of deposit under<br />
consideration and to the activity which they are undertaking to qualify as a competent person as defined in the 2004 Edition of the “Australasian Code for Reporting Exploration Results,<br />
Mineral Resources and Ore Reserves”. Tim Jones consents to the inclusion in this report of the matters based on their information in the form and context in which it appears.<br />
3 In accordance with the requirements of clause 18 of the JORC Code regarding exploration, the following compulsory statement concerning exploration targets is included: “The<br />
potential quantity and quality is conceptual in nature, there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the<br />
determination of a Mineral Resource.”<br />
30 31
04 REVIEW OF<br />
OPERATIONS AND<br />
ACTIVITIES CONTINUED<br />
Exploration<br />
Continued<br />
Pentland<br />
Linc Energy is the holder of EPC 526 and applicant for<br />
MDL 361a, covering an area of about 30 square kilometres,<br />
13 kilometres south-west of Pentland, in the Galilee Basin.<br />
In August and September 2008, Linc Energy drilled seven<br />
holes. The aim of this drilling and exploration program was<br />
to validate and extrapolate the extensive historical drilling<br />
efforts conducted by the Shell Development Company in<br />
the late 1970s and early 1980s. The information gained<br />
from the drill holes validated the earlier data and was<br />
combined with the historical data for purposes of resource<br />
modelling and estimation, conducted by Xenith Consulting<br />
and made available to Linc Energy in October 2008. Xenith<br />
Consulting identified a total resource in accordance with<br />
the JORC Code of 266 million tonnes of coal1 , consisting of<br />
176 million tonnes in the Indicated category and a further<br />
90 million tonnes in the Inferred category. This report was<br />
lodged with the Department of Mines and Energy (now the<br />
Department of Employment, Economic Development and<br />
Innovation) in support of the MDL application 361.<br />
On 24 June <strong>2009</strong>, Linc Energy appointed the UBS<br />
Investment Bank to commence the strategic sales process<br />
for this non-core asset.<br />
Walloway Basin<br />
In addition to the Arckaringa Basin tenements obtained<br />
through Linc Energy’s merger with SAPEX Limited, Linc<br />
Energy also gained access to exploration tenements in<br />
the tertiary age Walloway and St Vincent Basins in South<br />
Australia via PEL 120. The tenement is favourably located<br />
to existing infrastructure and Linc Energy has identified a<br />
drilling target area in the vicinity of Orroroo, 95 kilometres<br />
east of Port Augusta. This area will undergo six exploration<br />
wells which started in mid-August. The lateral extent of<br />
any coal occurrence will be investigated and its geological<br />
characteristics assessed to evaluate suitability for Linc<br />
Energy’s UCG technology. Relevant clearances and<br />
documentation have recently been completed and lodged<br />
in preparation for field work.<br />
Linc Carbon Solutions<br />
Since June 2008, the focus of Linc Carbon Solutions has<br />
been on bio-sequestration, and more specifically, on using<br />
algae to capture and recycle carbon dioxide into biomass<br />
and oxygen.<br />
After careful planning and with a vision of developing a<br />
commercial photo-bioreactor to mitigate carbon dioxide<br />
emissions, Linc Energy established a laboratory to perform<br />
tests on three different algae species, using artificial lighting<br />
systems to replace sunlight. These lighting systems were<br />
configured with different specifications such as intensity,<br />
wavelength and pulsing frequency to determine their effect<br />
on algal photosynthesis.<br />
After commissioning the laboratory, tests ran for about 40<br />
days. The determination of the correct lighting parameters<br />
is critical to improve the overall efficiency of the process,<br />
allowing for commercial scale development of the<br />
technology. The results did not meet expectations; however<br />
the work was sufficiently encouraging for further trials to be<br />
planned.<br />
Early in <strong>2009</strong>, Linc Carbon Solutions began discussions<br />
with a university and two private companies to seek third<br />
party review of the original test results and plan for a new<br />
experimentation with different algae species, prototypes<br />
and photosynthetic parameters. The next stage of technical<br />
development will take place in <strong>2009</strong>–2010 once the<br />
appropriate partner is confirmed to undertake this work.<br />
Following work completed during the year, Linc Carbon<br />
Solutions has applied for patents for the novel reactor and<br />
lighting system designs it has developed. These patents are<br />
currently pending.<br />
1 The information in this report relating to exploration results and coal resources is based on information compiled by Troy Turner, who is a member of the Australian Institute of Mining and<br />
Metallurgy and who is employed by Xenith Consulting Pty Ltd. Troy Turner has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration<br />
and to the activity which they are undertaking to qualify as a competent person as defined in the 2004 Edition of the “Australasian Code for Reporting Exploration Results, Mineral<br />
Resources and Ore Reserves”. Troy Turner consents to the inclusion in this report of the matters based on their information in the form and context in which it appears.<br />
South Australia<br />
A great deal of progress has been made in South Australia<br />
over the past financial year. The merger agreement<br />
between Linc Energy and SAPEX Limited was finalised on<br />
15 October 2008 and as a result, 366 SAPEX shareholders<br />
joined the Linc Energy share registry.<br />
Throughout the year, SAPEX was integrated into the Linc<br />
Energy business. This included familiarising Adelaidebased<br />
staff, fitting out a new Linc Energy office, merging<br />
business systems and preparing for <strong>2009</strong> South Australian<br />
exploration activities. Linc Energy expects its staffing and<br />
representation in South Australia to increase throughout<br />
<strong>2009</strong>–2010 as work progresses in exploration and project<br />
development.<br />
As South Australian activities gained momentum, Linc<br />
Energy identified stakeholder engagement as an important<br />
priority. Four stakeholder groups were identified for focused<br />
engagement during the year. These groups were the<br />
Federal Government, South Australian Government, Local<br />
Government (Queensland and South Australia) and the<br />
landowners residing on Linc Energy’s tenements.<br />
Throughout the year Linc Energy representatives met with<br />
the Honourable Martin Ferguson AM MP, Federal Minister<br />
for Resources and Energy, and Minister for Tourism several<br />
times. Discussions were also held with the South Australian<br />
Premier, the Honourable Mike Rann MP; the Minister for<br />
Transport, Energy, the Honourable Patrick Conlon MP; and<br />
the Minister for Mineral Resources and Development, the<br />
Honourable Paul Holloway MLC. All discussions were very<br />
positive, with the level of support from the Premier and the<br />
Ministers greatly appreciated. Linc Energy representatives<br />
also met with other relevant government departments on<br />
numerous occasions where support for Linc Energy’s<br />
success in South Australia was again confirmed. This was<br />
particularly evident when Linc Energy started the process of<br />
obtaining drilling and exploration approvals for its activities<br />
in the Walloway Basin.<br />
Planning for drilling and exploration in the Arckaringa and<br />
Walloway Basins has been another priority for Linc Energy.<br />
Tenements within these basins are strategically located with<br />
access to highways, rail, ports and power. The local Orroroo<br />
Council has assisted Linc Energy with its preparatory<br />
activities for the Walloway program with that drilling planned<br />
for commencement in August <strong>2009</strong>. Linc Energy expects<br />
the exploration program to be complete before the end of<br />
<strong>2009</strong> to enable Linc Energy to identify a suitable location<br />
for its first commercial operation in South Australia.<br />
Linc Energy continues to enjoy strong support from<br />
the South Australian Government and is developing<br />
a constructive relationship with PIRSA as it continues<br />
with exploration approvals for its <strong>2009</strong> drilling program.<br />
Linc Energy looks forward to assessing the results of<br />
the initial UCG exploration program by the end of <strong>2009</strong>.<br />
The next phase of assessment will focus on sites that<br />
appear to have the highest potential for large,<br />
value-creating and sustainable UCG operations.<br />
The PELs acquired through the merger were identified<br />
by SAPEX as being good prospects for conventional oil<br />
and gas resources. The Arckaringa Basin is to date largely<br />
unexplored for petroleum resources and Linc Energy is<br />
working to exploit the potential for economic petroleum<br />
resources in the region. Existing seismic, drilling and<br />
other exploration data is currently being reviewed.<br />
Over the coming year, Linc Energy plans to design and<br />
permit a reconnaissance drilling program to improve<br />
its knowledge of the potential for economic oil and gas<br />
discoveries in the Arckaringa Basin. Linc Energy also plans<br />
to select suitable partners with demonstrated capability to<br />
plan and operate drilling wildcat wells for the evaluation<br />
of oil and gas potential to start drilling for conventional<br />
oil and gas resources.<br />
32 33
04 REVIEW OF<br />
OPERATIONS AND<br />
ACTIVITIES CONTINUED<br />
United States<br />
Linc Energy chose the Powder River Basin in the state<br />
of Wyoming as its initial entry point into the United States<br />
energy market. The Powder River Basin is the largest coal<br />
producing area in the USA, with annual output in excess<br />
of 450 million tonnes, about 38 per cent of total<br />
US production.<br />
The Powder River Basin is a well-established energy hub<br />
with rail, pipeline and power distribution. A total of 14 active<br />
surface mines operate in the Powder River Basin, with<br />
many of the world’s leading mining companies represented<br />
in the region. The largest mines produce more than 80<br />
million tonnes per annum, making them the largest coal<br />
mines in the world. Thick seams of low sulphur coal occur<br />
close to the surface and provide a low cost energy product<br />
which is transported by rail to nearly all parts of the USA.<br />
In May <strong>2009</strong>, Linc Energy signed a purchase agreement<br />
to acquire 94 Wyoming state coal leases. These leases<br />
contain more than 92,000 acres of Powder River Basin<br />
tenements and are believed to hold a significant coal<br />
deposit in the deeper, central parts of the basin. These can<br />
not be mined economically using conventional methods.<br />
The quality of coal in the Powder River Basin deposits is<br />
favourable for UCG. Governor Dave Freudenthal welcomed<br />
Linc Energy to Wyoming and offered the assistance of state<br />
administrators as Linc Energy prepares its first UCG<br />
permit application.<br />
In the coming financial year, Linc Energy plans to establish<br />
offices in the USA and assemble a team of technical,<br />
professional and administrative employees based in the<br />
USA. Linc Energy also plans to submit permit applications<br />
as required to begin a UCG trial operation in the Powder<br />
River Basin, with a view toward moving directly from the<br />
trial to a commercial operation. Ultimately, Linc Energy<br />
aims to evaluate and acquire additional key projects<br />
for development using UCG technology.<br />
Vietnam<br />
Work continues on the trial UCG Tonkin Project, which<br />
is a collaboration between VINACOMIN (Vietnam National<br />
Coal Minerals Industries Group), Marubeni Corporation<br />
(a Japanese company) and Linc Energy. The site for the<br />
trial is about 60 kilometres south-east of Hanoi in the Red<br />
River Delta. This region is in need of energy supply.<br />
The last of the necessary Tonkin Project business contracts<br />
was finalised on 21 April <strong>2009</strong> when VINACOMIN and<br />
Marubeni Corporation attended the official opening of Linc<br />
Energy’s Chinchilla Demonstration Facility. Linc Energy is<br />
currently working with its partners to prepare and submit<br />
the necessary documentation to the local Vietnamese<br />
authorities to obtain an investment licence. It is expected that<br />
project approvals will be in place by late September <strong>2009</strong>.<br />
Linc Energy’s Chief Operating Officer Stephen Dumble<br />
attended the first management committee meeting in<br />
Hanoi on 21 May <strong>2009</strong>. The management committee has<br />
one representative each from Linc Energy and Marubeni<br />
Corporation, and two representatives from VINACOMIN.<br />
The management committee meetings will play an<br />
important role in guiding the execution and commissioning<br />
of the stage 1 project in addition to overseeing the<br />
governance and management control of the joint venture.<br />
Linc Energy’s technical team continues to work on many<br />
innovative ways to handle the unique challenges to be<br />
confronted in the Red River Delta. This is seen as an<br />
opportunity to develop portable, skid-mounted production<br />
units to provide Linc Energy with a set of tools to routinely<br />
and cost effectively undertake UCG trial projects in any<br />
location in the future.<br />
Stage 1 of the program, including 60 days of gas<br />
production, is planned for completion within twelve months.<br />
This stage will determine the suitability of the Red River<br />
Delta for UCG. If successful, Stage 2 of the program will<br />
start for the development of a commercial UCG field to<br />
provide syngas for much needed power generation<br />
in this region in Vietnam.<br />
Yerostigaz<br />
Linc Energy holds a 72.9 per cent majority controlling share<br />
in the only commercial UCG plant in the world, Yerostigaz.<br />
Based in Angren in the mountains of eastern Uzbekistan,<br />
Yerostigaz produces 1,000,000m 3 of syngas each day to<br />
supply the local state-owned 600 megawatt power station.<br />
A regional city, Angren depends on the reliable consistency<br />
of syngas from Yerostigaz to supply the dual fuel<br />
(thermal coal and syngas) power station. The Uzbekistan<br />
Government acknowledges Yerostigaz as the highest<br />
performing energy asset in the country, using technology<br />
that has consistently provided gas since it began<br />
commercial operations in 1961.<br />
The high quality syngas contains exceptional levels<br />
of carbon monoxide, hydrogen and methane, delivering<br />
a greater energy value above the requirements of Angren<br />
Power Station. Syngas from Yerostigaz is a valuable<br />
product and it compensates the power station when<br />
its supply of coal is strained.<br />
Yerostigaz is well ahead of its drilling program and hopes<br />
to reach stretch targets to minimise the amount of drilling<br />
required during the colder months. This will allow for<br />
maintenance to be conducted during this time.<br />
Current production levels and coal reserves indicate that<br />
Yerostigaz has at least another 30 years of expected life.<br />
A Linc Energy senior executive was recently appointed<br />
to the Yerostigaz Supervisory Board to provide direct<br />
involvement in the plant and its development. In a<br />
modernisation program, older items of plant and equipment<br />
are currently being replaced to further improve the<br />
performance of Yerostigaz. This program will start with<br />
the replacement of drilling equipment and will address<br />
the continuous production aspects of the plant, including<br />
air and gas flow considerations.<br />
UCG technology at the Yerostigaz plant is highly valued.<br />
Yerostigaz UCG exploits and extracts the energy potential<br />
from unrecoverable coal, as an alternative to traditional mining<br />
methods. There is significant interest in Yerostigaz from other<br />
resource owners around the world. The high demand for this<br />
technology demonstrates the significant value that Linc Energy<br />
has and will further gain from this strategic asset, now<br />
and in the future.<br />
34 35
05<br />
LEADERSHIP<br />
TEAM<br />
BRIAN JOHNSON<br />
CHAIRMAN,<br />
NON-EXECUTIVE DIRECTOR<br />
Mr Johnson is a civil engineer<br />
with extensive experience in the<br />
construction and mining industries<br />
in Australia, South-East Asia, and<br />
North America. He has held a<br />
number of directorships in listed<br />
public companies in Australia<br />
and overseas.<br />
As a major shareholder and<br />
Chief Executive, Mr Johnson was<br />
instrumental in establishing both<br />
Portman and Mount Gibson Iron<br />
in the iron ore industry in Western<br />
Australia. Mr Johnson personally<br />
partnered Mr Lang Hancock in<br />
the development and operation of<br />
McCamey’s Monster iron ore mine<br />
in the Pilbara region, prior to its sale<br />
to BHP, and the Woodie Woodie<br />
manganese mines in the same area.<br />
His involvement in the coal industry<br />
has been as Chairman of South<br />
Blackwater Mines and in the<br />
development of the Burton Downs<br />
mine in Queensland, and the<br />
establishment of Austral Coal<br />
in NSW.<br />
PETER BOND<br />
MANAGING DIRECTOR<br />
Mr Bond has a successful track<br />
record in the coal and gold mining<br />
industries, both in Australia<br />
and overseas.<br />
Building on his early engineering<br />
background, he has gained a unique<br />
knowledge and understanding<br />
of the coal mining industry over<br />
the course of a diversified career<br />
spanning more than 20 years. His<br />
various companies are recognised in<br />
the mineral processing industry for<br />
both innovation and efficiency. Mr<br />
Bond has experience in the design,<br />
installation, commissioning and<br />
operation of complex processing<br />
plants and projects.<br />
Mr Bond’s business interests include<br />
mineral, mining and associated<br />
operations in Australia and South<br />
East Asia. Mr Bond was appointed<br />
to the Board in October 2004.<br />
KEN DARK<br />
NON-EXECUTIVE DIRECTOR<br />
Mr Dark was appointed to the Linc<br />
Energy Board in October 2004.<br />
He began his career in the area of<br />
industrial and electrical engineering.<br />
He went on to become a recognised<br />
specialist in the aluminium smelting<br />
industry where he led multidisciplined<br />
project engineering<br />
teams both in Australia and Canada,<br />
including work with Alcan Inc.<br />
Mr Dark later established and<br />
continues to operate a highly<br />
successful business in the fuel<br />
distribution and retail industry. He<br />
has represented fuel distributors<br />
and retailers, chairing the national<br />
marketing committees of two<br />
major fuel companies, leading the<br />
franchise negotiation committee to<br />
the successful renewal of national<br />
contracts with one of the oil majors.<br />
During the past year Mr Dark<br />
has successfully completed<br />
studies required to be admitted<br />
as a graduate of the Australian<br />
Institute of Company Directors. Mr<br />
Dark holds tertiary qualifications<br />
in industrial electronics and<br />
electronics engineering.<br />
STEPHEN DUMBLE<br />
CHIEF OPERATING OFFICER<br />
Stephen Dumble is a Chemical<br />
Engineer by profession, with<br />
extensive technical, operations and<br />
project management experience<br />
in the mining and metals industry.<br />
Stephen joined Linc Energy<br />
following 11 years with Rio Tinto,<br />
including a Project Director role on<br />
the Rio Tinto Yarwun 2 Alumina<br />
Refinery Project in Gladstone. He<br />
has also worked in a wide range<br />
of commodity businesses, both in<br />
operational, project development<br />
and technical leadership roles.<br />
Stephen’s experience in the<br />
process industries, particularly<br />
in the development and<br />
management of major projects,<br />
is invaluable for his role at Linc<br />
Energy. Responsible for all<br />
operational aspects of Linc Energy,<br />
Stephen will guide the business as<br />
it moves to commercialise its own<br />
major project – the construction<br />
of the first commercial UCG to<br />
GTL facility.<br />
ROB STRATFORD<br />
CHIEF FINANCIAL OFFICER<br />
Rob Stratford is a current member<br />
of the Institute of Chartered<br />
Accountants of Australia and<br />
New Zealand, with a Bachelor of<br />
Commerce majoring in Accounting<br />
and Economics.<br />
With 17 years’ experience, Rob has<br />
enjoyed senior financial executive<br />
roles across a wide range of<br />
industries, including energy, banking<br />
and education, most of which<br />
were publicly-listed companies in<br />
Australia and New Zealand. Rob has<br />
a strong background in governance<br />
and creating improved business<br />
outcomes through the application<br />
of his finance acumen, having had<br />
significant experience with IPOs,<br />
mergers, acquisitions and due<br />
diligence.<br />
Rob brings a wealth of experience<br />
and knowledge to the management<br />
team at Linc Energy. As Chief<br />
Financial Officer, he is focused<br />
on ensuring finances are properly<br />
managed, whilst helping shape the<br />
direction of Linc Energy towards<br />
commercialisation.<br />
JUSTYN PETERS<br />
GENERAL MANAGER,<br />
GOVERNMENT AND<br />
BUSINESS DEVELOPMENT<br />
Justyn Peters has more than 25<br />
years’ extensive environmental<br />
management experience. He is also<br />
a qualified solicitor and barrister.<br />
Justyn’s experience includes<br />
University Environment<br />
Lecturer, Legal Counsel for the<br />
Department of Environment<br />
and Heritage, Manager of<br />
Compliance and Investigation<br />
for the Queensland EPA, Acting<br />
Director of Environment for the<br />
EPA, Environment Advisor for the<br />
Queensland Mining Council, and<br />
National Environment and Property<br />
Manager and Head of Business<br />
Development for North Asia for<br />
Airservices Australia, an Australian<br />
Government statutory authority.<br />
His role at Linc Energy<br />
involves managing all affairs<br />
of a government and business<br />
development nature. His<br />
knowledge and experience in North<br />
Asia has seen Linc Energy develop<br />
sound commercial relationships<br />
and opportunities in India, Vietnam,<br />
China and Japan.<br />
36 37
05 LEADERSHIP<br />
TEAM CONTINUED<br />
CRAIG RICATO<br />
COMPANY SECRETARY<br />
AND GENERAL COUNSEL<br />
Craig Ricato has enjoyed a<br />
distinguished legal career and<br />
was formerly a partner in a leading<br />
Brisbane-based law firm, with<br />
specific expertise in the area of<br />
corporate law.<br />
Admitted as a Legal Practitioner<br />
of the Supreme Court in 2001 after<br />
graduating with a Bachelor of Laws<br />
with First Class Honours, his early<br />
career background is in Forensic<br />
Accounting.<br />
In his position at Linc Energy,<br />
Craig ensures compliance with<br />
the regulatory requirements of<br />
both the ASX and ASIC, provides<br />
legal guidance to the Board, and<br />
manages Linc Energy’s legal affairs.<br />
KOBUS TERBLANCHE<br />
GENERAL MANAGER,<br />
GAS TO LIQUIDS<br />
Kobus Terblanche has 20 years’<br />
experience in GTL project<br />
management, operations and<br />
technology management and is<br />
responsible for commercialising<br />
Linc Energy’s GTL business. With<br />
a Masters degree in Chemical<br />
Engineering, specialising in Fischer-<br />
Tropsch slurry technology, Kobus<br />
started his career in basic R&D<br />
with Sasol.<br />
During his career, Kobus has played<br />
a key role in the establishment<br />
and management of organisations<br />
such as Mossgas and PetroSA. He<br />
also turned around and managed<br />
a refining, storage and logistics<br />
business for Glencore in the<br />
Democratic Republic of Congo.<br />
Kobus has an active interest<br />
in business optimisation and<br />
enhancement and has furthered<br />
his expertise through studies at<br />
Stanford University (Executive<br />
Management) and the University<br />
of London (Financial Economics).<br />
NICK COX<br />
MANAGER, GEOLOGY<br />
AND EXPLORATION<br />
Nick Cox has 15 years’ international<br />
experience in the energy services<br />
sector, beginning in the North Sea,<br />
Africa, the former Soviet Union, and<br />
more recently in Asia. He obtained<br />
an Honours degree in Geochemistry<br />
at the Postgraduate Institute of<br />
Sedimentology in Reading, England.<br />
Nick’s previous role as Global<br />
Operations Manager in a coal<br />
seam gas services business saw<br />
him manage teams of engineers<br />
and geologists across the world,<br />
executing a diverse range of energy<br />
projects including coal, oil and<br />
gas exploration and evaluation. He<br />
played a key role in the growth and<br />
success of the company, leading to<br />
a takeover by a large multinational oil<br />
services company.<br />
One of the earliest members of the<br />
Linc Energy UCG technical team as<br />
a Coal Geologist, Nick now leads<br />
the Drilling and Exploration team,<br />
evaluating and testing the diverse<br />
range of targets in Linc Energy’s<br />
exploration portfolio. His experience<br />
in the UCG team greatly assists the<br />
high grading of new UCG projects.<br />
DAVID SMITH<br />
COMMERCIAL MANAGER<br />
David Smith has experience<br />
developing business in<br />
infrastructure, energy, mining,<br />
manufacturing, construction,<br />
telecommunication, generation and<br />
utility industries. As the Commercial<br />
Manager, David is responsible for<br />
developing markets for products<br />
and bi-products of the innovative<br />
UCG and GTL technologies. He is<br />
also responsible for government<br />
relations in Queensland and<br />
managing Linc Energy’s interests<br />
in Yerostigaz in Uzbekistan.<br />
Previously the Operations Manager<br />
for an engineering, environment<br />
and architecture company in the<br />
Middle East, David delivered across<br />
large projects and multi-disciplines.<br />
Prior to that, he was the Chairman<br />
of Infrastructure Association<br />
of Queensland and held many<br />
strategic development management<br />
positions within industry.<br />
David has an MBA from The<br />
University of Queensland, an<br />
Honours degree in Engineering<br />
from the University of Wollongong<br />
and is a Fellow of the Australian<br />
Institute of Company Directors.<br />
MATT BUCHANAN<br />
MANAGER,<br />
ENVIRONMENTAL AFFAIRS<br />
Matt has enjoyed a successful and<br />
diverse career in environmental<br />
management in Queensland over<br />
the last 15 years. He has spent<br />
most of this time in the mining<br />
sector, including as a regulator of<br />
Queensland policy and legislation.<br />
He has successfully completed<br />
challenging projects in the<br />
metalliferous, minerals processing<br />
and mineral sands sectors and<br />
has had significant exposure to<br />
heavy industrial settings, including<br />
smelting, refining and power<br />
generation.<br />
Matt brings to Linc Energy<br />
skills in environmental impact<br />
assessment, project management<br />
and environmental systems and<br />
compliance. In his role, Matt is<br />
responsible for gaining statutory<br />
project approvals, implementing<br />
environmental policy and systems<br />
and managing environmental affairs.<br />
MARIANO MINOTTI<br />
PROJECT MANAGER,<br />
<strong>LINC</strong> CARBON SOLUTIONS<br />
Mariano Minotti is a highly qualified<br />
Industrial Engineer, with a Masters<br />
in Technology and Management<br />
of Energy Companies from the<br />
ISE, in partnership with the IESE<br />
Business School.<br />
Starting his career in Argentina<br />
as a production engineer for<br />
Kimberly-Clark, he was later<br />
awarded a scholarship by Repsol-<br />
YPF to undertake his Masters<br />
degree in Spain. Prior to joining<br />
Linc Energy, he held a number<br />
of engineering roles including<br />
project management, financial and<br />
technical analysis of investment<br />
projects and production planning<br />
and control.<br />
With international experience and<br />
a versatile background, Mariano<br />
heads up Linc Carbon Solutions,<br />
a subsidiary of Linc Energy which<br />
aims to develop a bioreactor that<br />
will allow greenhouse gas emitters<br />
to safely recycle their carbon<br />
dioxide into oxygen and biomass.<br />
38 39
05 LEADERSHIP<br />
TEAM CONTINUED<br />
DON SCHOFIELD<br />
GENERAL MANAGER,<br />
NEW PROJECTS<br />
Don Schofield has extensive<br />
global experience in founding<br />
mining related private and public<br />
companies and has served in<br />
roles including Managing Director,<br />
General Manager, Mine Manager,<br />
Operations Manager, Exploration<br />
Manager and Project Manager<br />
within the petroleum, coal bed<br />
methane, mineral exploration,<br />
mining and drilling industries. He<br />
was also previously involved in some<br />
of the early UCG work performed in<br />
the USA in the early 1980s.<br />
Don’s qualifications include<br />
Bachelor of Science majoring<br />
in mining engineering and<br />
geology and a Master of Arts in<br />
sedimentation and marine geology.<br />
At Linc Energy, Don is responsible<br />
for New Projects including Linc<br />
Energy’s expansion into the United<br />
States and the evaluation of<br />
petroleum exploration potential<br />
of the organisation’s seven<br />
Petroleum Exploration Licences<br />
in South Australia.<br />
40<br />
KIM FRANKS<br />
MANAGER,<br />
HUMAN RESOURCES<br />
Kim Franks joined Linc Energy<br />
in August 2007 and is the driver<br />
behind creating the company’s<br />
world-class team. She has a<br />
wealth of human resources<br />
experience, working in large global<br />
organisations, as well as medium<br />
sized enterprise.<br />
Her past experience includes<br />
human resources roles with Nicol<br />
Robinson Halletts Lawyers and<br />
Deloitte Consulting.<br />
Kim holds a Bachelor of Commerce<br />
from Griffith University with a<br />
double major in Organisational<br />
Behaviour and Human Resources<br />
Management and Industrial<br />
Relations. Kim is also a member<br />
of the Australian Human<br />
Resources Institute.<br />
JANELLE VAN DE VELDE<br />
MANAGER, INVESTOR<br />
RELATIONS AND CORPORATE<br />
COMMUNICATIONS<br />
Janelle van de Velde has nearly<br />
20 years’ experience working for<br />
publicly-listed companies. Having<br />
previously worked for Ergon Energy,<br />
she has a diverse perspective of<br />
the energy industry. Her previous<br />
experience also includes the role of<br />
General Manager of a multi-million<br />
dollar sporting facility.<br />
Janelle joined Linc Energy in August<br />
2006 with the focus to develop<br />
and implement investor relations<br />
programs to keep investors and<br />
business associates informed<br />
as Linc Energy’s vision unfolds.<br />
She is responsible for ensuring<br />
the organisation has a cohesive<br />
and coordinated stakeholder<br />
engagement strategy to result<br />
in positive or mutually beneficial<br />
outcomes for the business<br />
and its operations.<br />
UCG Generator 3 at Linc Energy’s Chinchilla Demonstration Facility.
06<br />
DIRECTORS’<br />
<strong>REPORT</strong><br />
The Directors present their report on the consolidated<br />
entity (referred to hereafter as the Group) consisting of Linc<br />
Energy Ltd (the Company) and the entities it controlled at<br />
the end of, or during, the year ended 30 June <strong>2009</strong>.<br />
Directors<br />
Unless otherwise stated, the following persons were<br />
Directors of the Company during the whole of the financial<br />
year and up to the date of this report:<br />
• Mr B. Johnson (Chairman)<br />
• Mr P. Bond (Managing Director)<br />
• Mr K. Dark (Non-Executive Director)<br />
Qualifications and experience of<br />
Directors and Company Secretary<br />
Further information in relation to the qualifications and<br />
experience of the Directors and Company Secretary is set<br />
out on pages 36 to 40.<br />
Principal activities<br />
During the period the principal continuing activities of the<br />
Group consisted of:<br />
• Exploration for coal resources; and<br />
• Development and commercialisation of coal to<br />
liquids processes through the combined utilisation<br />
of Underground Coal Gasification (UCG) and Gas to<br />
Liquids (GTL) technologies.<br />
UCG and GTL technologies when combined can<br />
economically convert deep underground coal deposits into<br />
cleaner, sulphur-free diesel and jet fuels.<br />
There were no significant changes in the nature of the<br />
activities of the Group during the year.<br />
Dividends - Linc Energy Ltd<br />
No dividends were declared or paid by the Company during<br />
the year or up to the date of this report.<br />
Review of operations<br />
Information on the operations of the Group and its business<br />
strategies and prospects is set out in the Review of<br />
Operations on pages 26 to 35 of this Annual Report.<br />
The Group recorded a net loss attributable to equity holders<br />
of Linc Energy Ltd of $42,176,000 for the year ended 30<br />
June <strong>2009</strong> (2008: $4,244,000). Basic and diluted earnings<br />
per share amounted to a loss of 10.36 cents per share (2008:<br />
loss of 1.21 cents). Included in the net loss was $15,153,000<br />
(2008: $Nil) of non-cash amortisation expenses attributable<br />
to the coal to liquids development costs intangible asset.<br />
This asset has been estimated to have a useful life of three<br />
years, with ongoing development expenditure having been<br />
expensed as incurred since the commissioning of the<br />
Chinchilla Demonstration Facility in October 2008.<br />
The Group experienced a significant increase in staff<br />
numbers during the financial year as it ramped up its UCG<br />
and GTL technology and operations teams and strengthened<br />
the corporate support functions throughout the business.<br />
Staff numbers increased from less than 20 at the beginning<br />
of 2008 to over 100 during the current year, with employee<br />
benefits expenses increasing from $6,720,000 in 2008 to<br />
$22,334,000 in <strong>2009</strong>. Included within this amount were<br />
non-cash share-based payments of $9,172,000 (2008:<br />
$3,446,000) reflecting the fair value of options granted to<br />
new staff under the Employee Option Plan in the current<br />
and prior years. The value of these grants is expensed over<br />
the three year vesting period with a higher amount of the<br />
expense included in the initial years due to the differing<br />
lengths of the vesting periods for each tranche of each<br />
grant. Refer to note 27 to the financial statements for more<br />
information about the Linc Energy Employee Option Plan.<br />
At 30 June <strong>2009</strong> the Group had net assets of $154,737,000<br />
(2008: $146,900,000). Total liabilities at 30 June <strong>2009</strong> were<br />
$24,164,000 (2008: $21,320,000), of which $13,091,000<br />
(2008: $Nil) related to convertible notes outstanding<br />
at year end.<br />
Significant changes in the<br />
state of affairs<br />
Significant changes in the state of affairs of the Group<br />
during the year were as follows:<br />
• Completion of the placement of 27,027,027 shares on 2<br />
July 2008 raising $100,000,000<br />
• Purchase of new shares representing an additional<br />
13 per cent interest in JSPC Yerostigaz for $368,000<br />
• Acquisition of all the issued capital of SAPEX Limited via<br />
an off-market scheme of arrangement at a total cost of<br />
$102,151,000<br />
• Placement of 5,862,069 shares on 14 October 2008<br />
raising $17,000,000<br />
• The Company entered into a convertible note facility<br />
agreement totalling $36,000,000 with investment bank<br />
BBY Limited. Twenty-two notes were drawn down during<br />
the year providing total funding of $20,200,000, net<br />
of fees. Nine notes were converted to shares during<br />
the year.<br />
Matters subsequent to the end<br />
of the financial year<br />
On 3 August <strong>2009</strong> the Company announced that it had<br />
raised $57,400,000 via the completion of a share placement<br />
to sophisticated investors of 41,000,000 shares at $1.40 per<br />
share. On 16 September the Company announced it had<br />
raised a further $7,708,000 (5,505,998 shares) from eligible<br />
shareholders via a share purchase plan.<br />
In conjunction with the share placement, on 31 July <strong>2009</strong><br />
the Company agreed with BBY Limited and the respective<br />
note holders to redeem nine convertible notes that were<br />
outstanding at 30 June <strong>2009</strong>. The cash cost of redemption<br />
of the notes was paid out of the proceeds of the share<br />
placement and totalled $10,890,000, representing a face<br />
value of $9,000,000 million, accrued interest of $240,000<br />
and redemption fees of $1,650,000.<br />
On 4 September <strong>2009</strong> the Company announced it<br />
had completed the acquisition of 92,059 acres of coal<br />
tenements in the Powder River Basin in the state of<br />
Wyoming, USA, from Gastech Inc, for the purposes<br />
of exploration and commercial exploitation via UCG.<br />
The acquisition had a total cost of US$5,162,086<br />
(AUD$6,231,393).<br />
There were no other matters subsequent to the end<br />
of the financial year that may impact the Group’s<br />
future operations.<br />
Likely developments and expected<br />
results of operations<br />
Comments on likely developments and expected results of<br />
operations of the Group are included in this Annual Report<br />
under the Review of Operations section on pages 26 to 35.<br />
Further information on likely developments in the operations<br />
of the Group and the expected results of operations have<br />
not been included in this Annual Report because the<br />
Directors believe it would be likely to result in unreasonable<br />
prejudice to the Group.<br />
42 43
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
Environmental regulation<br />
The Group is subject to significant environmental<br />
requirements through State Government legislation in both<br />
Queensland and South Australia.<br />
In Queensland, the Group must comply with the<br />
Environmental Protection Act 1994 (EP Act) for<br />
exploration and UCG activities. The EP Act regulates the<br />
environmental performance of the Group when conducting<br />
environmentally relevant activities (which include mining by<br />
UCG and gas processing). The Group has environmental<br />
licences issued for exploration tenements and the<br />
Chinchilla Demonstration Facility.<br />
In South Australia, the Group’s activities are currently limited<br />
to exploration. Environmental regulation of UCG exploration<br />
activities are controlled through the Petroleum Act 2000<br />
and the Petroleum Regulations 2000. The Group has<br />
approved Statements of Environmental Objectives (SEO’s)<br />
and Environmental Impact Reports (EIR’s) for exploration in<br />
the Arckaringa and Walloway Basins.<br />
The Group has complied with its environmental obligations.<br />
Further comments on the Group’s environmental<br />
management activities can be found in the Review<br />
of Operations on pages 29 to 30.<br />
Meetings of Directors<br />
The numbers of meetings of the Company’s Board of<br />
Directors and of each board committee held during the<br />
year ended 30 June <strong>2009</strong>, and the numbers of meetings<br />
attended by each director were:<br />
Full meetings<br />
of Directors<br />
Meetings of<br />
Audit and Risk<br />
Committee<br />
A B A B<br />
B. Johnson 8 8 2 2<br />
P. Bond 8 8 2 2<br />
K. Dark 8 8 2 2<br />
A = Number of meetings attended<br />
B = Number of meetings held during the time the director<br />
held office or was a member of the committee<br />
Other Directors’ information<br />
Director<br />
Other current<br />
directorships<br />
B. Johnson EnviroGold<br />
Limited,<br />
TransPacific<br />
Capital Pty Ltd,<br />
Resource<br />
Equities Limited,<br />
Former<br />
directorships<br />
in the last 3<br />
years<br />
Mount Gibson<br />
Iron Limited<br />
Special<br />
responsibilities<br />
Audit and Risk<br />
Committee<br />
member<br />
P. Bond Newtron Pty Ltd None Managing<br />
Director and<br />
Chief Executive<br />
Officer, Audit<br />
and Risk<br />
Committee<br />
member<br />
K. Dark None None Audit and Risk<br />
Committee<br />
Chairman<br />
Retirement, election and continuation<br />
in office of Directors<br />
Mr Ken Dark retires by rotation at the Annual General<br />
Meeting and, being eligible, offers himself for re-election.<br />
REMUNERATION <strong>REPORT</strong> (audited)<br />
The remuneration report is set out below under the<br />
following main headings:<br />
A. Principles used to determine the amount<br />
and nature of remuneration<br />
B. Key management personnel<br />
C. Service agreements<br />
D. Details of remuneration<br />
E. Share-based compensation.<br />
A. Principles used to determine the nature<br />
and amount of remuneration<br />
The objective of the Group is to ensure that the level and<br />
composition of remuneration is sufficient and reasonable<br />
and that its relationship to corporate and individual<br />
performance is defined. Accordingly the Group has adopted<br />
remuneration policies that attract and retain talented and<br />
motivated Directors and employees so as to encourage<br />
enhanced performance of the Group. It is important that<br />
there be a clear relationship between performance and<br />
remuneration, and that the policy underlying executive<br />
remuneration be understood by investors.<br />
The Board aims to ensure that executive reward satisfies the<br />
following key criteria as part of its good governance practices:<br />
• Competitiveness and reasonableness;<br />
• Acceptability to shareholders;<br />
• Performance linkage/alignment of executive<br />
compensation; and<br />
• Deliver a balanced solution addressing all elements<br />
of total remuneration.<br />
In consultation with external remuneration consultants<br />
(where appropriate), the Group has structured an executive<br />
remuneration framework that is market competitive and<br />
complementary to the strategies of the organisation. The<br />
framework may provide a mix of fixed and variable pay, and<br />
a blend of short and long-term incentives. As executives<br />
gain seniority within the Group, the balance of this mix<br />
shifts to a higher proportion of ‘at risk’ rewards.<br />
Non-Executive Directors<br />
Fees and payments to Non-Executive Directors reflect the<br />
demands which are made on, and the responsibilities of,<br />
the Directors. Non-Executive Directors’ fees and payments<br />
are reviewed annually by the Board.<br />
Directors’ fees<br />
The current base remuneration was last reviewed with effect<br />
from the Company’s debut on the ASX in May 2006. The<br />
Chairman’s remuneration of $50,000 per annum is inclusive<br />
of committee fees while Non-Executive Directors who chair a<br />
committee may receive additional yearly fees. Non-Executive<br />
Directors’ fees are determined within an aggregate Directors’<br />
fee pool limit, which is periodically recommended for<br />
approval by shareholders. The maximum base salary for<br />
non-executive directors currently stands at $40,000 per<br />
director (other than the Chairman).<br />
Executive pay<br />
The executive pay and reward framework has four<br />
components: base pay and benefits; performance-related<br />
bonuses; long-term incentives through participation in<br />
the Linc Energy Ltd Employee Option Plan; and other<br />
remuneration such as superannuation. The combination<br />
of these comprises the executive’s total remuneration.<br />
Base pay and benefits<br />
Base pay is structured as a total employment cost package<br />
which may be delivered as a combination of cash and<br />
prescribed non financial benefits at the executives’<br />
discretion. Executives are offered a competitive base pay<br />
that comprises the fixed component of pay and rewards.<br />
External remuneration consultants and data provide analysis<br />
and advice to ensure base pay is set to reflect the market<br />
for a comparable role. Base pay for senior executives is<br />
reviewed annually to assess whether the executive’s pay<br />
is competitive with the market. An executive’s pay is also<br />
reviewed on promotion. There are no guaranteed base pay<br />
increases included in any senior executives’ contracts. As<br />
part of their base pay arrangements, executives may receive<br />
benefits including motor vehicles, car parking, professional<br />
memberships and conferences.<br />
Performance-related bonuses<br />
The Group has not provided for performance-related<br />
bonuses in the current financial year and its intention is<br />
that it is unlikely to do so until the Company becomes<br />
income generating. A formal short-term incentive program<br />
may be introduced at that point in time.<br />
44 45
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
REMUNERATION <strong>REPORT</strong> (audited) continued<br />
B. Key management personnel<br />
The following table sets out the persons who were either Directors, key management personnel or one<br />
of the five highest remunerated executives of the Group for the financial year.<br />
Name Position Employment period<br />
<strong>2009</strong><br />
B. Johnson Chairman Full year<br />
P. Bond Managing Director Full year<br />
K. Dark Non-Executive Director Full year<br />
B. Bertolo Chief Financial Officer Ceased 21 Apr <strong>2009</strong><br />
R. Stratford Chief Financial Officer Commenced 20 Apr <strong>2009</strong><br />
S. Dumble Chief Operating Officer Full year<br />
J. Peters General Manager<br />
Government and<br />
Business Development<br />
Full year<br />
C. Ricato General Counsel<br />
and Company Secretary<br />
Full year<br />
K. Terblanche General Manager Gas to Liquids Commenced 17 Dec 2008<br />
2008<br />
B. Johnson Chairman Full year<br />
P. Bond Managing Director Full year<br />
K. Dark Non-Executive Director Full year<br />
B. Bertolo Chief Financial Officer Commenced 17 Dec 2007<br />
S. Dumble Chief Operating Officer Commenced 04 Feb 2008<br />
J. Peters General Manager<br />
Government and<br />
Business Development<br />
Full year<br />
C. Ricato General Counsel<br />
and Company Secretary<br />
Commenced 12 Mar 2008<br />
D. Schofield General Manager Underground<br />
Coal Gasification<br />
Commenced 19 Nov 2007<br />
J. van de Velde Manager Investor Relations<br />
and Corporate Communications<br />
Full year<br />
C. Service agreements<br />
Remuneration and other terms of employment for the Directors and the other key management personnel are formalised in<br />
service agreements.<br />
The major provisions of these agreements, including termination provisions are set out below:<br />
Name Duration Conditions Termination<br />
B. Johnson Two year<br />
contract.<br />
P. Bond Three year<br />
contract.<br />
K. Dark Two year<br />
contract.<br />
B. Bertolo Full time<br />
employment.<br />
R. Stratford Three year<br />
contract.<br />
S. Dumble Three year<br />
contract.<br />
J. Peters Full time<br />
employment.<br />
C. Ricato Three year<br />
contract.<br />
K. Terblanche Full time<br />
employment.<br />
Director’s Fees of $50,000 per annum as<br />
fixed by shareholders in general meeting.<br />
Eligibility to participate in the Company’s<br />
Employee Option plan.<br />
Base salary, inclusive of superannuation<br />
of $250,000 to be reviewed annually<br />
by the Board.<br />
Director’s Fees of $40,000 per annum plus<br />
9% superannuation as fixed by shareholders<br />
in general meeting. Eligibility to participate<br />
in the Company’s Employee Option plan.<br />
Base salary, exclusive of superannuation<br />
of $280,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Base salary, exclusive of superannuation<br />
of $260,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Base salary, exclusive of superannuation<br />
of $305,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Base salary, exclusive of superannuation<br />
of $240,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Base salary, exclusive of superannuation<br />
of $260,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Base salary, exclusive of superannuation<br />
of $257,000 plus 9% superannuation to<br />
be reviewed on a periodic basis. Eligibility<br />
to participate in the Company’s Employee<br />
Option plan.<br />
Not eligible for any termination<br />
benefit.<br />
Termination payment equivalent<br />
to six months’ remuneration.<br />
Not eligible for any<br />
termination benefit.<br />
Maximum equivalent<br />
to nine months’ salary.<br />
Maximum equivalent<br />
to six months’ salary.<br />
Maximum equivalent<br />
to six months’ salary.<br />
Not eligible for any termination<br />
benefit.<br />
Maximum payment equivalent<br />
to six months’ salary.<br />
Not eligible for any termination<br />
benefit.<br />
46 47
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
REMUNERATION <strong>REPORT</strong> (audited) continued<br />
D. Details of remuneration<br />
Amounts of remuneration<br />
Details of the remuneration of the Directors and the other key management personnel of the Group are set out<br />
in the following tables.<br />
Name<br />
Cash salary<br />
and fees<br />
Short-term<br />
Nonmonetary<br />
benefits<br />
Postemployment<br />
Superannuation<br />
Long-term<br />
benefits<br />
Share-based<br />
payments<br />
Long Service<br />
leave Options 1 Total<br />
Remuneration<br />
consisting<br />
of options<br />
$ $ $ $ $ $ %<br />
<strong>2009</strong><br />
B. Johnson 50,000 - - - 127,435 177,435 71.8<br />
K. Dark 40,000 - 3,600 - 76,461 120,061 63.7<br />
P. Bond 229,359 46,268 20,642 - - 296,269 -<br />
B. Bertolo 217,735 9,149 19,336 - 483,710 729,930 66.3<br />
R. Stratford 50,000 - 4,500 120 109,985 164,605 66.8<br />
S. Dumble 301,827 34,336 27,164 1,736 725,565 1,090,628 66.5<br />
J. Peters 247,692 - 22,292 4,240 187,974 462,198 40.7<br />
C. Ricato 245,385 11,005 22,085 1,576 547,406 827,457 66.2<br />
K.Terblanche 131,635 15,312 11,847 306 705,456 864,556 81.6<br />
1,513,633 116,070 131,466 7,978 2,963,992 4,733,139 62.6<br />
2008<br />
B. Johnson 62,500 - - - 279,227 341,727 81.7<br />
K. Dark 46,667 - 4,200 - 167,878 218,745 76.7<br />
P. Bond 229,358 6 20,462 - - 249,826 -<br />
B. Bertolo 132,462 4 11,922 - 568,258 712,646 79.7<br />
S. Dumble 102,308 12,090 9,208 - 568,258 691,864 82.1<br />
J. Peters 188,077 - 16,927 - 225,597 430,601 52.4<br />
C. Ricato 57,538 4 5,178 - 121,202 183,922 65.9<br />
D. Schofield 115,385 9,118 10,385 - 230,375 365,263 63.1<br />
J. van de Velde 117,135 8 10,542 - 115,572 243,257 47.5<br />
1,051,430 21,230 88,824 - 2,276,367 3,437,851 66.2<br />
1 The values shown in the table above for share-based payments reflects the fair value of the share-based payment recognised as an expense for each<br />
person during the year.<br />
E. Share-based compensation<br />
Employee option plan<br />
The establishment of the Linc Energy Ltd Employee Option Plan was approved by shareholders at the 2005 Annual<br />
General Meeting. Options are granted at the discretion of the Board in accordance with the rules of the plan and all staff<br />
employed by the Company or its subsidiaries are eligible to participate in the plan.<br />
As determined by the Board, a minimum continuous period of employment (usually twelve months) with the Company<br />
or any of its subsidiaries must be served prior to the first exercise date, which falls on 31 December annually. The option<br />
exercise price is set at the discretion of the Board, but is generally the ten day VWAP following commencement of<br />
employment with the Group. Subject to ongoing employment by the Company or any of its subsidiaries, options vest<br />
and are exercisable over three consecutive years from the initial exercise date, with one third of the total options awarded<br />
vesting and exercisable each year. An additional number of options may be granted, with the options exercisable at<br />
the end of the fourth year.<br />
Options granted under the plan carry no dividend or voting rights. When exercisable, each option has a life of two years<br />
and is convertible into one ordinary share. The options were provided at no cost to the recipients.<br />
Option holdings and grants<br />
Set out below is a summary of the options granted as compensation under the Employee Option Plan to key management<br />
personnel of the Group during the reporting period.<br />
Name<br />
Number<br />
of options<br />
granted<br />
during <strong>2009</strong><br />
Grant<br />
date<br />
Vesting<br />
date<br />
Expiry<br />
date 1<br />
Fair value<br />
per option<br />
at grant<br />
date<br />
Exercise<br />
price<br />
Number<br />
of options<br />
vested during<br />
<strong>2009</strong><br />
Number Number<br />
<strong>2009</strong><br />
J. Peters 100,000 1 Jul 2008 31 Dec 2011 31 Dec 2013 1.47 3.16 -<br />
K. Terblanche 666,667 17 Dec 2008 31 Dec <strong>2009</strong> 31 Dec 2011 0.78 1.91 -<br />
666,667 17 Dec 2008 31 Dec 2010 31 Dec 2012 0.79 1.91 -<br />
666,666 17 Dec 2008 31 Dec 2011 31 Dec 2013 0.78 1.91 -<br />
R. Stratford 666,667 20 Apr <strong>2009</strong> 31 Dec 2010 31 Dec 2012 0.80 2.35 -<br />
666,667 20 Apr <strong>2009</strong> 31 Dec 2011 31 Dec 2013 0.80 2.35 -<br />
666,666<br />
4,100,000<br />
20 Apr <strong>2009</strong> 31 Dec 2012 31 Dec 2014 0.77 2.35 -<br />
1 Options vest and are exercisable over three consecutive years from the initial exercise date, with one third of the total options awarded vesting and<br />
exercisable at 31 December each year following completion of a minimum service period, usually twelve months. Where an employee has been<br />
employed for greater than three years, an additional award of options may be granted at the discretion of the Board in the employee’s fourth year.<br />
No options have been granted to Directors or key management personnel since the end of the financial year.<br />
48 49
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
REMUNERATION <strong>REPORT</strong> (audited) continued<br />
Fair value of options granted<br />
The assessed fair value at grant date of options granted to Directors and key management personnel during the year<br />
ended 30 June <strong>2009</strong> varied between $0.77 and $1.47 per option. The fair value at grant date is independently determined<br />
using a Monte-Carlo option pricing model that takes into account the exercise price, the term of the option, the share price<br />
at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate<br />
for the term of the option.<br />
The model inputs for options granted during the year ended 30 June <strong>2009</strong> included:<br />
• Options are granted for no consideration, have a three year life, and 33 per cent of each tranche is exercisable on 31<br />
December annually following the completion of a minimum continuous period of employment (usually twelve months);<br />
• Exercise prices range from $1.91 to $3.16;<br />
• Grant dates range from 01 July 2008 to 20 April <strong>2009</strong>;<br />
• Expiry dates: 31 December 2011, 31 December 2012, 31 December 2013 and 31 December 2014;<br />
• Share prices at grant dates range from $2.00 to $3.69;<br />
• Expected price volatility of Linc Energy’s shares: 75 per cent;<br />
• Expected dividend yield: 0 per cent; and<br />
• Risk free interest rate: based on Australian Government 5 year bond rates ranging from 3.17 to 6.61 per cent.<br />
The expected price volatility is based on the historic volatility adjusted for any expected changes to future volatility due<br />
to publicly available information.<br />
Set out below is a summary of the number of options granted under the Employee Option Plan to key management<br />
personnel of the Group and held at the end of the financial year.<br />
Name<br />
Expiry<br />
date 1<br />
Exercise<br />
price<br />
range<br />
Balance<br />
at start<br />
of year Granted Exercised Disposed 2 Forfeited<br />
Balance at<br />
end of year<br />
$ Number Number Number Number Number Number<br />
<strong>2009</strong><br />
B. Johnson 31 Dec 2011 0.25 5,000,000 - - (584,000) - 4,416,000<br />
K. Dark 31 Dec 2011 0.25 3,000,000 - (1,000,000) - - 2,000,000<br />
P. Bond - - - - - - -<br />
B. Bertolo 31 Dec 2012 0.76 5,000,000 - (400,000) (1,266,667) (3,333,333) -<br />
R. Stratford 31 Dec 2014 2.35 - 2,000,000 - - - 2,000,000<br />
S. Dumble 31 Dec 2012 0.76 5,000,000 - (166,667) - - 4,833,333<br />
J. Peters 31 Dec 2012 0.25 to 0.60 2,400,000 100,000 (240,000) - - 2,260,000<br />
C. Ricato 31 Dec 2012 0.70 1,500,000 - - - - 1,500,000<br />
K. Terblanche 31 Dec 2013 1.91 - 2,000,000 - - - 2,000,000<br />
21,900,000 4,100,000 (1,806,667) (1,850,667) (3,333,333) 19,009,333<br />
Weighted average exercise price $ 0.53 2.15 0.41 0.60 0.76 0.91<br />
2008<br />
B. Johnson 31 Dec 2011 0.25 5,000,000 - - - - 5,000,000<br />
K. Dark 31 Dec 2011 0.25 3,000,000 - - - - 3,000,000<br />
P. Bond - - - - - - -<br />
B. Bertolo 31 Dec 2012 0.76 - 5,000,000 - - - 5,000,000<br />
S. Dumble 31 Dec 2012 0.76 - 5,000,000 - - - 5,000,000<br />
J. Peters 31 Dec 2012 0.25 to 0.60 2,500,000 - (100,000) - - 2,400,000<br />
C. Ricato 31 Dec 2012 0.70 - 1,500,000 - - - 1,500,000<br />
D. Schofield 31 Dec 2012 0.76 - 2,000,000 - - - 2,000,000<br />
J. van de<br />
Velde<br />
31 Dec 2012 0.25 to 0.60 1,000,000 600,000 (82,000) - - 1,518,000<br />
11,500,000 14,100,000 (182,000) - - 25,418,000<br />
Weighted average exercise price $ 0.28 0.80 0.25 - - 0.54<br />
1 Options vest and are exercisable over three consecutive years from the initial exercise date, with one third of the total options awarded vesting and<br />
exercisable at 31 December each year following completion of a minimum service period, usually twelve months. The expiry date disclosed is the expiry<br />
date of the third and final tranche of options.<br />
2 In accordance with a resolution of the Board, employees may dispose of their vested options to a third party. The third party remains subject to the<br />
employee option plan rules in respect of options held.<br />
50 51
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
REMUNERATION <strong>REPORT</strong> (audited) continued<br />
Exercise of options granted as compensation<br />
During the reporting period, the following shares were issued on the exercise of options previously granted as<br />
compensation to key management personnel:<br />
Number of<br />
shares<br />
Amount paid<br />
per share<br />
Directors<br />
K. Dark<br />
Key management personnel<br />
1,000,000 0.25<br />
B. Bertolo (including options disposed to a third party and subsequently exercised) 1,666,667 0.76<br />
S. Dumble 166,667 0.76<br />
J. Peters 240,000 0.25<br />
There were no amounts unpaid on the shares issued as a result of the exercise of the options in the <strong>2009</strong> financial year.<br />
Option values<br />
The options over ordinary shares in the Company held at the end of the financial year by each Director and other key<br />
management personnel of the Group, including their personally related parties, are set out below. In the table below,<br />
the values shown for the categories of options granted, options exercised and options lapsed during the year reflect<br />
the total amount of share-based payment expense recognised for each person.<br />
Name<br />
Balance at<br />
the end of<br />
the year<br />
Vested at the<br />
end of the<br />
year<br />
Unvested at<br />
the end of<br />
the year<br />
Value of<br />
options<br />
granted<br />
during the<br />
year<br />
Value of<br />
options<br />
exercised<br />
during the<br />
year<br />
Value of<br />
options<br />
disposed<br />
during the<br />
year<br />
Value of<br />
options<br />
lapsed<br />
during the<br />
year<br />
Number Number Number $ $ $ $<br />
<strong>2009</strong><br />
B. Johnson 4,416,000 2,749,334 1,666,666 - - 68,195 -<br />
P. Bond - - - - - - -<br />
K. Dark 2,000,000 1,000,000 1,000,000 - 116,772 - -<br />
B. Bertolo - - - - 126,760 401,405 1,215,100<br />
R. Stratford 2,000,000 - 2,000,000 1,577,600 - - -<br />
S. Dumble 4,833,333 1,500,000 3,333,333 - 52,817 - -<br />
J. Peters 2,260,000 993,334 1,266,666 147,450 28,025 - -<br />
C. Ricato 1,500,000 500,000 1,000,000 - - - -<br />
K. Terblanche 2,000,000 - 2,000,000 1,566,467 - - -<br />
19,009,333 6,742,668 12,266,665 3,291,517 324,374 469,600 1,215,100<br />
2008<br />
B. Johnson 5,000,000 1,666,667 3,333,333 - - - -<br />
P. Bond - - - - - - -<br />
K. Dark 3,000,000 1,000,000 2,000,000 - - - -<br />
B. Bertolo 5,000,000 - 5,000,000 1,741,521 - - -<br />
S. Dumble 5,000,000 - 5,000,000 1,741,521 - - -<br />
J. Peters 2,400,000 400,000 2,000,000 - 24,652 - -<br />
C. Ricato 1,500,000 - 1,500,000 1,599,524 - - -<br />
D. Schofield 2,000,000 - 2,000,000 706,022 - - -<br />
J. van de Velde 1,518,000 251,334 1,266,666 188,314 4,102 - -<br />
25,418,000 3,318,001 22,099,999 5,976,902 28,754 - -<br />
52 53
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
REMUNERATION <strong>REPORT</strong> (audited) continued<br />
Employee share plan<br />
A scheme under which shares may be issued by the Company to employees for no cash consideration was approved<br />
by shareholders at the 2005 Annual General Meeting. Staff are eligible to participate in the plan if they have been<br />
continuously employed by Linc Energy for a period of one year. Shares are granted at the discretion of the Board<br />
in accordance with the rules of the plan.<br />
The Board may offer shares for subscription or acquisition under the plan for consideration (if any) determined by the<br />
Board. The Board may also impose disposal restrictions as it sees fit on any shares acquired under the plan. Shares<br />
to be issued under the plan will be valued at the volume weighted average share price of shares traded on the ASX<br />
in the ordinary course of trading during the five business days immediately preceding the day the shares are issued<br />
or transferred to the employee.<br />
The shares granted under this plan will rank equally in all respects with existing shares from the date of allotment,<br />
including voting rights, distributions, dividends, future rights and bonus issues. No shares have been issued under<br />
the plan in the current financial year.<br />
Shareholdings<br />
The numbers of shares in the Company held during the financial year by each Director and other key management<br />
personnel of the Group are set out below. There were no shares granted during the reporting period as compensation.<br />
Name<br />
Balance at<br />
the start of<br />
the year Additions Disposals<br />
Balance at<br />
the end of<br />
the year<br />
Number Number Number Number<br />
Ordinary shares<br />
<strong>2009</strong><br />
B. Johnson 2,000,000 - (1,000,000) 1,000,000<br />
P. Bond1 201,557,383 - - 201,557,383<br />
K. Dark 200,503 1,000,000 (378,000) 822,503<br />
B. Bertolo - 400,000 (400,000) -<br />
R. Stratford - - - -<br />
S. Dumble - 166,667 (166,667) -<br />
J. Peters 100,000 240,000 (299,520) 40,480<br />
C. Ricato - - - -<br />
K. Terblanche - - - -<br />
203,857,886 1,806,667 (2,244,187) 203,420,366<br />
2008<br />
B. Johnson 2,000,000 - - 2,000,000<br />
P. Bond 202,757,383 - (1,200,000) 201,557,383<br />
K. Dark 150,617 80,503 (30,617) 200,503<br />
B. Bertolo - - - -<br />
S. Dumble - - - -<br />
J. Peters - 100,000 - 100,000<br />
C. Ricato - - - -<br />
D. Schofield - - - -<br />
J. van de Velde - 82,000 - 82,000<br />
204,908,000 262,503 (1,230,617) 203,939,886<br />
1 Mr Bond’s shares are held via Newtron Pty Ltd or its nominees.<br />
54 55
06 DIRECTORS’<br />
<strong>REPORT</strong> CONTINUED<br />
Loans to Directors and executives<br />
There are no loans to any Directors or executives.<br />
Insurance of officers<br />
Linc Energy Ltd has obtained Directors and Officers Liability Insurance. The policy covers Directors and Officers Liability,<br />
Company Reimbursements and Company Securities Claim Liability. The limit of liability is $10,000,000 and the cover<br />
expires on 30 September <strong>2009</strong>. The Directors are currently in the process of renewing this policy.<br />
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought<br />
against the officers in their capacity as officers of the Company, and any other payments arising from liabilities incurred<br />
by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving<br />
a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage<br />
for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium<br />
between amounts relating to the insurance against legal costs and those relating to other liabilities.<br />
Proceedings on behalf of the Company<br />
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on<br />
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking<br />
responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or<br />
intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.<br />
Share options<br />
At the date of this report, total unissued ordinary shares of the Company under option are:<br />
Expiry date Exercise price range Number of shares<br />
31 December <strong>2009</strong> $0.25 1,998,001<br />
16 April 2010 $0.76 80,000<br />
30 June 2010 $0.66 319,206<br />
31 December 2010 $0.25 to $0.76 6,851,673<br />
25 June 2011 $0.76 3,000,000<br />
31 December 2011 $0.25 to $3.16 14,136,680<br />
31 December 2012 $0.25 to $3.16 9,765,669<br />
31 December 2013 $0.59 to $3.16 5,273,648<br />
31 December 2014 $1.34 to $3.16 1,711,995<br />
Total 43,136,872<br />
The options do not entitle the holder to participate in any share issue of the Company.<br />
Share buy-back<br />
There is no current on-market buy-back.<br />
Brian Johnson<br />
Chairman<br />
24 September <strong>2009</strong><br />
56 57<br />
Auditor<br />
Following a competitive tender process, KPMG was appointed as auditor at the Annual General Meeting on 27 November<br />
2008 and continues in office in accordance with section 327 of the Corporations Act 2001.<br />
Non-audit services<br />
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s<br />
expertise and experience with the Company is important. The Board of Directors has considered the non-audit services<br />
provided during the year by the auditor and in accordance with the written advice of the Audit and Risk Management<br />
Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with,<br />
and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:<br />
• All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed<br />
by the Audit and Risk Management Committee to ensure they do not impact the integrity and objectivity of the auditor; and<br />
• the non-audit services provided do not undermine the general principles relating to auditor independence as set out<br />
in APES 110 Code of Ethics for Professional Accountants as they did not involve reviewing or auditing the auditor’s<br />
own work, acting in a management or decision-making capacity for the Company, acting as an advocate for<br />
the Company or jointly sharing risks and rewards.<br />
During the year the following fees were paid or payable for audit and non-audit services provided by the auditor<br />
of the Company, its related practices and non related audit firms:<br />
<strong>2009</strong><br />
$<br />
Audit services<br />
Services provided by KPMG in respect of the audit and review of financial reports and other<br />
audit work under the Corporations Act 2001<br />
152,935 -<br />
Other auditors:<br />
Audit and review of financial reports (PricewaterhouseCoopers Australia)<br />
Non-audit services<br />
69,050 188,300<br />
Consulting services provided by PricewaterhouseCoopers Australia - 121,000<br />
Auditor’s independence declaration<br />
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 68.<br />
Rounding of amounts<br />
The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments<br />
Commission, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been<br />
rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.<br />
This report is made in accordance with a resolution of the Directors.<br />
2008<br />
$
07CORPORATE<br />
GOVERNANCE<br />
STATEMENT<br />
Linc Energy’s approach to Corporate Governance:<br />
Compliance with the ASX Principles<br />
The Linc Energy Board (the Board) is committed to best<br />
practice standards of governance underpinning how Linc<br />
Energy conducts its business. Linc Energy has chosen<br />
early adoption of the ASX ‘Corporate Governance Council,<br />
Corporate Governance Principles and Recommendations –<br />
2nd Edition’ (ASX Principles) issued in August 2007.<br />
The Board considers that Linc Energy complies with<br />
the ASX Principles and this statement provides details<br />
as to how the Company addresses each principle and<br />
describes Linc Energy’s response.<br />
ASX Principles are derived from:<br />
Principle 1: Lay solid foundations for management<br />
and oversight<br />
Principle 2: Structure the Board to add value<br />
Principle 3: Promote ethical and responsible<br />
decision-making<br />
Principle 4: Safeguard integrity in financial reporting<br />
Principle 5: Make timely and balanced disclosure<br />
Principle 6: Respect the rights of shareholders<br />
Principle 7: Recognise and manage risk<br />
Principle 8: Remunerate fairly and responsibly<br />
The Board’s philosophy is to adopt principles, practices<br />
and recommendations that are in the best interests of Linc<br />
Energy’s stakeholders. Consistent with the ASX Principles,<br />
Linc Energy’s corporate governance practices are regularly<br />
reviewed and are available on Linc Energy’s website.<br />
Recommendation 1.1 – Companies should establish the<br />
functions reserved to the Board and those delegated to<br />
the Executive Team (Role of Board and management).<br />
The Board is responsible for the governance of Linc Energy.<br />
The role of the Board is to provide overall strategic guidance<br />
and effective oversight of management. The Board derives its<br />
authority to act from Linc Energy’s constitution. The Board’s<br />
responsibilities are encompassed in a formal Charter published<br />
on Linc Energy’s website. The Charter is reviewed annually to<br />
determine whether any changes are necessary or desirable.<br />
The major powers the Board has reserved to itself are:<br />
• Reviewing and approving Linc Energy’s strategic<br />
plans and performance objectives and reviewing<br />
the underlying assumptions and rationale;<br />
• Monitoring financial outcomes and the integrity of<br />
reporting, and in particular, approving annual budgets<br />
and longer-term strategic and business plans;<br />
• Monitoring the effectiveness of Linc Energy’s audit,<br />
risk management and compliance systems that are in<br />
place to protect Linc Energy’s assets and to minimise<br />
the possibility of Linc Energy operating beyond<br />
acceptable risk parameters;<br />
• Monitoring compliance with legislative and regulatory<br />
requirements (including continuous disclosure) and<br />
ethical standards, including reviewing and ratifying<br />
codes of conduct and compliance systems;<br />
• Selecting, appointing and monitoring the performance<br />
of the Chief Executive Officer (CEO), and if appropriate,<br />
terminating the appointment of the CEO;<br />
• Reviewing senior management succession planning<br />
and development;<br />
• Reviewing and recommending to shareholders the<br />
appointment or if appropriate the termination of the<br />
appointment of the external auditor; and<br />
• Monitoring the timeliness and effectiveness of reporting<br />
to shareholders.<br />
To assist it in carrying out its responsibilities the Board has<br />
established two standing committees of its members.<br />
They are:<br />
• The full Board that deals with, People and Performance<br />
(see Principle 2) Safety, Sustainability and Corporate<br />
Responsibility (see Principle 7); and<br />
• Audit and Risk Management Committee (see Principle 4).<br />
The timetables for Board and Committee meetings are<br />
agreed annually to ensure that the Board and individual<br />
Directors dedicate sufficient and appropriate time to<br />
reviewing and overseeing Linc Energy’s business.<br />
New Directors<br />
New Directors receive a formal letter of appointment along<br />
with an induction pack. The contents of the appointment<br />
letter and induction pack contain sufficient information<br />
to allow the new Director to gain an understanding of:<br />
• Linc Energy’s financial, strategic, operational and risk<br />
management position;<br />
• The rights, duties and responsibilities of Directors;<br />
• The roles and responsibilities of the Executive Team; and<br />
• The role of Board Committees.<br />
Delegation to the CEO<br />
The Board delegates to the CEO, responsibility for<br />
implementing Linc Energy’s strategic direction and for<br />
managing Linc Energy’s day-to-day operations. Clear lines<br />
of communication have been established between the<br />
Chairman and the CEO to ensure that the responsibilities<br />
and accountabilities of each are clearly understood.<br />
Specific limits on the authority delegated to the CEO and<br />
other officers and management of Linc Energy are set out<br />
in the Delegated Authorities Manual approved by the Board.<br />
Recommendation 1.2 – Companies should disclose<br />
the process for evaluating the performance of the<br />
Executive Team (Performance evaluation)<br />
All Executive Team members have formal position<br />
descriptions and each year key performance measures<br />
are established in line with their roles and responsibilities.<br />
The CEO has personal objectives, as well as objectives<br />
related to business units and Linc Energy as a whole.<br />
The Chairman, together with the full Board, assess the<br />
performance of the CEO against those objectives on an<br />
annual basis, or more frequently if required. The Board<br />
also monitors the performance of the Chief Operating<br />
Officer (COO), Chief Financial Officer (CFO), Company<br />
Secretary and other members of the Executive Team.<br />
Executive Team performance evaluations have been<br />
conducted for the financial year ending 30 June <strong>2009</strong>.<br />
Details of the evaluation process and the linkages between<br />
the result of performance evaluations and remuneration are<br />
disclosed in the Remuneration Report on page 45 to 55<br />
of this Annual Report.<br />
Newly appointed executives<br />
All newly appointed Executives receive formal letters of<br />
appointment describing their terms of appointment, duties,<br />
rights and responsibilities and entitlements on termination.<br />
An induction program is in place to enable newly appointed<br />
Executives to gain an understanding of:<br />
• The Company’s financial position, strategies, operations<br />
and risk management policies; and<br />
• The respective rights, duties, responsibilities and roles<br />
of the Board and the Executive Team.<br />
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07 CORPORATE<br />
GOVERNANCE<br />
STATEMENT CONTINUED<br />
Compliance with the ASX Principles<br />
Recommendation 1.2<br />
Continued<br />
Membership and expertise of the Board<br />
The Board’s size and composition is subject to limits<br />
imposed by Linc Energy’s constitution, which provides<br />
for a minimum of three Directors and a maximum of eight.<br />
The Board as at 30 June <strong>2009</strong> comprised two Non-<br />
Executive Directors and one Executive Director. Steps are in<br />
place in increase the Board to five members. The Managing<br />
Director is the Executive Director and CEO of Linc Energy.<br />
The Directors of Linc Energy at any time during the financial<br />
year are listed with a brief description of their qualifications,<br />
experience and special responsibilities on page 36 of<br />
this Annual Report. The Board met eight times during<br />
the financial year. Director’s attendances are set out<br />
on page 44 of this Annual Report.<br />
Recommendation 2.1 – The majority of the Board should<br />
be independent Directors (Independent Decision-Making)<br />
Directors have unfettered access to Linc Energy’s records<br />
and information reasonably necessary to fulfil their<br />
responsibilities. Directors also have access to the Company<br />
Secretary on any matter relevant to their role as a Non-<br />
Executive Director. In addition, the Board has access<br />
to other relevant senior management to seek explanations<br />
and information. Subject only to obtaining approval of<br />
the Chairman, which may not be unreasonably withheld,<br />
each Director has the added right to seek independent<br />
professional advice at Linc Energy’s expense. Part of<br />
each scheduled Board meeting is taken up in private<br />
session (with only the Non-Executive Board members<br />
present) to discuss management issues or matters<br />
of a particularly sensitive nature.<br />
Independent Directors<br />
In accordance with the ASX Principles, the Board consists<br />
of a majority of independent Directors. The structure of<br />
the Board is as follows:<br />
• Mr Brian Johnson (Chairman and independent Director);<br />
• Mr Ken Dark (independent Director); and<br />
• Mr Peter Bond (CEO and Managing Director).<br />
Linc Energy considers an independent Director to be a<br />
Director who does not have any material relationship with<br />
Linc Energy that a reasonable person would consider<br />
may influence the Director’s ability to:<br />
• Objectively make decisions on matters that come<br />
before the Board;<br />
• Carry out their duties as a Director acting in the best<br />
interest of the Company; or<br />
• Be free of real or reasonably perceived conflict<br />
of interests.<br />
An individual who has held an Executive Team role within<br />
Linc Energy, including that of Managing Director, may<br />
not become Chairman or a Non-Executive Director for a<br />
period of at least three years from the date the individual<br />
ceased to be employed by Linc Energy. A principal of a<br />
material professional adviser or consultant to Linc Energy,<br />
or an employee materially associated with the provision<br />
of such services, may not become Chairman or a Non-<br />
Executive Director of the Company for a period of at<br />
least three years from the date those services were last<br />
provided. In assessing independence, the Board reviews<br />
the relationship that the Director and their immediate family<br />
have with the Company. In particular, the Board applies<br />
the following criteria in determining independence:<br />
• The extent of any relationship that exists with a substantial<br />
shareholder or officer of an organisation holding more<br />
than 5 per cent of the shares in Linc Energy;<br />
• The extent of any relationship that exists either as<br />
a principal, an employee or a major shareholder of<br />
a supplier of goods or services to Linc Energy; and<br />
• The extent of any relationship that exists either as<br />
a principal, an employee or a major shareholder<br />
of a customer of Linc Energy.<br />
The Board regularly assesses the independence of Non-<br />
Executive Directors and has specifically considered<br />
the independence of all Non-Executive Directors, in<br />
accordance with the above criteria, during the financial<br />
year. The Board has determined that each Non-Executive<br />
Director remains independent.<br />
No Director has received or become entitled to receive<br />
a benefit because of a contract between any company in<br />
the Linc Energy Group and the Director, or a firm in which<br />
the Director is a substantial member, or an entity in which<br />
the Director has a substantial financial interest, other than:<br />
In the case of Non-Executive Directors:<br />
• Remuneration as disclosed in the Annual Report which<br />
includes participation in the shareholder approved<br />
Linc Energy Share Options Purchase Plan; and<br />
• In the case of the CEO, a contract of employment<br />
and associated entitlements.<br />
Recommendation 2.2 – The Chair should be an<br />
independent Director<br />
The Board selects the Chairman. An individual who has<br />
held an Executive Team role within Linc Energy, including<br />
that of Managing Director, may not become Chairman<br />
or a Non-Executive Director of the Company for a period<br />
of at least three years from the date the individual ceased<br />
to be employed by the Company. The Chairman is<br />
currently Mr Brian Johnson who is a Non-Executive<br />
and independent Director.<br />
Recommendation 2.3 – The roles of Chair and Chief<br />
Executive Officer should not be exercised by the<br />
same individual.<br />
The Chairman presides over the Board and general<br />
meetings of Linc Energy. The Chairman has the task<br />
of ensuring that the Board is well informed and effective,<br />
and that the Directors, individually and as a group, have<br />
the opportunity to air differences, explore ideas and<br />
generate the collective views and wisdom necessary<br />
for the proper operation of the Board and Linc Energy.<br />
The Chairman must ensure that general meetings<br />
are conducted efficiently, and that shareholders have<br />
adequate opportunity to air their views and obtain<br />
answers to their queries.<br />
The role of Chairman and the role of Chief Executive Officer<br />
are not exercised by the same individual.<br />
As outlined above with reference to Recommendation<br />
2.1, Mr Peter Bond is the CEO and Mr Brian Johnson<br />
is the Chairman.<br />
Recommendation 2.4 – The Board should establish<br />
a nomination committee<br />
A nomination committee has not been formally<br />
established, however the full Board deals with all matters<br />
that relate to People and Performance (equivalent to<br />
a nomination committee) comprising two Non-Executive<br />
and independent Directors. The Board has a formal Charter<br />
that is reviewed regularly. A copy of that Charter is available<br />
on Linc Energy’s website. A purpose of the full Board is<br />
to review and ratify remuneration and people policies,<br />
procedures and programs designed to:<br />
• Meet long-term people needs through effective talent<br />
management and succession planning;<br />
• Achieve clear alignment between the needs and<br />
requirements of key stakeholder groups (i.e. customers,<br />
shareholders and communities) and the objectives<br />
and values of Linc Energy people;<br />
• Promoting excellent performance by implementing<br />
appropriate remuneration and other policies to keep<br />
employees committed and motivated;<br />
• Promote Linc Energy as an employer of choice;<br />
• Achieve compliance with relevant legislation and<br />
corporate governance principles on remuneration<br />
practices and employment policies; and<br />
• Provide fair remuneration and other benefits to all<br />
Linc Energy employees.<br />
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07 CORPORATE<br />
GOVERNANCE<br />
STATEMENT CONTINUED<br />
Compliance with the ASX Principles<br />
Recommendation 2.4<br />
Continued<br />
The Board is responsible for making recommendations<br />
relating to the following matters:<br />
• Reviewing strategic issues and commercial changes<br />
that impact Linc Energy and the energy sector to<br />
determine the most appropriate structure, size,<br />
composition and tenure of the Board;<br />
• Maintaining a healthy balance of skills, knowledge and<br />
experience across the Board by recommending new<br />
appointments and ongoing development for Directors;<br />
• Determining Board performance assessment criteria<br />
and assessing performance;<br />
• Rewarding Directors responsibly and fairly for their<br />
contributions to enhancing Linc Energy’s performance;<br />
• Recommending to the Board appointment and removal<br />
of Directors for the consideration of a general meeting<br />
of shareholders; and<br />
• Recommending in relation to Board succession,<br />
planning and Director remuneration policy.<br />
Recommendations relating to the CEO<br />
• The recruitment, retention and termination policies<br />
and procedures for the CEO;<br />
• Setting and reviewing performance objectives for the<br />
CEO and evaluating the contribution and effectiveness<br />
of the CEO against those objectives; and<br />
• Rewarding the CEO responsibly and fairly for his/her<br />
contribution to enhancing Linc Energy’s performance.<br />
Recommendations relating to the Executive Team<br />
• Reviewing the CEO’s recommendations on<br />
remuneration and reward for Linc Energy’s Executive<br />
Team, and on succession plans for key senior positions<br />
within Linc Energy;<br />
• Maintaining a balance of skills, knowledge and<br />
experience across the Executive Team, through<br />
reviewing recommended structures, new appointments<br />
and assessing ongoing leadership development;<br />
• The recruitment, retention and termination policies<br />
and procedures for members of the Executive Team;<br />
• Providing counsel and guidance to the business in<br />
relation to talent, succession planning and performance<br />
management; and<br />
• Monitoring remuneration policies and practices to<br />
ensure they enable Linc Energy to attract and retain<br />
people who create value for shareholders and who<br />
uphold and develop the culture of Linc Energy.<br />
The Board collectively and its members individually have<br />
access to internal and external resources, including access<br />
to advice from external consultants or specialists.<br />
Recommendation 2.5 – Companies should disclose<br />
the process for evaluating the performance of the Board,<br />
its committees and individual Directors<br />
The Board undertakes ongoing self-assessment and<br />
review of its performance and of the performance of the<br />
Chairman, individual Directors and Board Committees.<br />
The performance review process conducted in <strong>2009</strong><br />
included interviews with Directors, Group Executives<br />
and the Company Secretary. These reviews were wide<br />
ranging and included each Director’s contribution<br />
to Board discussions.<br />
The Board is currently developing a selection and<br />
appointment procedure for new directors and the<br />
re-election of incumbents. Details of the Board’s policy<br />
on nomination and appointment of Directors will be<br />
made publicly available on the Company’s website<br />
once completed.<br />
Recommendation 3.1 – Companies should establish a<br />
Code of Conduct<br />
Linc Energy has a Code of Conduct and legislative<br />
compliance polices that deal with:<br />
• Practices necessary to maintain confidence in<br />
Linc Energy’s integrity;<br />
• Practices necessary to take into account the legal<br />
obligations and expectations of Linc Energy’s<br />
stakeholders; and<br />
• Responsibility and accountability of individuals for<br />
reporting and investigating reports of unethical<br />
practices.<br />
The Code of Conduct applies to Directors as well as<br />
Linc Energy employees. It is part of the induction pack for<br />
new Directors. As part of their induction new Linc Energy<br />
employees are required to confirm they have reviewed<br />
and are aware of Linc Energy’s Code of Conduct. The<br />
Code applies equally to all consultants and contractors to<br />
Linc Energy. The Code provides a mechanism to enable<br />
employees to report breaches of the Code without any fear<br />
of retribution. Linc Energy’s Code of Conduct is available<br />
on Linc Energy’s website.<br />
Legislative compliance policies<br />
Linc Energy has established policies that deal with<br />
legislative compliance and governance. These policies<br />
are published on Linc Energy’s website. Consistent<br />
with its Code of Conduct, Linc Energy is committed to<br />
the highest standards of integrity, fairness and ethical<br />
conduct, including full compliance with all relevant legal<br />
requirements. There is no circumstance under which it<br />
is acceptable for Linc Energy or a person associated with<br />
Linc Energy to knowingly or deliberately not comply with<br />
the law or to act unethically in the course of performing<br />
or advancing Linc Energy’s business. Behaviour of this<br />
kind will lead to disciplinary measures that may include<br />
dismissal. Any person who intentionally breaches the<br />
law will not receive support from Linc Energy.<br />
Recommendation 3.2 – Companies should establish<br />
a policy concerning trading in securities by Directors,<br />
Executive Team and employees<br />
Linc Energy has a policy and set procedures on share<br />
trading by Directors, senior executives and employees,<br />
as well as conflicts of interest. The Linc Energy Board<br />
and its employees are prohibited from dealing in, or<br />
influencing others to deal in, securities of Linc Energy<br />
or any related companies where:<br />
• They possess information that is not generally available<br />
to the market; and<br />
• The information is potentially ‘price sensitive’ and, if it<br />
were known to the market, may reasonably be expected<br />
to have a material effect on the share price of the<br />
Company. Additionally, Directors and senior managers<br />
may only deal in Company shares during the four-week<br />
periods immediately following the release of the halfyear<br />
results, the full-year results and the Annual General<br />
Meeting; and<br />
• Linc Energy’s Share Trading Policy is circulated to all<br />
Linc Energy personnel each year and is available on<br />
the Company’s web site.<br />
Recommendation 4.1 – The Board should establish an<br />
audit committee<br />
To assist it in carrying out its responsibilities the Board has<br />
established an Audit and Risk Management Committee.<br />
The primary function of the Committee is to assist the<br />
Board in fulfilling its responsibilities to provide shareholders<br />
with timely and reliable financial reports. This includes<br />
protecting the interests of shareholders, customers,<br />
employees and the broader community through the<br />
effective identification, assessment, monitoring<br />
and management of risks.<br />
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07 CORPORATE<br />
GOVERNANCE<br />
STATEMENT CONTINUED<br />
Compliance with the ASX Principles<br />
Continued<br />
Recommendation 4.2 – The audit committee should be<br />
appropriately structured<br />
The Audit and Risk Management Committee comprises<br />
two Non-Executive/independent Directors, both with<br />
appropriate and relevant financial experience, and an<br />
Executive Director. They are Mr Ken Dark, Mr Brian<br />
Johnson and the CEO, Mr Peter Bond. The committee<br />
members’ qualifications are disclosed on page 36 of this<br />
Annual Report. The Non-Executive and Executive Directors’<br />
remuneration is disclosed in the Annual Report, which<br />
includes any participation in the shareholder approved<br />
Linc Energy Employee Option Plan.<br />
The Chief Financial Officer and Company Secretary (who,<br />
along with the CEO, have responsibility for Linc Energy’s<br />
Risk and Compliance function), and the external auditor<br />
attend Committee meetings at the discretion of the<br />
Committee. The Company Secretary is the secretary<br />
to the Committee. The Committee has agreed to meet<br />
privately with the external auditor on general matters<br />
concerning the external audit and other related matters,<br />
including the half-year and full-year financial reports.<br />
The Company Secretary distributes copies of the minutes<br />
of a meeting of the Committee to the Board for discussion<br />
at the next full Board meeting. The Chairman of the<br />
Committee reports to the Board on the Committee’s<br />
conclusions and recommendations.<br />
The Committee collectively and its members individually<br />
have access to internal and external resources, including<br />
access to advice from external consultants or specialists.<br />
The Committee met two times during the year. Directors’<br />
attendances are set out on page 44 of this Annual Report.<br />
Recommendation 4.3 – The audit committee should have<br />
a formal charter<br />
The Committee operates under a formal Charter published<br />
on Linc Energy’s website. The Charter is reviewed annually<br />
to determine whether any changes are necessary. The<br />
Charter sets out the roles and responsibilities, composition,<br />
structure and membership requirements of the Committee.<br />
The Committee’s primary responsibilities include:<br />
• Monitoring the integrity of financial reporting;<br />
• Monitoring and reviewing the external auditor’s<br />
qualifications, performance and independence;<br />
• Monitoring the effectiveness of risk management<br />
processes;<br />
• Monitoring the effectiveness of Linc Energy’s Audit<br />
functions;<br />
• Monitoring legislative and regulatory compliance; and<br />
• Monitoring the adequacy and completeness<br />
of internal controls.<br />
Non-audit services<br />
The Board is preparing a formal policy on the provision<br />
of auditing and related services including the selection,<br />
appointment and rotation of external auditors. Under the<br />
policy the external auditor will be precluded from providing<br />
any services that might threaten their independence, or<br />
conflict with their assurance and compliance role. Quarterly<br />
reports on the provision of auditing and related services<br />
will be provided to the Board through the Audit and Risk<br />
Management Committee. The Directors have concluded<br />
that non-audit services provided did not compromise<br />
the external auditor’s independence requirements under<br />
the Corporations Act. There is also in place an agreed<br />
rotation policy for the senior auditor of KPMG. The external<br />
auditor annually provides a letter to the Committee on their<br />
independence. No officers of Linc Energy were partners<br />
or directors of KPMG during this reporting period. Linc<br />
Energy’s Auditor Independence Policy will be published on<br />
Linc Energy’s website.<br />
Recommendation 5.1 – Companies should establish<br />
continuous disclosure policies and ensure compliance with<br />
those policies<br />
Market disclosure<br />
A continuous disclosure regime operates throughout Linc<br />
Energy and is documented in Linc Energy’s Continuous<br />
Disclosure Policy which is located on Linc Energy’s<br />
website. The policy is in place to ensure matters that a<br />
person could reasonably expect to have a material effect<br />
on the share price are announced to the ASX in a timely<br />
manner. The Continuous Disclosure Policy describes Linc<br />
Energy’s continuous disclosure obligations and how they<br />
are managed by Linc Energy, as well as how Linc Energy<br />
communicates with financial markets. Senior management,<br />
comprising the CEO, Company Secretary, Chief Financial<br />
Officer, Chief Operating Officer and Head of Investor<br />
Relations monitor Linc Energy’s disclosure requirements.<br />
The purpose of this monitoring process is to help Linc<br />
Energy achieve its objective to establish, implement<br />
and supervise continuous disclosure within Linc Energy.<br />
This includes responsibility for ensuring that all Linc Energy<br />
announcements are made in a timely fashion, contain<br />
material information as well as being objective and factual,<br />
and are clearly written to allow investors to assess the<br />
impact of information on their investment decisions.<br />
The Group is also responsible for recommending<br />
changes to Continuous Disclosure Policy.<br />
Accountability<br />
The Company Secretary as the nominated Continuous<br />
Disclosure Officer reports to the Board quarterly on<br />
matters that were either notified or not notified to the ASX.<br />
Directors receive copies of all announcements immediately<br />
after notification to the ASX. All ASX announcements are<br />
available in the media centre on the Linc Energy website.<br />
Direct reports to the CEO also confirm to the Board,<br />
on a quarterly basis, that matters which might need<br />
to be disclosed have been brought to the attention<br />
of the Continuous Disclosure Officer for review.<br />
Financial market communications<br />
Communication with the financial market is the<br />
responsibility of the CEO, Chief Financial Officer<br />
and Head of Investor Relations. Communication with<br />
the media is the responsibility of the CEO and the Head<br />
of Investor Relations. The Continuous Disclosure Policy<br />
covers briefings to institutional investors and stockbroking<br />
analysts, general briefings, one-on-one briefings, blackout<br />
periods, compliance and review of communications<br />
as well as media briefings.<br />
Recommendation 6.1 – Companies should establish<br />
a shareholder communication policy<br />
Shareholder communication<br />
Linc Energy communicates with shareholders in<br />
accordance with the Corporations Act and Listing Rules<br />
of the ASX. All ASX announcements, press releases<br />
and pertinent shareholder information is maintained on<br />
the Linc Energy website for a minimum of three years.<br />
All announcements made to the ASX are available to<br />
shareholders by email notification when a shareholder<br />
provides the Linc Energy share registry with their email<br />
address and elects to be notified of all Linc Energy<br />
ASX announcements.<br />
In addition, Linc Energy has designed a Shareholder<br />
Communications Policy for promoting effective<br />
communication with shareholders and encouraging<br />
shareholder participation at the Company’s AGMs.<br />
The policy is located on Linc Energy’s website.<br />
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07 CORPORATE<br />
GOVERNANCE<br />
STATEMENT CONTINUED<br />
Compliance with the ASX Principles<br />
Recommendation 6.1<br />
Continued<br />
Meetings<br />
At the AGM, the Chairman encourages questions and<br />
comments from shareholders and seeks to ensure the<br />
meeting is managed to give shareholders an opportunity<br />
to participate. Shareholders can ask questions about<br />
or comment on the operations of the Company and the<br />
performance of the Board and management of Linc Energy.<br />
The Chairman may respond directly to questions or, at his<br />
discretion, may refer a question to another Director, the<br />
CEO or a member of the Executive Team. New Directors<br />
or Directors seeking re-election are given the opportunity<br />
to address the meeting and to answer questions from<br />
shareholders. The external auditor attends Linc Energy’s<br />
AGM. Shareholders may submit written questions to the<br />
auditor to be considered at the AGM in relation to the<br />
conduct of the audit and the preparation and content of the<br />
Independent Audit Report by providing the questions to<br />
Linc Energy at least five business days before the day of the<br />
AGM. Shareholders are also given a reasonable opportunity<br />
at the AGM to ask the auditor questions relevant to the<br />
conduct of the audit, the Independent Audit Report, the<br />
accounting policies adopted by Linc Energy and the<br />
independence of the auditor. The Chairman will provide<br />
reasonable time following the consideration of reports for<br />
questions and comments.<br />
Recommendation 7.1 – Companies should establish risk<br />
management policies<br />
Risk management policies<br />
Linc Energy faces a wide variety of risks due to the nature<br />
of its operations and the regions in which it operates.<br />
Linc Energy has a formal, holistic, enterprise-wide risk<br />
program for the oversight and management of material<br />
business risks which is based on Standards Australia’s<br />
AS/NZS 4360:2004 (Risk Management). This program is<br />
supported by the Linc Energy management team, the CEO,<br />
the Board and Linc Energy’s Audit and Risk Management<br />
Committee. In addition to the Audit and Risk Management<br />
Committee itself, the Company has established a number<br />
of other policies that directly or indirectly serve to reduce<br />
and/or manage risk. These include but are not limited to<br />
the following which are located on Linc Energy’s website:<br />
• Continuous Disclosure Policy;<br />
• Audit and Risk Management Committee Policy;<br />
• Code of Conduct;<br />
• Share Trading Policy;<br />
• Shareholder Communications Policy;<br />
• Ethical Business Conduct Policy; and<br />
• Health, Safety and Environment Policy.<br />
Risk management roles and responsibilities<br />
Linc Energy’s management team monitors and oversees the<br />
continuous improvement of risk identification, assessment,<br />
treatment and reporting, including legislative compliance.<br />
Linc Energy’s Risk and Compliance processes supports<br />
Linc Energy’s business units in the implementation of<br />
the Linc Energy-wide risk management framework.<br />
Recommendation 7.2 – Companies should establish risk<br />
management and internal control systems to manage<br />
material business risk<br />
The Board has required management to design and<br />
implement a risk management and internal control system<br />
to manage Linc Energy’s material business risks as follows:<br />
• In <strong>2009</strong>/2010 Linc Energy will perform regular audits<br />
of the internal control systems and risk management<br />
compliance across the Group. These audits take<br />
account of both the nature and materiality of risk.<br />
• The Audit and Risk Management Committee will review<br />
quarterly reports of the activities and findings of the Risk<br />
and Compliance Group and Audit. All outstanding audit<br />
issues are monitored through to satisfactory completion.<br />
• The external auditor will report findings on relevant risk<br />
and control issues to the Audit and Risk Management<br />
Committee and to the Board on a six-monthly basis.<br />
• Management is required to provide monthly reports to<br />
the Board which include the identification of material<br />
business risks and matters relating to the effectiveness of<br />
Linc Energy’s management of its material business risks.<br />
Recommendation 7.3 – CEO and CFO assurance<br />
The CEO and the CFO have provided the Board with written<br />
assurances that the declaration provided in accordance<br />
with section 295A of the Corporations Act is founded on<br />
a sound system of risk management and internal control<br />
and that the system is operating effectively in all material<br />
respects in relation to financial reporting risks.<br />
Recommendation 8.1 – The Board should establish<br />
a remuneration committee<br />
The full Board manages Linc Energy’s People and<br />
Performance matters. Linc Energy has not established<br />
a formal remuneration committee. However, the Board’s<br />
responsibility, among other things, is to consider and<br />
take decisions on remuneration policies and packages<br />
applicable to Board members and to senior Linc Energy<br />
management. The Chief Operating Officer attends meetings<br />
of the Board by invitation when required to report on<br />
and discuss senior management performance,<br />
remuneration and related matters.<br />
Recommendation 8.2 – Companies should clearly<br />
distinguish the structure of Non-Executive Directors’<br />
remuneration from that of Executive Directors<br />
and senior executives<br />
A description of the structure of Non-Executive Directors’<br />
remuneration and Executive Directors’ remuneration is<br />
contained in the remuneration report on pages 45 to 55<br />
of this Annual Report.<br />
66 67
08AUDITOR’S<br />
INDEPENDENCE<br />
DECLARATION<br />
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001<br />
To: the Directors of Linc Energy Ltd<br />
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended<br />
30 June <strong>2009</strong> there have been:<br />
• no contraventions of the auditor independence requirements as set out in the Corporations Act 2001<br />
in relation to the audit; and<br />
• no contraventions of any applicable code of professional conduct in relation to the audit.<br />
KPMG<br />
Simon Crane<br />
Partner<br />
Brisbane<br />
24 September <strong>2009</strong><br />
68<br />
Linc Energy staff inspect GTL equipment at the Chinchilla Demonstration Facility.
09<br />
FINANCIAL<br />
<strong>REPORT</strong><br />
FOR THE YEAR ENDED 30 JUNE <strong>2009</strong><br />
01 INCOME STATEMENTS 72<br />
02 BALANCE SHEETS 73<br />
03 STATEMENTS OF RECOGNISED INCOME AND EXPENSE 74<br />
04 CASH FLOW STATEMENTS 75<br />
05 NOTES TO THE FINANCIAL STATEMENTS 76<br />
06 DIRECTORS’ DECLARATION 120<br />
This financial report covers both the separate financial<br />
statements of Linc Energy Ltd (Company) as an individual<br />
entity and the consolidated financial statements for the<br />
consolidated entity consisting of Linc Energy Ltd and its<br />
subsidiaries (Group). The financial report is presented<br />
in Australian Dollars.<br />
Linc Energy Ltd is a company limited by shares, incorporated<br />
and domiciled in Australia. Its registered office and principal<br />
place of business is:<br />
32 Edward Street<br />
Brisbane, Qld 4000<br />
A description of the nature of the entity’s operations and its<br />
principal activities is included in the review of operations<br />
and activities on pages 26 to 35 and in the Directors’<br />
Report on pages 42 to 57, both of which are not part<br />
of this financial report.<br />
The financial report was authorised for issue by the Directors<br />
on 24 September <strong>2009</strong>. The Directors have the power<br />
to amend and reissue the financial report.<br />
Through the use of the internet, we have ensured that our<br />
corporate reporting is timely, complete, and available globally<br />
at minimum cost to the Company. All press releases, financial<br />
reports and other information are available at our Investors<br />
Centre on our website: www.lincenergy.com.au.<br />
70 71
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
INCOME STATEMENTS<br />
For the year ended 30 June <strong>2009</strong><br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Notes $’000 $’000 $’000 $’000<br />
Revenue 2 2,034 129 - -<br />
Cost of sales 1,717 377 - -<br />
Gross margin 317 (248) - -<br />
Other income 2 441 86 431 27<br />
Expenses<br />
Management 525 214 525 214<br />
Business development 1,817 1,006 1,817 1,006<br />
Public and investor relations 1,915 1,762 1,915 1,762<br />
Administration and corporate 3,710 1,510 3,612 1,389<br />
Site operating costs 27,988 - 27,988 -<br />
Exploration and evaluation 507 - 507 -<br />
Results from operating activities (35,704) (4,654) (35,933) (4,344)<br />
Finance income 1,869 1,159 1,850 1,159<br />
Finance expenses 3 (6,267) (347) (6,259) (347)<br />
Net finance income / (expense) (4,398) 812 (4,409) 812<br />
Loss before income tax (40,102) (3,842) (40,342) (3,532)<br />
Income tax benefit / (expense) 4 (2,026) (481) (2,026) (481)<br />
Loss for the year (42,128) (4,323) (42,368) (4,013)<br />
Attributable to:<br />
Equity holders of Linc Energy Ltd (42,176) (4,244) (42,368) (4,013)<br />
Minority interest 48 (79) - -<br />
Loss for the year (42,128) (4,323) (42,368) (4,013)<br />
Cents Cents<br />
Earnings / (loss) per share attributable to the<br />
ordinary equity holders Linc Energy Ltd:<br />
Basic earnings / (loss) per share 23 (10.36) (1.21)<br />
Diluted earnings / (loss) per share 23 (10.36) (1.21)<br />
The above Income statements should be read in conjunction with the accompanying notes.<br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
BALANCE SHEETS<br />
As at 30 June <strong>2009</strong><br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Notes $’000 $’000 $’000 $’000<br />
ASSETS<br />
Current assets<br />
Cash and cash equivalents 5 4,842 3,321 4,572 3,299<br />
Share placement cash receivable 6 - 100,000 - 100,000<br />
Trade and other receivables 7 595 1,059 324 954<br />
Inventories 8 241 130 - -<br />
Assets classified as held for sale 9 9,774 - 9,774 -<br />
Total current assets 15,452 104,510 14,670 104,253<br />
Non-current assets<br />
Receivables 7 65 58 65 58<br />
Intangibles 10 154,641 41,389 54,598 40,280<br />
Available-for-sale financial assets 11 - 16,065 - 16,065<br />
Property, plant and equipment 12 7,893 6,198 7,295 5,878<br />
Other assets 13 850 - 104,818 1,449<br />
Total non-current assets 163,449 63,710 166,776 63,730<br />
Total assets 178,901 168,220 181,446 167,983<br />
LIABILITIES<br />
Current liabilities<br />
Trade and other payables 14 3,925 16,887 6,630 16,553<br />
Borrowings 15 473 341 473 341<br />
Provisions 16 1,716 - 1,716 -<br />
Total current liabilities 6,114 17,228 8,819 16,894<br />
Non-current liabilities<br />
Payables 14 298 186 184 -<br />
Borrowings 15 16,431 3,271 16,431 3,271<br />
Provisions 16 1,320 635 1,320 635<br />
Total non-current liabilities 18,049 4,092 17,935 3,906<br />
Total liabilities 24,163 21,320 26,754 20,800<br />
Net assets 154,738 146,900 154,692 147,183<br />
EQUITY<br />
Contributed equity 17 198,628 166,301 198,628 166,301<br />
Reserves 18 22,684 5,154 22,751 5,201<br />
Accumulated losses 19 (66,757) (24,550) (66,687) (24,319)<br />
Total equity attributable to equity holders<br />
of Linc Energy Ltd 154,555 146,905 154,692 147,183<br />
Minority interest 183 (5) - -<br />
Total equity 154,738 146,900 154,692 147,183<br />
The above Balance sheets should be read in conjunction with the accompanying notes.<br />
72 73
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
STATEMENTS OF RECOGNISED<br />
INCOME AND EXPENSE<br />
For the year ended 30 June <strong>2009</strong><br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Notes $’000 $’000 $’000 $’000<br />
Changes in the fair value of available-for-sale<br />
financial assets, net of transaction costs<br />
and tax 18 - 1,200 - 1,200<br />
Transfer of prior period revaluation on derecognition<br />
of available-for-sale financial assets (1,200) - (1,200) -<br />
Exchange differences on translation<br />
of foreign operation 97 (78) - -<br />
Income and expense recognised<br />
directly in equity (1,103) 1,122 (1,200) 1,200<br />
Loss for the year (42,128) (4,323) (42,368) (4,013)<br />
Total recognised income and expense for the year (43,231) (3,201) (43,568) (2,813)<br />
Attributable to:<br />
Equity holders of Linc Energy Ltd (43,309) (3,091) (43,568) (2,813)<br />
Minority interest 78 (110) - -<br />
Total recognised income and expense for the year (43,231) (3,201) (43,568) (2,813)<br />
The above Statements of recognised income and expense should be read in conjunction with the accompanying notes.<br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
CASH FLOW STATEMENTS<br />
For the year ended 30 June <strong>2009</strong><br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Notes $’000 $’000 $’000 $’000<br />
Cash flows from operating activities<br />
Receipts from customers and other debtors<br />
(inclusive of goods and services tax) 2,508 490 182 325<br />
Payments to suppliers and employees<br />
(inclusive of goods and services tax) (18,058) (3,584) (15,291) (3,141)<br />
Interest and borrowing costs paid (2,169) (293) (2,160) (292)<br />
Net cash outflow from operating activities 5 (17,719) (3,387) (17,269) (3,108)<br />
Cash flows from investing activities<br />
Payments for property, plant and equipment (1,933) (60) (1,734) (60)<br />
Proceeds from disposal of property, plant<br />
and equipment 22 59 22 3<br />
Payments for exploration and evaluation (11,050) (252) (11,050) (252)<br />
Payments for coal to liquids<br />
Technology Development (23,572) (25,845) (23,572) (26,027)<br />
Interest received 1,907 1,114 1,879 1,114<br />
Acquisition of Yerostigaz, net of cash acquired - (474) - (487)<br />
Additional investment in Yerostigaz - - (368) -<br />
Purchase of available-for-sale financial assets - (8,558) - (8,558)<br />
Acquisition of SAPEX Limited, net of cash acquired (85,932) - (88,841) -<br />
Investment in Linc Carbon Solutions Pty Ltd - - (394) (50)<br />
Net cash outflow from investing activities (120,558) (34,016) (124,058) (34,317)<br />
Cash flows from financing activities<br />
Proceeds from issue of shares 117,823 33,920 117,822 33,920<br />
Proceeds from the exercise of share options 4,072 568 4,072 568<br />
Share issue costs (3,679) (1,148) (3,679) (1,148)<br />
Proceeds from the issue of convertible notes 22,000 - 22,000 -<br />
Loan from subsidiary - - 2,804 -<br />
Repayment of other borrowings (419) (236) (419) (236)<br />
Net cash inflow from financing activities 139,797 33,104 142,600 33,104<br />
Net increase / (decrease) in cash<br />
and cash equivalents 1,520 (4,299) 1,273 (4,321)<br />
Cash and cash equivalents at the beginning<br />
of the financial year 3,321 7,620 3,299 7,620<br />
Effect of exchange rate fluctuations on cash held 1 - - -<br />
Cash and cash equivalents at end of year 5 4,842 3,321 4,572 3,299<br />
The above Cash flow statements should be read in conjunction with the accompanying notes.<br />
74 75
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have<br />
been consistently applied to all the years presented, unless otherwise stated.<br />
(a) Basis of preparation<br />
This general purpose financial report has been prepared in accordance with Australian Accounting Standards (“AASB’s”)<br />
(including Australian Interpretations) adopted by the Australian Accounting Standards Board (“AASB”) and the<br />
Corporations Act 2001.<br />
Compliance with IFRSs<br />
The consolidated report of the Group and the financial report of the Company comply with International Financial<br />
Reporting Standards (“IFRS’s”) and interpretations adopted by the International Accounting Standards Board (“IASB”).<br />
Historical cost convention<br />
These financial statements have been prepared under the historical cost convention.<br />
Critical accounting estimates<br />
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires<br />
management to exercise its judgement in the process of applying accounting policies. The areas involving a higher degree<br />
of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are<br />
disclosed in note 1(bb).<br />
(b) Principles of consolidation<br />
Subsidiaries<br />
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at the<br />
end of the reporting period and the results of all subsidiaries for the year then ended. The Company and its subsidiaries<br />
together are referred to in this financial report as the Group or the consolidated entity.<br />
Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies,<br />
generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential<br />
voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls<br />
another entity.<br />
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated<br />
from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries<br />
by the Group.<br />
The Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group.<br />
For purchases from minority interests, the difference between any consideration paid and the relevant share acquired<br />
of the carrying value of net assets of the subsidiary is deducted from equity.<br />
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.<br />
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.<br />
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted<br />
by the Group. Minority interests in the results and equity of subsidiaries are shown separately in the consolidated income<br />
statement and balance sheet respectively. Investments in subsidiaries are accounted for at cost in the individual financial<br />
statements of the Company.<br />
Losses applicable to the minority in a consolidated subsidiary that exceed the minority’s interest in the subsidiary are<br />
allocated to and absorbed by the majority where the minority interest is not obligated or unable to cover the losses.<br />
(c) Revenue recognition<br />
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net<br />
of returns, trade allowances and amounts collected on behalf of third parties. Revenue is recognised for the major business<br />
activities as follows:<br />
Gas sales revenue<br />
The Group has entered into a gas sales contract with its customer containing a take or pay arrangement. Revenue from<br />
the sale of gas is recognised when the gas is delivered to the customer. If the contracted minimum volume of gas is not<br />
taken, the customer must pay for the minimum contracted volume. Revenue paid in advance by the customer is recognised<br />
as a liability until the gas is delivered.<br />
Interest income<br />
Interest income is recognised on a time proportion basis using the effective interest method.<br />
(d) Income tax<br />
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on<br />
the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to<br />
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements,<br />
and to unused tax losses.<br />
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets<br />
are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.<br />
The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the<br />
deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset<br />
or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction,<br />
other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.<br />
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future<br />
taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset<br />
when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate<br />
to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right<br />
to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current<br />
and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.<br />
Tax consolidation<br />
Any current tax liabilities or assets and deferred tax assets arising from unused tax losses of the subsidiaries are assumed<br />
by the head entity in the tax-consolidated group.<br />
76 77
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
Continued<br />
(e) Cash and cash equivalents<br />
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call<br />
with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that<br />
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value,<br />
and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.<br />
(f) Trade receivables<br />
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision<br />
for doubtful debts. Trade receivables are due for settlement no more than 30 days from the date of recognition.<br />
Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written<br />
off. A provision for doubtful receivables is established when there is objective evidence amounts will not be able to be<br />
collected according to the original terms of receivables. The amount of the provision is the difference between the asset’s<br />
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.<br />
Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount<br />
of the provision is recognised in the income statement.<br />
(g) Inventories<br />
Raw materials and stores<br />
Raw materials and stores are stated at the lower of cost and net realisable value.<br />
(h) Intangibles<br />
Coal to liquids development costs<br />
Costs incurred on coal to liquids development projects (relating to the design and testing of the Group’s coal to liquids<br />
technology) are recognised as intangible assets when it is probable that the project will, after considering its commercial<br />
and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably.<br />
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour<br />
and an appropriate proportion of overheads. Other development expenditures that do not meet these criteria are<br />
recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as<br />
an asset in a subsequent period. Capitalised development costs are recorded as intangible assets and amortised from<br />
the point at which the asset is ready for use on a straight-line basis over its useful life. The useful life of capitalised coal<br />
to liquids development costs is currently three years, being the estimated period from commissioning of the Group’s<br />
pilot plant demonstration facility until commercial implementation of the technology.<br />
Exploration and evaluation<br />
Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in respect of each<br />
identifiable area of interest. Costs are only carried forward to the extent that they are expected to be recouped through<br />
the successful development of the area, sale of the respective areas of interest or where activities in the area have not<br />
yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.<br />
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision<br />
to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest<br />
are transferred to development costs and amortised over the life of the area according to the rate of depletion of the<br />
economically recoverable reserves.<br />
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward<br />
costs in relation to that area of interest. Restoration, rehabilitation and environmental costs necessitated by exploration<br />
and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure.<br />
Goodwill<br />
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable<br />
assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible<br />
assets. Goodwill is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or<br />
changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses.<br />
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.<br />
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units<br />
represents the Group’s investment in each country of operation by each primary reporting segment.<br />
(i) Investments<br />
Available-for-sale financial assets<br />
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either<br />
designated in this category or not classified in any of the other categories. They are included in non-current assets unless<br />
management intends to dispose of the investment within 12 months of the reporting date. Investments are designated<br />
as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends<br />
to hold them for the medium to long-term.<br />
Recognition and derecognition<br />
Regular purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to<br />
purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets<br />
not carried at fair value through profit or loss.<br />
Subsequent measurement<br />
Available-for-sale financial assets carried at fair value. Changes in the fair value are recognised in equity. Details on how<br />
the fair value of financial instruments is determined are disclosed in note 1(s).<br />
78 79
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
Continued<br />
(j) Property, plant and equipment<br />
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that<br />
is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/losses<br />
on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.<br />
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only<br />
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item<br />
can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial<br />
period in which they are incurred.<br />
Land is not depreciated. Depreciation on other assets is calculated using the diminishing value method to allocate their<br />
cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:<br />
Land 0 years<br />
Buildings 40 years<br />
Motor vehicles 5 years<br />
Office equipment and furniture 2 to 5 years<br />
Plant and equipment 5 to 40 years<br />
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.<br />
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is<br />
greater than its estimated recoverable amount (note 1(t)). Gains and losses on disposals are determined by comparing<br />
proceeds with carrying amount. These are included in the income statement.<br />
(k) Leases<br />
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are<br />
classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased<br />
property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance<br />
charges, are included in other long-term payables. Each lease payment is allocated between the liability and finance cost.<br />
The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate<br />
of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired<br />
under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.<br />
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified<br />
as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are<br />
charged to the income statement on a straight-line basis over the period of the lease.<br />
(l) Trade and other payables<br />
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year<br />
which are unpaid. The amounts are unsecured and are usually paid within 45 days of recognition.<br />
(m) Borrowings<br />
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently<br />
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption<br />
amount is recognised in the income statement over the period of the borrowings using the effective interest method.<br />
Fees paid on the establishment of loan facilities, which are not incremental costs relating to the actual draw-down<br />
of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility.<br />
(n) Finance expenses<br />
Finance expenses comprise interest expense on borrowings and bank fees and charges. All borrowing costs are<br />
recognised in profit and loss using the effective interest method. Fees paid on the establishment of loan facilities,<br />
which are not incremental costs relating to the actual draw-down of the facility, are recognised as prepayments<br />
and amortised on a straight-line basis over the term of the facility using the effective interest method.<br />
(o) Provisions<br />
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events<br />
and it is probable that an outflow of resources will be required to settle the obligation and the amount has been<br />
reliably estimated. Provisions are not recognised for future operating losses.<br />
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined<br />
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with<br />
respect to any one item included in the same class of obligations may be small.<br />
If the effect is material, provisions are measured at the present value of management’s best estimate of the expenditure<br />
required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value<br />
reflects current market assessments of the time value of money and the risks specific to the liability. The increase in<br />
the provision due to the passage of time is recognised as interest expense.<br />
Site restoration<br />
In accordance with its environmental obligations the Group recognises a provision for the cost of decommissioning its<br />
demonstration CTL facility and rehabilitating its exploration drill holes. A provision for decommissioning and restoration and<br />
the related expense is recognised when an area is disturbed as a result of the construction of petroleum facilities.<br />
A provision for rehabilitation and the related expense is recognised when a drilling program is completed.<br />
Onerous lease<br />
A provision for onerous leases is recognised when the expected benefits to be derived by the Group from the leased<br />
property is lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured<br />
at the present value of the lower of the expected cost of terminating the contract and the expected net cost of<br />
continuing with the contract (including any related sub-lease income).<br />
(p) Contributed equity<br />
Ordinary shares are classified as equity. Convertible notes are classified as liabilities as the number of shares to be<br />
issued on conversion is based on a fixed discount to the market price of Linc Energy Ltd shares listed on the ASX<br />
on the date of conversion. Therefore, as a variable number of shares may be issued on conversion, AASB 132 Financial<br />
Instruments: Presentation deems them to be a financial liability.<br />
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,<br />
from the proceeds.<br />
80 81
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
Continued<br />
(q) Foreign currency translation<br />
Functional and presentation currency<br />
Items included in the financial statements are measured using the currency of the primary economic environment<br />
in which the entity operates (‘the functional currency’). The financial statements are presented in Australian Dollars,<br />
which is the Group’s functional and presentation currency.<br />
Transactions and balances<br />
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the<br />
dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from<br />
the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are<br />
recognised in the income statement.<br />
Group companies<br />
The results and financial position of all Group entities that have a functional currency different from the presentation<br />
currency are translated into the presentation currency as follows:<br />
• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;<br />
• Income and expenses for each income statement are translated at the exchange rate at the date of the transaction; and<br />
• All resulting exchange differences are recognised as a separate component of equity.<br />
(r) Goods and Services Tax (GST)<br />
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not<br />
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or<br />
as part of the expense.<br />
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST<br />
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.<br />
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities<br />
which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.<br />
(s) Fair value estimation<br />
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for<br />
disclosure purposes.<br />
The fair value of financial instruments traded in active markets (such as available-for-sale securities) is based on quoted<br />
market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the<br />
current bid price; the appropriate quoted market price for financial liabilities is the current ask price.<br />
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate<br />
their fair values.<br />
(t) Impairment of assets<br />
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for<br />
impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets<br />
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be<br />
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable<br />
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of<br />
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which<br />
are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets<br />
other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.<br />
(u) Non-current assets held for sale<br />
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale<br />
transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value<br />
less costs to sell.<br />
(v) Business combinations<br />
The purchase method of accounting is used to account for all business combinations, including business combinations<br />
involving entities of businesses under common control, regardless of whether equity instruments or other assets are<br />
acquired. Cost is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed<br />
at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an<br />
acquisition, the fair value of the instruments is their published market price as at the date of exchange unless, in<br />
rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator<br />
of fair value and that other evidence and valuation methods provide a more reliable measure of fair value.<br />
Transaction costs arising on the issue of equity instruments are recognised directly in equity.<br />
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured<br />
initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost<br />
of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the<br />
cost of acquisition is less than the Group’s share of their fair value of the identifiable net assets of the subsidiary acquired,<br />
the difference is recognised directly in the income statement, but only after a reassessment of the identification and<br />
measurement of the net assets acquired.<br />
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their<br />
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate<br />
at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.<br />
(w) Earnings per share<br />
Basic earnings per share<br />
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted<br />
average number of ordinary shares outstanding during the financial year.<br />
Diluted earnings per share<br />
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the<br />
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted<br />
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.<br />
82 83
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
Continued<br />
(x) Employee benefits<br />
Share-based payments<br />
Share-based compensation benefits are provided to employees via the Group’s Employee Option Plan. Information relating<br />
to these schemes is set out in note 27. The fair value of options granted under the Linc Energy Ltd Employee Option Plan<br />
is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at<br />
grant date and recognised over the period during which the employees become unconditionally entitled to the options<br />
(the “vesting period”).<br />
The fair value at grant date is independently determined using a Monte Carlo option pricing model that takes into account<br />
the exercise price, the term of the option, the impact of the dilution, the share price at grant date and expected price<br />
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.<br />
The fair value of the options granted excludes the impact of any non-market vesting conditions, as these are included in<br />
assumptions about the number of options that are expected to become exercisable. At each balance date the entity revises<br />
its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised<br />
each period takes into account the most recent estimate.<br />
Wages and salaries, annual leave and sick leave<br />
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected<br />
to be settled within twelve months of the reporting date are recognised in other payables in respect of employees’ services<br />
up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.<br />
Retirement benefit obligations<br />
The Group contributes to defined contribution superannuation plans for all employees in accordance with relevant<br />
legislation. The Group makes fixed contributions at the current rate of nine percent of gross salary and the Group’s<br />
obligations are limited to these contributions. Contributions are recognised as an expense as they become payable.<br />
Long service leave<br />
The liability for long service leave is recognised in the provision for employee benefits and measured as the present<br />
value of expected future payments to be made in respect of services provided by employees up to the reporting date<br />
using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience<br />
of employee departures and periods of service. Expected future payments are discounted using market yields at the<br />
reporting date on national government bonds with terms to maturity that match the estimated future cash outflows.<br />
(y) Non-employee share-based payments<br />
The Group has granted shares and share options to suppliers as compensation for the provision of services and finance<br />
facilities or for access to private property for exploration drilling. Information relating to these grants is set out in note 27.<br />
The fair value of options granted to suppliers is recognised as an expense or, where appropriate, is capitalised in<br />
accordance with the Group’s capitalisation policy with a corresponding increase in equity. The fair value is measured<br />
at grant date and recognised over the period during which the services are rendered or when the supplier becomes<br />
unconditionally entitled to the options (the “vesting period”).<br />
The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise<br />
price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected<br />
dividend yield and the risk free interest rate for the term of the option.<br />
(z) Research and development expenditure<br />
The Group classifies the entire coal to liquids demonstration facility (pilot plant) and ongoing technology development<br />
at the site as research and development expenditure. Costs incurred in constructing the Group’s coal to liquids<br />
demonstration facility have been capitalised and included within Intangible assets in the balance sheet (refer note 1(h).<br />
Costs that do not meet the recognition criteria of an intangible asset have been recognised in the income statement.<br />
(aa) Rounding of amounts<br />
The Company is of a kind referred to in Class order 98/100, issued by the Australian Securities and Investment<br />
Commission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been<br />
rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.<br />
(bb) Critical accounting estimates and judgements<br />
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including<br />
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under<br />
the circumstances.<br />
Critical accounting estimates and assumptions<br />
The entities of the Group make estimates and assumptions concerning the future. The resulting accounting estimates will,<br />
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing<br />
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.<br />
Apportionment of overhead expenses<br />
Where they are directly attributable, the Group apportions overhead expenses to income earning, asset creating or certain<br />
corporate activities. The apportionment methodology uses a ratio of overhead to total expenditure to apply these expenses.<br />
The use of this method represents a fair and reasonable approach for determining the portion of overheads that are<br />
deemed to be “directly attributable”.<br />
Site restoration<br />
The Group has provided for site restoration costs to allow for any necessary decommissioning and rehabilitation work at<br />
its coal to liquids technology development site in Chinchilla, in the event of cessation of all activity at the site. In prior years<br />
this provision was based on the Directors’ best estimate of the costs of this work. During the year ended 30 June <strong>2009</strong>,<br />
as a result of the completion of the coal to liquids demonstration facility and increased drilling and UCG activity at the site<br />
this provision has been increased by $631,583 to $1,266,350 in line with estimates prepared by the Group’s manager of<br />
environmental affairs for submission to and approval by the Queensland Government Environmental Protection Agency.<br />
Impairment of goodwill<br />
On an annual basis and in accordance with the accounting policy stated in note 1(h), the Group tests whether goodwill<br />
has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on their<br />
fair value less costs to sell.<br />
84 85
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
1. Summary of significant accounting policies<br />
Continued<br />
(cc) Segment reporting<br />
A segment is a distinguishable component of the Group that is engaged either in a certain activity or industry (business<br />
segment), or engaged in activity within a particular region or economic environment (geographical segment) which is<br />
subject to risks and returns that are different from those of other segments. The Group’s primary format for segment<br />
reporting is based on business segments.<br />
(dd) New accounting standards and interpretations not yet adopted<br />
Certain new accounting standards, amendments to standards and interpretations have been published that are not<br />
mandatory for 30 June <strong>2009</strong> reporting periods. None of these standards have been adopted early, nor are they expected<br />
to have a significant impact on accounting policy or disclosures. The Group’s assessment of the impact of these new<br />
standards and interpretations is set out below. Standards applicable to periods commencing on or after 1 January <strong>2009</strong><br />
will be applied by the Group from 1 July <strong>2009</strong>.<br />
Title of Amendment Title of Accounting Standard Issue<br />
date<br />
AASB 2007-03 Amendments to Australian<br />
Accounting Standards arising from<br />
AASB 8 Operating Segments<br />
AASB 2007-06 Amendments to Australian<br />
Accounting Standards arising from<br />
AASB 123 Borrowing Costs<br />
AASB 2007-08 Amendments to Australian<br />
Accounting Standards arising from<br />
AASB 101 Presentation of Financial<br />
Statements<br />
AASB 2008-01 Amendments to Australian<br />
Accounting Standard - Share-based<br />
Payments: Vesting Conditions and<br />
Cancellations<br />
AASB 2008-05 Amendments to Australian<br />
Accounting Standards arising from<br />
the Annual Improvements Project<br />
AASB 2008-07 Amendments to Australian<br />
Accounting Standards – Cost of an<br />
Investment in a Subsidiary, Jointly<br />
Controlled Entity or Associate<br />
AASB 2008-03 Amendments to Australian<br />
Revised AASB 3<br />
and revised<br />
AASB 127<br />
Accounting Standards arising from<br />
AASB 3 Business Combinations<br />
and AASB 127 Consolidated and<br />
Separate Financial Statements<br />
AASB 2008-06 Further Amendments to Australian<br />
Accounting Standards arising from<br />
the Annual Improvements Project<br />
Applicable<br />
date<br />
Impact on accounting policy<br />
or disclosure<br />
Feb 2007 1 Jan <strong>2009</strong> The amendments require the<br />
adoption of a ‘management<br />
reporting’ approach to reporting on<br />
segmental financial performance.<br />
The changes are likely to result<br />
in an increase in the number of<br />
reportable segments presented.<br />
Jun 2007 1 Jan <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
Sep 2007 1 Jan <strong>2009</strong> Requires the presentation of a<br />
statement of comprehensive income<br />
and makes changes to the statement<br />
of changes in equity.<br />
Feb 2008 1 Jan <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
Jul 2008 1 Jan <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
Jul 2008 1 Jan <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
Mar 2008 1 Jul <strong>2009</strong> All acquisition-related costs must be<br />
expensed. Transactions with minority<br />
interests to be accounted in equity<br />
where no change in control. No<br />
other material changes to existing<br />
policy or disclosures<br />
Jul 2008 1 Jul <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
AASB 2008-08 Amendments to AASB 139 Aug 2008 1 Jul <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
AASB Int 16 Hedges of a net investment in a<br />
foreign operation<br />
AASB Int 17 Distribution of non-cash assets to<br />
owners and AASB 2008-13<br />
AASB 2008-13 Amendments to Australian<br />
Accounting Standards arising from<br />
AASB Int 17<br />
Aug 2008 1 Oct 2008 No material changes to existing<br />
policy or disclosures<br />
Dec 2008 1 Jul <strong>2009</strong> No material changes to existing<br />
policy or disclosures<br />
86 87
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
2. Revenue and other income<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Revenue from continuing operations<br />
Gas sales revenue 2,034 129 - -<br />
2,034 129 - -<br />
Other income<br />
Sundry 441 86 431 27<br />
441 86 431 27<br />
3. Expenses<br />
Profit before income tax includes<br />
the following specific expenses:<br />
Depreciation<br />
Land and buildings 13 11 13 11<br />
Motor vehicles 213 63 213 63<br />
Office equipment and furniture 261 80 256 76<br />
Plant and equipment 379 275 328 275<br />
Total depreciation 1 866 429 810 425<br />
Amortisation<br />
Coal to liquids intangible 15,153 - 15,153 -<br />
Total depreciation and amortisation 16,019 429 15,963 425<br />
Employee benefits expenses<br />
Salaries and wages 10,868 2,507 10,898 2,507<br />
Contributions to defined contribution superannuation plans 939 181 939 181<br />
Other employee costs 1,301 586 1,301 547<br />
Increase in provision for long service leave 54 - 54 -<br />
Share-based payments 9,172 3,446 9,172 3,446<br />
Total employee benefits expenses 1 22,334 6,720 22,364 6,681<br />
Finance costs<br />
Interest and finance charges paid or payable 671 347 663 347<br />
Borrowing costs 5,596 - 5,596 -<br />
Total finance costs 6,267 347 6,259 347<br />
Net loss on disposal of non-current assets 106 39 106 39<br />
Net foreign exchanges (gains)/losses 154 (79) 156 (80)<br />
3. Expenses (continued)<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Research and development expenditure 3 11,633 - 11,633 -<br />
Impairment losses – other assets - - 572 69<br />
Rental expense relating to operating leases<br />
Office premises 2 986 370 986 370<br />
Tenements 216 155 216 155<br />
Total rental expense relating to operating leases 1 1,202 525 1,202 525<br />
1 A proportion of these expenses has been capitalised in accordance with the Group’s accounting policies.<br />
2 Office premises includes $162,000 in relation to an onerous contract on a former leased premises.<br />
3 Research and development expenditure is disclosed here for information purposes – the amount includes expenditure also classified in other categories<br />
such as employee benefits expenses and site operating expenses.<br />
88 89
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
4. Income tax expense<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Income tax expense<br />
Current Tax - - - -<br />
Deferred Tax 2,026 481 2,026 481<br />
2,026 481 2,026 481<br />
Deferred income tax (revenue) expense included<br />
in income tax expense comprises:<br />
Decrease (increase) in deferred tax assets (35,216) (9,639) (35,216) (9,639)<br />
(Decrease) increase in deferred tax liabilities 37,242 10,120 37,242 10,120<br />
2,026 481 2,026 481<br />
Numerical reconciliation of income tax expense<br />
to prima facie tax payable<br />
Loss before income tax (40,102) (3,842) (40,342) (3,532)<br />
Tax at the Australian tax rate of 30% (2008: 30%) (12,031) (1,153) (12,103) (1,060)<br />
Amounts not deductible (taxable) in calculating taxable income:<br />
Share-based payments 2,752 1,034 2,752 1,034<br />
Research and development (4,157) (7,278) (4,157) (7,278)<br />
Interest and borrowing costs (convertible notes) 1,679 - 1,679 -<br />
Other (45) 95 7 2<br />
Under / (over) provision of prior years 199 (433) 199 (433)<br />
Tax losses not recognised<br />
Current year 13,828 6,821 13,848 6,821<br />
Prior year (199) 433 (199) 433<br />
Income tax expense 2,026 481 2,026 481<br />
Amounts recognised directly in equity<br />
Deferred tax debited (credited) directly to equity<br />
Contributed equity (1,512) (995) (1,512) (995)<br />
Available-for-sale investment reserve (514) 514 (514) 514<br />
(2,026) (481) (2,026) (481)<br />
Unused Tax losses<br />
Unused tax losses for which no deferred tax asset has<br />
been recognised 99,153 45,937 99,896 45,937<br />
Potential tax benefit @ 30% 29,746 13,781 29,969 13,781<br />
4. Income tax expense Continued<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Deferred tax assets<br />
Temporary differences attributable to:<br />
Share issue expenses 1,829 995 1,829 995<br />
Provisions 588 255 571 255<br />
Investments - - 193 -<br />
Property, Plant and Equipment 3,268 - 3,268 -<br />
Borrowing costs (6) - (6) -<br />
Other 227 187 274 187<br />
Tax Losses 41,456 9,197 41,233 9,197<br />
Total deferred tax assets 47,362 10,634 47,362 10,634<br />
Set-off of deferred tax liabilities pursuant to set-off provisions (47,362) (10,634) (47,362) (10,634)<br />
Net deferred tax assets - - - -<br />
Movements<br />
Balance at the start of the period 10,634 - 10,634 -<br />
Charged (credited) to the income statement 35,216 9,639 35,216 9,639<br />
Charged (credited) directly to equity 1,512 995 1,512 995<br />
Balance at the end of the period 47,362 10,634 47,362 10,634<br />
Deferred tax liabilities<br />
Temporary differences attributable to:<br />
Intangible assets 14,039 10,120 14,039 10,120<br />
Exploration costs 33,323 - 33,323 -<br />
Available-for-sale investment reserve - 514 - 514<br />
Total deferred tax liabilities 47,362 10,634 47,362 10,634<br />
Set-off of deferred tax liabilities pursuant to set-off provisions (47,362) (10,634) (47,362) (10,634)<br />
Net deferred tax liabilities - - - -<br />
Movements<br />
Balance at the start of the period 10,634 - 10,634 -<br />
Charged (credited) to the income statement 37,242 10,120 37,242 10,120<br />
Charged (credited) directly to equity (514) 514 (514) 514<br />
Balance at the end of the period 47,362 10,634 47,362 10,634<br />
90 91
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
5. Cash and cash equivalents<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Cash at bank and on hand 4,360 71 4,307 49<br />
Term deposits (a) 482 3,250 265 3,250<br />
4,842 3,321 4,572 3,299<br />
(a) Of the term deposits held as at 30 June <strong>2009</strong>, an amount of $1,771,000 (2008: $792,000) was held by banking<br />
institutions as security against guarantees and credit facilities of the Group. These funds are not available for general<br />
use as working capital.<br />
Reconciliation of profit after income tax to net cash inflow from operating activities<br />
Loss for the year (42,128) (4,323) (42,368) (4,013)<br />
Interest income (1,869) (1,159) (1,850) (1,159)<br />
Interest expense 4,135 70 4,135 70<br />
Net (gain) or loss on sale of non-current assets 106 39 106 39<br />
Net (gain) or loss on foreign exchange 78 (2) (17) (2)<br />
Depreciation and amortisation 16,019 361 15,963 425<br />
Non cash employee benefits 9,172 3,446 9,172 3,446<br />
Capitalisation of non cash overheads (6,127) (3,580) (6,127) (3,580)<br />
Changes in operating assets<br />
Decrease (increase) in receivables (110) 141 (170) 182<br />
Decrease (increase) in prepayments (116) 3 (26) 3<br />
Increase (decrease) in trade creditors 54 791 4 655<br />
Increase (decrease) in other payables 171 601 1,013 601<br />
(Decrease) increase in other provisions 870 (256) 870 (256)<br />
(Increase) decrease in deferred tax assets (35,216) (9,639) (35,216) (9,639)<br />
(Decrease) increase in deferred tax liabilities 37,242 10,120 37,242 10,120<br />
Net cash outflow from operating activities (17,719) (3,387) (17,269) (3,108)<br />
Non-cash investing and financing activities<br />
Acquisition of assets by finance lease 618 1,656 618 1,656<br />
Acquisition of subsidiary by share issue 4,752 - 4,752 778<br />
5,370 1,656 5,370 2,434<br />
6. Share placement cash receivable<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Share placement cash receivable - 100,000 - 100,000<br />
- 100,000 - 100,000<br />
On 25 June 2008, Linc Energy Ltd announced to the market via the Australian Securities Exchange that it had raised<br />
A$100,000,000 by way of a placement of fully paid ordinary shares. Cash was received in settlement of this share<br />
placement in two stages, on the first and fourth of July 2008 in the amounts of $50,097,000 and $46,584,000 respectively<br />
and net of associated transaction costs amounting to $3,114,000. Shares numbering 27,027,027 were issued on the second<br />
of July 2008.<br />
7. Trade and other receivables<br />
Current<br />
Trade Receivables 86 75 47 -<br />
Other Receivables (b) 124 716 65 713<br />
Prepayments 375 226 114 88<br />
Deposits (a) 10 42 8 42<br />
Related Party Receivables - - 90 111<br />
595 1,059 324 954<br />
Non-current<br />
Deposits (c) 65 58 65 58<br />
65 58 65 58<br />
None of the trade and other receivables are impaired or past due but not impaired. Due to the short-term nature of current<br />
receivables, their carrying amount is assumed to approximate their fair value. The fair values of non-current receivables are<br />
consistent with their carrying amounts. The Group and the Parent Entity’s exposure to risk is discussed in note 21.<br />
(a) Current deposits relate to normal trade deposits.<br />
(b) Current other receivables are amounts generally arising from Business Activity Statement refunds and accrued interest<br />
on deposits.<br />
(c) Non-current deposits relate to security held in relation to mining tenements. These deposits are returned on<br />
relinquishment of a tenement subject to satisfactory compliance with environmental and other regulatory requirements.<br />
8. Inventories<br />
Raw materials and stores – at cost 241 130 - -<br />
241 130 - -<br />
92 93
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
9. Current assets – Non-current assets held for sale<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Intangible assets<br />
Exploration and evaluation – at cost 9,774 - 9,774 -<br />
9,774 - 9,774 -<br />
A number of the Group’s coal exploration tenements in Queensland have been identified as non-core and are currently<br />
being actively marketed for sale. A sale of at least one tenement is planned to occur by 31 December <strong>2009</strong>.<br />
10. Intangibles<br />
Internally Generated<br />
Coal to liquids technology development 49,766 39,762 49,949 39,945<br />
Other<br />
Exploration and evaluation costs 103,583 335 4,649 335<br />
Goodwill 1,292 1,292 - -<br />
154,641 41,389 54,598 40,280<br />
Movements:<br />
Internally Generated<br />
Coal to liquids technology development - cost<br />
Balance at the start of the period 39,762 5,439 39,945 5,439<br />
Additions 25,157 34,323 25,156 34,506<br />
Balance at the end of the period 64,919 39,762 65,101 39,945<br />
Coal to liquids technology development -<br />
accumulated amortisation<br />
Balance at the start of the period - - - -<br />
Amortisation for the year (15,153) - (15,153) -<br />
Balance at the end of the period (15,153) - (15,153) -<br />
Net book amount 49,766 39,762 49,948 39,945<br />
Other<br />
Exploration and evaluation costs<br />
Balance at the start of the period 335 - 335 -<br />
Additions 14,088 335 14,088 335<br />
Reclassified as held for sale - refer note 9 (9,774) - (9,774) -<br />
Acquisition of subsidiary – SAPEX Limited tenements (a) 98,934 - - -<br />
Balance at the end of the period (b) 103,583 335 4,649 335<br />
(a) The exploration and evaluation costs acquired from the acquisition of SAPEX Limited included a $94,898,000 fair value<br />
adjustment on consolidation. Refer note 25 for further details.<br />
(b) The recoverability of the carrying amount of the exploration and evaluation results is dependent on the successful<br />
development and commercial exploitation or sale of the respective areas of interest.<br />
10. Intangibles Continued<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Goodwill<br />
Balance at the start of the period 1,292 - - -<br />
Acquisition of subsidiary - 1,292 - -<br />
Balance at the end of the period 1,292 1,292 - -<br />
Total<br />
Balance at the start of the period 41,389 5,439 40,280 5,439<br />
Additions 39,245 34,658 39,245 34,841<br />
Reclassified as held for sale (9,774) - (9,774) -<br />
Amortisation of coal to liquids development costs (15,153) - (15,153) -<br />
Acquisition of subsidiary – SAPEX Limited tenements 98,934 - - -<br />
Acquisition of subsidiary - 1,292 - -<br />
Balance at the end of the period 154,641 41,389 54,598 40,280<br />
Impairment tests for goodwill<br />
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to business segment and country of operation.<br />
Australia Asia Total<br />
<strong>2009</strong><br />
Coal to liquids development - 1,292 1,292<br />
- 1,292 1,292<br />
2008<br />
Coal to liquids development - 1,292 1,292<br />
Recoverable amount of goodwill with an indefinite life<br />
The recoverable amount of goodwill is determined based on fair value less costs to sell. Fair value is determined as the<br />
amount for which the underlying asset (equity securities of JSPC Yerostigaz) could be exchanged between willing parties<br />
in an arm’s length transaction. There is no observable fair value for the Parent Entity’s investment in Yerostigaz, however the<br />
acquisition took place during the 2008 financial year and therefore continues to provide a reasonable indicator of fair value.<br />
In addition, UCG technology and know-how has become increasingly sought after by governments and corporations around<br />
the world during the past financial year with trial UCG projects being undertaken or planned in South Africa, Australia, the<br />
USA, UK, Vietnam, China, India, Canada, Poland and Hungary. As UCG becomes more accepted as an economically and<br />
environmentally viable production process for energy and petroleum products, the value of companies and their personnel<br />
with UCG technology and experience is increasing. The fair value of Yerostigaz is supported by the observable increase in<br />
market capitalisation of UCG focussed companies on the Australian Stock Exchange over the past financial year.<br />
The investment in Yerostigaz represents a controlling stake in the only commercially operating UCG business in the<br />
world. The controlling stake provides access to a pool of UCG technical specialists and to over 40 years of accumulated<br />
knowledge and UCG intellectual property of Yerostigaz. It also restricts competitors of the Group from accessing the<br />
technology, providing the Group with both a valuable competitive advantage and a valuable product in itself in terms of the<br />
ability to generate revenue through consulting and other commercial avenues (such as the Red River Delta joint venture<br />
project in Vietnam) which further supports a fair value in excess of the carrying value of the goodwill.<br />
The Directors’ believe that the fair value of Yerostigaz exceeds the carrying value of goodwill and the Parent Entity’s<br />
investment in Yerostigaz.<br />
94 95
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
11. Available-for-sale financial assets<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Listed securities<br />
Equity securities - 16,065 - 16,065<br />
- 16,065 - 16,065<br />
The carrying amount of listed securities is equal to their fair value. The fair value of listed securities has been calculated<br />
using prices quoted on the Australian Securities Exchange at balance date. None of the available-for-sale financial assets<br />
are either past due or impaired.<br />
The equity securities on hand at 30 June 2008 related to the Parent Entity’s initial 17.6% investment in SAPEX Limited<br />
(“SAPEX”). The Parent Entity obtained full control of SAPEX on 15 October 2008 as part of an off-market scheme<br />
of arrangement. The balance was transferred to other assets in the Parent Entity as part of the acquisition accounting<br />
once full control was obtained.<br />
12. Property, plant and equipment<br />
Land and buildings<br />
At cost 3,490 2,885 3,490 2,885<br />
Accumulated depreciation (30) (18) (30) (18)<br />
Net book amount 3,460 2,867 3,460 2,867<br />
Motor vehicles<br />
At cost 1,405 785 1,405 785<br />
Accumulated depreciation (288) (91) (288) (91)<br />
Net book amount 1,117 694 1,117 694<br />
Office equipment and furniture<br />
At cost 1,100 508 1,046 508<br />
Accumulated depreciation (362) (151) (348) (151)<br />
Net book amount 738 357 698 357<br />
Plant and equipment<br />
At cost 3,861 3,189 2,709 2,323<br />
Accumulated depreciation (1,283) (909) (689) (363)<br />
Net book amount 2,578 2,280 2,020 1,960<br />
Total property, plant and equipment 7,893 6,198 7,295 5,878<br />
Movements<br />
Consolidated<br />
Land and<br />
buildings<br />
Motor<br />
vehicles<br />
Office<br />
equipment<br />
and furniture<br />
Plant and<br />
equipment Total<br />
$’000 $’000 $’000 $’000 $’000<br />
Year ended 30 June 2008<br />
Opening net book amount 2,526 160 128 1,716 4,530<br />
Acquisition of subsidiary - - - 312 312<br />
Additions 352 663 309 527 1,851<br />
Disposals - (66) - - (66)<br />
Depreciation charge (11) (63) (80) (275) (429)<br />
Closing net book amount 2,867 694 357 2,280 6,198<br />
Year ended 30 June <strong>2009</strong><br />
Opening net book amount 2,867 694 357 2,280 6,198<br />
Acquisition of subsidiary - - 46 - 46<br />
Additions 606 640 717 678 2,641<br />
Disposals - (4) (120) (2) (126)<br />
Depreciation charge (13) (213) (262) (378) (866)<br />
Closing net book amount 3,460 1,117 738 2,578 7,893<br />
Parent Entity<br />
Land and<br />
buildings<br />
Motor<br />
vehicles<br />
Office<br />
equipment<br />
and furniture<br />
Plant and<br />
equipment Total<br />
$’000 $’000 $’000 $’000 $’000<br />
Year ended 30 June 2008<br />
Opening net book amount 2,526 160 128 1,716 4,530<br />
Additions 352 663 305 519 1,839<br />
Disposals - (66) - - (66)<br />
Depreciation charge (11) (63) (76) (275) (425)<br />
Closing net book amount 2,867 694 357 1,960 5,878<br />
Year ended 30 June <strong>2009</strong><br />
Opening net book amount 2,867 694 357 1,960 5,878<br />
Additions 606 640 717 390 2,353<br />
Disposals - (4) (120) (2) (126)<br />
Depreciation charge (13) (213) (256) (328) (810)<br />
Closing net book amount 3,460 1,117 698 2,020 7,295<br />
Refer to note 15 for information on non current assets pledged as security by the Group. Assets held under finance leases<br />
have a net book value of $1,823,000 (2008: $1,588,000).<br />
96 97
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
12. Property, plant and equipment Continued<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Leased assets<br />
Plant and equipment and motor vehicles include the following amounts where the Group is a lessee under a finance lease:<br />
Plant and equipment<br />
At cost 1,248 1,248 1,248 1,248<br />
Accumulated depreciation (464) (279) (464) (279)<br />
Net book amount 784 969 784 969<br />
Motor vehicles<br />
At cost 1,293 675 1,293 675<br />
Accumulated depreciation (253) (56) (253) (56)<br />
Net book amount 1,040 619 1,040 619<br />
13. Other assets<br />
Shares in subsidiaries (a) - - 104,540 1,518<br />
Less accumulated impairment - - (572) (69)<br />
- - 103,968 1,449<br />
Prepaid borrowing costs (facility fees) (b) 850 - 850 -<br />
Total other financial assets 850 - 104,818 1,449<br />
(a) These assets are carried at cost and represent shares in subsidiaries as set out in note 26. In the current financial<br />
year the parent recorded an impairment loss of $573,000 (2008: $69,000) in relation to its investment in Linc Carbon<br />
Solutions Pty Ltd. This loss recognises the current research phase of the business of Linc Carbon Solutions Pty Ltd.<br />
The parent entity also increased its investment in JSPC Yerostigaz at a cost of $368,000.<br />
(b) Prepaid borrowing costs represent the 4% facility establishment and 1% underwriting fees paid to establish the<br />
Company’s $36,000,000 convertible note facility with BBY Limited. The fees were paid in cash from the proceeds of<br />
the first group of notes drawn down in December 2008. As each note is drawn down, a portion of the prepaid fees is<br />
transferred to the convertible note liability and amortised over the term of the note using the effective interest method.<br />
14. Trade and other payables<br />
Current<br />
Trade payables 2,951 15,857 2,927 15,859<br />
Accrued employee related costs 716 518 675 491<br />
Accrued taxes 50 118 223 118<br />
Other payables 117 240 - 80<br />
Revenue in advance 91 154 - -<br />
Related party payables - - 2,805 5<br />
3,925 16,887 6,630 16,553<br />
Non-current<br />
Accrued employee related costs 184 - 184 -<br />
Other payables 114 187 - -<br />
298 187 184 -<br />
15. Borrowings<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Current<br />
Secured<br />
Lease liabilities 473 341 473 341<br />
Non-current<br />
Secured<br />
Bank loan 1,800 1,800 1,800 1,800<br />
Lease liabilities 1,540 1,471 1,540 1,471<br />
3,340 3,271 3,340 3,271<br />
Non-current<br />
Unsecured<br />
Convertible notes (measured at amortised cost) 13,091 - 13,091 -<br />
Total non-current borrowings 16,431 3,271 16,431 3,271<br />
Total borrowings 16,904 3,612 16,904 3,612<br />
The parent entity has pledged freehold property with a carrying value of $2,150,000 (2008: $2,150,000) and a cash set-off<br />
agreement with a value of $1,548,000 (2008: $1,752,000) against the loan facility. The fair values of current and noncurrent<br />
borrowings are the same as their carrying amounts. Lease liabilities are finance leases for the purchase of plant,<br />
equipment and motor vehicles. The Group and the Parent Entity’s exposure to risk are discussed in note 21.<br />
Terms and conditions<br />
Terms and conditions of outstanding liabilities were as follows:<br />
Currency<br />
Interest<br />
rate at 30<br />
June<br />
Year of<br />
maturity<br />
Face<br />
value<br />
Consolidated and Parent Entity<br />
Carrying<br />
amount<br />
Face<br />
value<br />
Carrying<br />
amount<br />
In thousands of dollars <strong>2009</strong> <strong>2009</strong> 2008 2008<br />
Convertible notes AUD 10% 2012 13,000 13,091 - -<br />
Secured finance lease liabilities AUD 9.25% 2010-2012 2,343 2,013 2,334 1,812<br />
Secured bank loan AUD 4.91% 2012 1,800 1,800 1,800 1,800<br />
Total interest bearing liabilities 17,143 16,904 4,134 3,612<br />
98 99
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
15. Borrowings Continued<br />
Financing arrangements<br />
The Group and the Parent Entity had access to the following undrawn finance facilities at the reporting date:<br />
Facility limit Expiry date Undrawn amounts<br />
<strong>2009</strong> 2008<br />
Secured $’000 $’000 $’000<br />
Bank overdraft facility (floating rate) 500 31 Dec 09 500 -<br />
Letter of credit / bank guarantee facility 1,160 Annual review<br />
No expiry<br />
- 208<br />
Convertible notes 36,000 date for facility 14,000 -<br />
37,660 14,500 208<br />
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.<br />
The letter of credit / bank guarantee facility may be drawn at any time and is subject to annual review.<br />
Convertible notes<br />
In December 2008, the Group entered into a fully underwritten Convertible Note Facility (“Facility”). A total commitment<br />
of $36,000,000 is available to be raised under the Facility. The Group may issue Convertible Notes with a face value of<br />
$1,000,000 in tranches of up to $3,000,000 per month until the total commitment is drawn. Each tranche is underwritten<br />
by BBY Limited (BBY) unless agreed otherwise. The Notes bear interest at the rate of 10% per annum and have a term of<br />
3 years from the date of issue unless earlier converted or redeemed by mutual agreement. The notes convert to ordinary<br />
shares at 80% of the market price on the date on which the note holder chooses to convert or at maturity. As the notes are<br />
convertible into shares at any time at an 80% discount to the market price, the fair value of the notes has been determined<br />
to be $1,250,000 per note.<br />
22 notes were drawn down during the year and nine notes were converted to shares by the holder. At 30 June <strong>2009</strong>,<br />
14 notes remain available for draw-down and 13 notes remain outstanding but unconverted.<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Convertible notes<br />
Proceeds from the issue of convertible notes 22,000 - 22,000 -<br />
Transaction costs (a) (1,199) - (1,199) -<br />
Net proceeds 20,801 - 20,801 -<br />
Notes converted (b) (8,146) - (8,146) -<br />
Accreted interest (using the effective interest method) 436 - 436 -<br />
Carrying amount at amortised cost - 30 June 13,091 - 13,091 -<br />
(a) Transaction costs include the discount on drawdown of the notes offset by the placement and facility underwriting fees<br />
charged by BBY Limited. The facility establishment fee of 4% and an underwriting fee of 1%, totalling $1,800,000, was<br />
paid up-front in cash and recorded on the balance sheet as an intangible financial asset. As each note is drawn down,<br />
a proportion of the fee is transferred and offset against the note liability. The fees are then amortised using the effective<br />
interest method over the term of the note or until the note is converted or redeemed. Upon conversion or redemption,<br />
the outstanding balance of the note liability is transferred to equity or paid in cash.<br />
(b) Upon conversion, each note holder is also entitled to an Option Fee of one Linc Energy share option for every three<br />
shares obtained on conversion. The exercise price of the options is set at the conversion price of the notes (being an<br />
80% discount to the market price on the date of conversion). The fair value of this option fee is calculated using a Black-<br />
Scholes option pricing model and recognised on draw-down of each note in the Convertible Note Reserve in equity. The<br />
assumptions used in the model are consistent with those used to value the employee share options as set out in note 27.<br />
Finance lease liabilities<br />
Finance lease liabilities of the Group are payable as follows:<br />
Future<br />
minimum<br />
lease<br />
payments Interest<br />
Consolidated and Parent Entity<br />
Present<br />
value of<br />
minimum<br />
lease<br />
payments<br />
Future<br />
minimum<br />
lease<br />
payments Interest<br />
Present<br />
value of<br />
minimum<br />
lease<br />
payments<br />
<strong>2009</strong> <strong>2009</strong> <strong>2009</strong> 2008 2008 2008<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
Less than one year 640 167 473 519 162 357<br />
One to two years 848 120 728 520 129 391<br />
Two to three years 722 39 683 745 94 651<br />
Greater than three years 133 5 128 550 35 515<br />
2,343 331 2,012 2,334 420 1,914<br />
Equity line of credit facility<br />
The Group also has access to a $20,000,000 equity line of credit facility with US based YA Global Investments, L.P.<br />
(formally Cornell Capital Partners L.P.). Under the terms of the facility, the Company may, at its discretion, issue shares<br />
to YA Global Investments at any time up to 22 October 2013, up to a total of AUD$20,000,000. The maximum advance<br />
is AUD$1,250,000 in any 20 day period, except for the first advance which must not exceed AUD$500,000. The Group<br />
has not yet drawn down on this facility as at 30 June <strong>2009</strong> (30 June 2008: $Nil).<br />
16. Provisions<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Current<br />
Onerous lease – property 162 - 162 -<br />
Site rehabilitation – drilling activities 1,554 - 1,554 -<br />
1,716 - 1,716 -<br />
Non-current<br />
Decommissioning and site restoration – pilot plant 1,266 635 1,266 635<br />
Long service leave 54 - 54 -<br />
1,320 635 1,320 635<br />
100 101
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
16. Provisions Continued<br />
Onerous lease<br />
The onerous lease provision relates to the lease of the Group’s former office premises and expires in April 2010. The Group<br />
is currently negotiating with the landlord in order to minimise the Group’s ongoing obligations with respect to this lease.<br />
Site restoration<br />
The current site rehabilitation provision allows for rehabilitation work at the Group’s exploration drilling sites in the Bowen<br />
and Galilee basins during the year. This work is expected to be completed within twelve months.<br />
The non current site restoration provision allows for the decommissioning and restoration of the Group’s coal to liquids<br />
technology development facility at Chinchilla on cessation of all activity at the site.<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Movements:<br />
Onerous lease<br />
Carrying amount at the start of the period - - - -<br />
Provisions recognised during the period 162 - 162 -<br />
Carrying amount at the end of the period 162 - 162 -<br />
Site rehabilitation – drilling activities<br />
Carrying amount at the start of the period - - - -<br />
Provisions recognised during the period 1,554 - 1,554 -<br />
Carrying amount at the end of the period 1,554 - 1,554 -<br />
Decommissioning and site restoration – non current<br />
Carrying amount at the start of the period 635 891 635 891<br />
Provisions recognised during the period 631 - 631 -<br />
Provisions no longer required - (256) - (256)<br />
Carrying amount at the end of the period 1,266 635 1,266 635<br />
Long Service Leave<br />
Carrying amount at the start of the period - - - -<br />
Provisions recognised during the period 54 - 54 -<br />
Carrying amount at the end of the period 54 - 54 -<br />
17. Contributed equity<br />
Consolidated and<br />
Parent Entity<br />
Consolidated and<br />
Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Number Number $’000 $’000<br />
Share capital<br />
Ordinary shares – fully paid 417,823,415 369,542,802 198,628 68,581<br />
Shares committed not issued - 27,027,027 - 97,720<br />
417,823,415 396,569,829 198,628 166,301<br />
Movements:<br />
Ordinary shares<br />
Opening Balance 369,542,802 321,260,383 68,581 34,080<br />
Placement of ordinary shares (a) 32,889,096 44,731,000 117,000 33,920<br />
Transaction costs arising on placement of ordinary shares - - (6,434) (1,149)<br />
Transaction costs arising on placement of ordinary shares<br />
(prior year shares committed not issued) - - (3,000) -<br />
Deferred tax credit recognised directly in equity - - 1,512 275<br />
Deferred tax credit recognised directly in equity<br />
(prior year shares committed not issued) - - 720 -<br />
Shares issued on exercise of options (b) 7,262,212 2,232,001 5,842 568<br />
Shares issued as compensation for drilling activities (a) 70,626 92,291 153 59<br />
Shares issued as compensation for equity raising services 268,968 - 780 -<br />
Shares issued as compensation for provision<br />
of equity facilities (a) 308,215 65,920 576 50<br />
Shares issued on acquisition of subsidiary – refer note 25 (a) 1,253,770 1,161,207 4,752 778<br />
Shares issued on conversion of convertible notes (c) 6,227,726 - 8,146 -<br />
Closing Balance 417,823,415 369,542,802 198,628 68,581<br />
Shares committed not issued<br />
Opening Balance 27,027,027 - 97,720 -<br />
Placement of ordinary shares (27,027,027) 27,027,027 (100,000) 100,000<br />
Transaction costs arising on placement of ordinary shares - - 3,000 (3,000)<br />
Deferred tax credit recognised directly in equity - - (720) 720<br />
Closing Balance - 27,027,027 - 97,720<br />
(a) Ordinary shares entitle the holder to participate in dividends and then proceeds on winding up of the Company in<br />
proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares<br />
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.<br />
The Parent Entity does not have authorised capital and ordinary shares have no par value.<br />
(b) Information relating to the Linc Energy Ltd Employee Option Plan, including details of options issued, exercised<br />
and lapsed during the financial year and options outstanding at the end of the financial year, is set out in note 27.<br />
(c) The Group has also issued convertible notes during the year. Refer to note 15 for details of notes issued and converted<br />
during the year and the outstanding balance at the end of the year.<br />
102 103
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
17. Contributed equity Continued<br />
Capital risk management<br />
The Group’s and the Parent Entity’s objectives when managing capital are to ensure their ability to continue as a going<br />
concern and to maintain an optimal capital structure and cost of capital appropriate to the stage of development of the<br />
Group’s business. The Group is predominantly equity-funded but is currently seeking to dispose of non-core assets to<br />
provide for its future funding requirements. Refer to note 9 for the details of assets held for sale at the balance sheet date.<br />
There was no change to the Group’s approach to capital management during the year.<br />
There are no externally imposed capital requirements on Linc Energy Ltd, however the Company’s subsidiary, JSPC<br />
Yerostigaz is subject to a government mandated recapitalisation program for foreign controlled companies each year.<br />
Linc Energy fully participates in these recapitalisations to ensure it maintains or increases its ownership interest<br />
in the company. The cost of the recapitalisation in <strong>2009</strong> was $368,000 (2008: Not applicable).<br />
Shares issued on exercise of options<br />
7,262,212 shares were issued during the year as a result of the exercise of options (2008: 2,232,001). The total cash<br />
received by the Group from the exercise of options was $4,072,000 (2008: $568,000). Since the end of the financial year,<br />
a further 550,583 shares have been issued as a result of the exercise of options. The total cash received was $367,168.<br />
Shares issued as compensation for drilling activities<br />
The Group negotiates access to landholders’ property in accordance with government guidelines on the payment<br />
of compensation to land owners for disturbance. Land owners can choose to receive compensation as either $1,000<br />
cash or Linc Energy shares to the value of $2,000. The number of shares issued is based on the market price on<br />
the date of completion of drilling.<br />
Shares issued as compensation for equity facility<br />
The Group’s convertible note facility contains equity settled share-based payments in the form of placement fees payable<br />
on draw-down. The placement fee amounts to two percent of the face value of each note drawn down payable in shares<br />
calculated at 80% of the closing price of Linc’s shares on the date of issue of the relevant notes. 281,165 (2008: Nil) shares<br />
were issued under this arrangement during the year.<br />
The Company also issued 27,050 (2008: 65,920) shares as compensation for the extension of the Group’s equity line<br />
of credit facility with YA Global Investments, LP with a fair value of $75,000 (2008: $50,000).<br />
Share buy-back<br />
There is no current on-market buy-back.<br />
Franking credits<br />
The Parent Entity does not currently have any franking credits available.<br />
18. Reserves<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Share-based payments 17,477 4,001 17,477 4,001<br />
Convertible note reserve 5,274 - 5,274 -<br />
Available-for-sale investments - 1,200 - 1,200<br />
Other reserves (81) - - -<br />
Foreign currency translation 14 (47) - -<br />
22,684 5,154 22,751 5,201<br />
Movements:<br />
Share-based payments<br />
Balance at start of the period 4,001 554 4,001 554<br />
Option expense 15,246 3,447 15,246 3,447<br />
Options exercised (1,770) - (1,770) -<br />
Balance at the end of the period 17,477 4,001 17,477 4,001<br />
Convertible note reserve<br />
Balance at start of the period - - - -<br />
Option and placement fees 5,274 - 5,274 -<br />
Balance at the end of the period 5,274 - 5,274 -<br />
Available-for-sale investments<br />
Balance at start of the period 1,200 - 1,200 -<br />
Revaluation - 1,714 - 1,714<br />
Transfer of prior period revaluation on derecognition<br />
of available-for-sale asset (1,714) - (1,714) -<br />
Deferred tax 514 (514) 514 (514)<br />
Balance at the end of the period - 1,200 - 1,200<br />
Other reserves<br />
Balance at start of the period - - - -<br />
Transactions with other shareholders (81) - - -<br />
Balance at the end of the period (81) - - -<br />
Foreign currency translation<br />
Balance at start of the period (47) - - -<br />
Currency translation differences arising during the year 61 (47) - -<br />
Balance at the end of the period 14 (47) - -<br />
104 105
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
18. Reserves Continued<br />
Nature and purpose of reserves<br />
Share-based payments<br />
The share-based payment reserve is used to recognise the fair value of options issued to employees but not exercised.<br />
Convertible note reserve<br />
The convertible note reserve is used to recognise the fair value of options to be issued on conversion of the convertible<br />
notes. These options are deemed to be granted on the date the notes are initially drawn down. See note 15 for more<br />
information on the terms and conditions of the convertible notes. The convertible note reserve is also used to record<br />
the two percent placement fee payable in shares on draw-down of each note. This amount is transferred to contributed<br />
equity when the shares are issued.<br />
Available-for-sale investments<br />
Changes in the fair value and exchange differences arising on translation of investments, such as equities, classified<br />
as available-for-sale financial assets, are taken to the available-for-sale investments revaluation reserve, as described<br />
in note 1(i). Amounts are recognised in profit and loss when the associated assets are sold or impaired.<br />
Other reserves<br />
The other reserve represents amounts recognised directly in equity in respect of transactions with other shareholders<br />
in Group companies. During the year, the Parent Entity increased its interest in subsidiary JSPC Yerostigaz from 60%<br />
to 73% through the purchase of new shares with a total cost of $368,000 as part of the annual government mandated<br />
recapitalisation program for foreign controlled companies in Uzbekistan. The movement in the other reserve balance<br />
represents the relative transfer of value to the minority interest as a result of the transaction.<br />
Foreign currency translation<br />
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation<br />
reserve, as described in note 1(q). The reserve is recognised in profit and loss when the net investment is disposed of.<br />
19. Accumulated losses<br />
Movements in accumulated losses were as follows:<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Balance at start of the period (24,550) (20,306) (24,319) (20,306)<br />
Absorb unfunded minority interest accumulated losses (23) - - -<br />
Transactions recognised directly in equity (8) - - -<br />
Net loss for the period (42,176) (4,244) (42,368) (4,013)<br />
Balance at the end of the period (66,757) (24,550) (66,687) (24,319)<br />
20. Commitments<br />
Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Intangibles / Property, plant and equipment / Investments $’000 $’000 $’000 $’000<br />
Payable:<br />
Within one year 1,518 2,098 1,518 3,048<br />
Later than one year but not later than five years - - - -<br />
Later than five years - - - -<br />
1,518 2,098 1,518 3,048<br />
Capital commitments relate to projects for exploration and evaluation or coal to liquids technology development. The Group<br />
has certain obligations to conduct exploration activities in its coal and petroleum tenements. These obligations do not result in<br />
contractual commitments but expenditure contracted at the reporting date to meet these commitments is included above.<br />
Operating lease commitments as lessee<br />
Lease commitments contracted but not recognised as liabilities are for non-cancellable operating leases of office premises<br />
and mining tenements. All finance leases have been recognised in both Current and Non Current Liabilities. Refer to note<br />
15 for further details.<br />
Commitments in relation to operating leases contracted for at the reporting date but not recognised as liabilities, payable:<br />
Within one year 769 435 769 435<br />
Later than one year but not later than five years 2,766 142 2,766 142<br />
Later than five years 178 - 178 -<br />
3,713 577 3,713 577<br />
The Group leases a number of office premises under operating leases. Leases typically run for between two and six years<br />
with an option to renew for a similar term. The leases generally provide for additional rental payments that are based on<br />
CPI or market reviews with minimum escalation rates. In June <strong>2009</strong> the Group vacated one of the leased premises and has<br />
recognised an onerous lease provision of $162,000 for the remaining rental term until April 2010. It is not yet known if these<br />
premises will be sublet.<br />
Remuneration commitments<br />
Commitments for the payment of salaries and other remuneration under long-term employment contracts in existence at<br />
the reporting date but not recognised as liabilities, payable:<br />
Within one year 899 229 899 229<br />
Later than one year and not later than five years 903 - 903 -<br />
Later than five years - - - -<br />
1,802 229 1,802 229<br />
Amounts disclosed as remuneration commitments include commitments arising from the service contracts of key<br />
management personnel that are not recognised as liabilities and are not included in the key management personnel<br />
compensation as set out in the Remuneration Report included on pages 45 to 55 of the Director’s Report.<br />
106 107
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
21. Financial instruments<br />
Overview<br />
Overall responsibility for financial risk management rests with the Audit and Risk Management Committee of the Board of<br />
Directors. This committee has responsibility for ensuring the effectiveness of the organisation’s financial risk management<br />
system, including the approval of associated policies. The Finance group is responsible for the development of policy and<br />
the implementation of practices and processes for the management of financial risk.<br />
Financial Guarantees<br />
The parent entity has provided financial guarantees in respect of mineral development licences of $635,000 (2008 -<br />
$635,000), the leasing of premises for $350,000 (2007 - $157,000) and leasing of plant and equipment and motor vehicles<br />
for $175,000 (2008: $Nil). Refer to note 15 for further details of available finance facilities.<br />
Credit risk<br />
Credit risk arises mainly from cash and cash equivalents and deposits with banks and financial institutions. This risk is<br />
managed by depositing funds with credible and independently rated institutions. Minimal exposures exist in relation to<br />
receivables, cash and cash equivalents.<br />
Market risk<br />
Foreign exchange risk<br />
Foreign exchange risk is associated with international procurement and operational activities. This risk arises when<br />
future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s<br />
functional currency. The establishment and settlement of foreign exchange transactions require senior and financial<br />
management approval to ensure exposures to currency fluctuations are minimised. The Group’s current exposure to<br />
foreign exchange risk is not considered to be significant. The net foreign exchange loss recognised in profit and loss in<br />
<strong>2009</strong> was $154,000 (2008: Gain of $79,000). A sensitivity analysis with respect to foreign exchange risk has not been<br />
included as it is not considered to be material.<br />
Interest rate risk<br />
Interest rate risk occurs with respect to cash and deposits and borrowings to the extent they are subject to movements in<br />
floating interest rates. Interest rates for these financial instruments are generally fixed for set periods in order to maximise<br />
returns and minimise exposure.<br />
Price risk<br />
The Group is no longer exposed to material listed equity security price risk as equity securities held at 30 June 2008<br />
as available-for-sale investments have been transferred to other assets following the 100% acquisition and de-listing<br />
of SAPEX Limited.<br />
Liquidity risk<br />
Liquidity risk exists with respect to the ability of the organisation to meet supplier and other payment obligations on an<br />
ongoing basis. Routine treasury management including regular monitoring of cash and expenditure levels is undertaken<br />
to minimise funding issues.<br />
The Group has in place a bank overdraft facility of $500,000 (2008: $Nil). This facility currently has an available balance<br />
of $500,000.<br />
The Group also has in place a convertible note facility with BBY Limited and an equity line of credit facility with US-based<br />
Investment Fund, YA Global Investments, LP (formerly Cornell Capital Partners, LP) to provide access to funds if required.<br />
Refer to note 15 for further details of available finance facilities.<br />
Fair Value<br />
The fair value of financial assets and liabilities approximate their carrying values.<br />
At 30 June <strong>2009</strong>, a change of 100 basis points in interest rates would have increased (decreased) equity and profit and<br />
loss by the amounts shown below, assuming all other variables remain constant:<br />
Profit or loss and equity<br />
100bp 100bp<br />
All amounts in thousands Increase Decrease<br />
<strong>2009</strong><br />
Financial assets 48 (48)<br />
Financial liabilities (169) 169<br />
Net cash flow sensitivity (121) 121<br />
2008<br />
Financial assets (33) 33<br />
Financial liabilities 36 (36)<br />
Net cash flow sensitivity 3 (3)<br />
Interest rate risk exposure<br />
The following table sets out the Group’s exposure to interest rate risk and the effective weighted average interest rates<br />
during the reporting period.<br />
Consolidated<br />
Weighted<br />
average<br />
effective<br />
interest rate<br />
Floating<br />
interest<br />
rate<br />
Fixed<br />
interest<br />
rate<br />
Non<br />
interest<br />
bearing Total<br />
percent $’000 $’000 $’000 $’000<br />
<strong>2009</strong><br />
Financial Assets<br />
Cash and cash equivalents 2.92% 4,349 482 11 4,842<br />
Trade and other receivables - - - 660 660<br />
2.92% 4,349 482 671 5,502<br />
Financial Liabilities<br />
Trade and other payables - - - 4,223 4,223<br />
Lease liabilities 9.25% - 2,013 - 2,013<br />
Bank loan 6.54% 1,800 - - 1,800<br />
Convertible notes 10.00% - 13,091 - 13,091<br />
9.39% 1,800 15,104 4,223 21,127<br />
2008<br />
Financial Assets<br />
Cash and cash equivalents 7.18% 66 3,250 5 3,321<br />
Share placement cash receivable - - - 100,000 100,000<br />
Trade and other receivables - - - 1,117 1,117<br />
7.18% 66 3,250 101,122 104,438<br />
Financial Liabilities<br />
Trade and other payables - - - 17,074 17,074<br />
Lease liabilities 9.56% - 1,812 - 1,812<br />
Bank loan 9.45% 1,800 - - 1,800<br />
9.50% 1,800 1,812 17,074 20,686<br />
108 109
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
21. Financial instruments Continued<br />
Parent<br />
Weighted<br />
average<br />
effective<br />
interest rate<br />
Floating<br />
interest<br />
rate<br />
Fixed<br />
interest<br />
rate<br />
Non<br />
interest<br />
bearing Total<br />
percent $’000 $’000 $’000 $’000<br />
<strong>2009</strong><br />
Financial Assets<br />
Cash and cash equivalents 2.90% 4,307 265 - 4,572<br />
Trade and other receivables - - - 389 389<br />
2.90% 4,307 265 389 4,961<br />
Financial Liabilities<br />
Trade and other payables - - - 6,814 6,814<br />
Lease liabilities 9.25% - 2,013 - 2,013<br />
Bank loan 6.54% 1,800 - - 1,800<br />
Convertible notes 10.00% - 13,091 - 13,091<br />
9.39% 1,800 15,104 6,814 23,718<br />
2008<br />
Financial Assets<br />
Cash and cash equivalents 7.18% 48 3,250 1 3,299<br />
Share placement cash receivable - - - 100,000 100,000<br />
Trade and other receivables - - - 1,012 1,012<br />
7.18% 48 3,250 101,013 104,311<br />
Financial Liabilities<br />
Trade and other payables - - - 16,553 16,553<br />
Lease liabilities 9.56% - 1,812 - 1,812<br />
Bank loan 9.45% 1,800 - - 1,800<br />
9.50% 1,800 1,812 16,553 20,165<br />
Maturities of financial liabilities<br />
The tables below analyse the contractual maturities of the Group and Parent Entity’s financial liabilities (including estimated<br />
interest payments) at the reporting date.<br />
Consolidated<br />
Carrying Contractual<br />
amount cash flows < 1 year<br />
1 to 2<br />
years<br />
2 to 3<br />
years > 3 years<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
<strong>2009</strong><br />
Trade and other payables 4,223 4,223 3,925 298 - -<br />
Lease liabilities 2,013 2,343 640 848 722 133<br />
Secured bank loan 1,800 2,070 90 90 1,890 -<br />
Convertible notes 13,091 16,900 1,300 1,300 14,300 -<br />
21,127 25,536 5,955 2,536 16,912 133<br />
2008<br />
Trade and other payables 17,074 17,074 16,887 187 - -<br />
Lease liabilities 1,812 2,334 519 520 745 550<br />
Secured bank loan 1,800 2,480 170 170 170 1,970<br />
20,686 21,888 17,763 690 915 2,520<br />
Parent<br />
Carrying Contractual<br />
amount cash flows < 1 year<br />
1 to 2<br />
years<br />
2 to 3<br />
years > 3 years<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
<strong>2009</strong><br />
Trade and other payables 6,814 6,814 6,630 184 - -<br />
Lease liabilities 2,013 2,343 640 848 722 133<br />
Secured bank loan 1,800 2,070 90 90 1,890 -<br />
Convertible notes 13,091 16,900 1,300 1,300 14,300 -<br />
23,718 28,127 8,660 2,422 16,912 133<br />
2008<br />
Trade and other payables 16,553 16,553 16,553 - - -<br />
Lease liabilities 1,812 2,334 519 520 745 550<br />
Secured bank loan 1,800 2,480 170 170 170 1,970<br />
20,165 21,367 17,242 690 915 2,520<br />
110 111
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
22. Segment reporting<br />
Business segments<br />
The Group’s operations are in the development and commercialisation of coal to liquids processes through the combined<br />
utilisation of Underground Coal Gasification (UCG) and Gas to Liquids (GTL) technologies. The results of the parent reflect<br />
the segment performance of the coal to liquids business in Australia.<br />
Geographical segments<br />
The operations of the Group are located in two principal locations, Australia and Asia. In Asia, the operations of the Group<br />
are based in Angren, Uzbekistan.<br />
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location<br />
of customers. Segment assets are based on the geographical location of the assets.<br />
Australia Asia<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$’000 $’000 $’000 $’000<br />
Revenues from external customers - - 2,034 129<br />
Segment assets 177,842 167,541 1,059 679<br />
Capital expenditure 36,402 26,157 154 -<br />
23. Earnings per share<br />
Consolidated<br />
<strong>2009</strong> 2008<br />
Cents Cents<br />
Basic earnings per share<br />
Loss attributable to the ordinary equity holders of the Company (10.36) (1.21)<br />
Diluted earnings per share<br />
Loss attributable to the ordinary equity holders of the Company (10.36) (1.21)<br />
Reconciliation of earnings used in calculating earnings per share $ $<br />
Basic earnings per share<br />
Loss from continuing operations (42,128,386) (4,323,269)<br />
Loss (Profit) from continuing operations attributable to minority interests (47,606) 78,794<br />
Loss from continuing operations attributable to the ordinary equity holders<br />
of the Group used in calculating basic earnings per share (42,175,992) (4,244,475)<br />
Diluted earnings per share<br />
Loss from continuing operations attributable to the ordinary equity holders of the<br />
Group used in calculating basic earnings per share and diluted earnings per share (42,175,992) (4,244,475)<br />
Number Number<br />
Weighted average number of shares used as the denominator<br />
Weighted average number of ordinary shares used as the denominator<br />
in calculating basic earnings per share (c)<br />
Adjustments for calculation of diluted earnings per share:<br />
407,146,388 352,126,102<br />
Weighted average number of shares under option (a) 34,740,250 27,958,876<br />
Non-dilutive weighted average number of shares under option (a) (34,740,250) (27,958,876)<br />
Shares committed not issued (b)<br />
Weighted average number of ordinary shares and potential ordinary shares used<br />
- 74,047<br />
as the denominator in calculating diluted earnings per share (c) 407,146,388 352,200,149<br />
Notes<br />
(a) Options. Options have not been included in the determination of basic earnings per share. Options are considered to be<br />
potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which<br />
they are dilutive. Options have a dilutive effect only when the average market price of ordinary shares during the period<br />
exceeds the exercise price of the options. The exercise price of options used for this calculation is the sum of the weighted<br />
average exercise price of options for the period and the fair value of goods and services to be provided to the Group in the<br />
future under the share option arrangements. Further details relating to the options are set out in note 27.<br />
(b) Shares committed not issued. Shares not yet issued relate to irrevocable agreements in place at 30 June 2008 in<br />
relation to an AU$100 million placement of ordinary shares as set out in note 6. As these shares were not issued until 2<br />
July 2008 they were not included in the calculation of basic earnings per share for 2008.<br />
(c) Impact of transactions subsequent to year end. Subsequent to the end of the financial year the Company issued<br />
47,256,581 ordinary shares resulting from a share placement (41,000,000), share purchase plan (5,505,998) and the<br />
exercise of employee and non-employee options (750,583). The Company also granted a further 2,270,000 options under<br />
the Employee Option Plan to new employees of the Group. These ordinary share transactions and potential ordinary share<br />
transactions would have significantly changed the number of ordinary shares and potential ordinary shares outstanding at<br />
the end of the financial year if those transactions had occurred before the end of the reporting period.<br />
112 113
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
24. Contingent assets and liabilities<br />
Contingent assets and liabilities<br />
As at balance date there are no legal claims pending against the Group and the Directors are not aware of any other<br />
contingent assets or liabilities. As at 30 June <strong>2009</strong>, the maximum amount quantifiable in relation to litigation and associated<br />
legal fees that had not already been provided or accrued for in the financial statements was $Nil (2007: $18,000).<br />
25. Business combinations<br />
Summary of acquisition<br />
On 15 October 2008, the parent entity completed its acquisition of 100% of the issued capital of SAPEX Limited (SAPEX) via a<br />
scheme of arrangement. SAPEX holds vast petroleum tenements in South Australia. The total consideration for the acquisition<br />
was $102,151,000 made up of the issue of 1,253,770 fully paid ordinary shares assigned a fair value of $4,752,000 and cash<br />
of $97,399,000 (including transaction costs of $2,100,000).<br />
In the period from 15 October 2008 to 30 June <strong>2009</strong>, SAPEX incurred losses of $24,000. If the acquisition had occurred<br />
on 1 July 2008, management estimates that contributed losses would have been $50,000 for the year ended 30 June <strong>2009</strong>.<br />
The fair value calculations of this business combination have been determined based on the carrying amounts of the assets<br />
and liabilities of SAPEX. The excess of the purchase consideration over the carrying amounts of the assets and liabilities<br />
of SAPEX is attributed to the fair value of the Group’s significant South Australian mining tenements (refer listing at the back<br />
of this report).<br />
The available-for-sale financial assets comprising SAPEX equity securities with a value of $16,065,000 recognised as at<br />
30 June 2008 have been eliminated on consolidation following the 100% acquisition of all the remaining issued capital<br />
of SAPEX on 15 October 2008.<br />
Carrying Fair value Fair<br />
amount adjustments value<br />
$’000 $’000 $’000<br />
Assets and liabilities acquired<br />
Cash 2,909 - 2,909<br />
Trade and other receivables 344 - 344<br />
Property, plant and equipment 46 - 46<br />
Intangible assets 4,036 94,898 98,934<br />
Trade and other payables (82) - (82)<br />
Net identifiable assets and liabilities 7,253 94,898 102,151<br />
Purchase consideration $’000<br />
Cash paid (including transaction costs of $2,100,000) 97,399<br />
Shares issued (1,253,770 fully paid ordinary shares<br />
in Linc Energy Ltd) 4,752<br />
Total consideration 102,151<br />
Consideration paid in cash 97,399<br />
Less cash balances acquired (2,909)<br />
Net cash outflow 94,490<br />
26. Subsidiaries<br />
Entity<br />
Balance<br />
date<br />
Country of<br />
incorporation<br />
Class of<br />
shares<br />
<strong>2009</strong><br />
%<br />
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:<br />
JSPC Yerostigaz 31 December 1 Uzbekistan Ordinary 72.94 60<br />
SAPEX Limited 30 June Australia Ordinary 100 17.6<br />
Linc Carbon Solutions Pty Ltd 30 June Australia Ordinary 60 60<br />
Linc Energy (USA),Inc 30 June USA Ordinary 100 -<br />
Linc Energy (Wyoming),Inc 30 June USA Ordinary 100 -<br />
1 JSPC Yerostigaz had a balance date of 31 December when acquired by Linc Energy Ltd.<br />
27. Share-based payments<br />
Employee option plan<br />
The establishment of the Linc Energy Ltd Employee Option Plan was approved by Shareholders at the 2005 Annual<br />
General Meeting. Options are granted at the discretion of the Board in accordance with the rules of the plan and all staff<br />
employed by the Company or its subsidiaries are eligible to participate in the plan.<br />
As determined by the Board, a minimum continuous period of employment (usually twelve months) with the Company or<br />
any of its subsidiaries must be served prior to the first exercise date, which falls on 31st December annually. The option<br />
exercise price is set at the discretion of the Board, but is generally the ten day volume weighted average price (VWAP) of<br />
Linc Energy Ltd shares traded on the ASX following commencement of employment with the Group. Subject to ongoing<br />
employment by the Company or any of its subsidiaries, options are exercisable over three consecutive years from the initial<br />
exercise date, with one-third of the total options awarded exercisable each year.<br />
Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one<br />
ordinary share.<br />
Fair value of options granted<br />
The assessed fair value at grant date of options granted during the year ended 30 June <strong>2009</strong> varied between $0.23 and $1.77<br />
per option (2008: $0.24 to $1.20). The fair value at grant date is independently determined using a Monte-Carlo option pricing<br />
model that takes into account the exercise price, the term of the option, the share price at grant date and expected price<br />
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.<br />
The model inputs for options granted during the year ended 30 June <strong>2009</strong> included:<br />
• Options are granted for no consideration, have a three year life, and 33% of each tranche is exercisable on 31<br />
December annually following the completion of a minimum continuous period of employment (usually twelve months);<br />
• Exercise prices range from $0.25 to $3.16;<br />
• Grant dates range from 01 July 2008 to 22 June <strong>2009</strong>;<br />
• Expiry date: 31 December 2011, 31 December 2012, 31 December 2013 and 31 December 2014;<br />
• Share price at grant dates range from $0.61 to $3.69;<br />
• Expected price volatility of Linc Energy’s shares: 75-96.1%;<br />
• Expected dividend yield: 0%; and<br />
• Risk free interest rate: based on Australian Government 5 year bond rates ranging from 3.17% to 6.61%.<br />
The expected price volatility is based on the historic volatility adjusted for any expected changes to future volatility<br />
due to publicly available information.<br />
114 115<br />
2008<br />
%
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
27. Share-based payments Continued<br />
Employee share plan<br />
A scheme under which shares may be issued by the Company to employees for no cash consideration was approved by<br />
Shareholders at the 2005 Annual General Meeting. All staff who have been continuously employed by the Parent Entity for<br />
a period of one year are eligible to participate in the plan. Shares are granted at the discretion of the Board in accordance<br />
with the rules of the plan.<br />
The Board may offer shares for subscription or acquisition under the plan for consideration (if any) determined by the<br />
Board. The Board may also impose disposal restrictions as its sees fit on any shares acquired under the plan. Shares<br />
to be issued under the plan will be valued at the volume weighted average share price of shares traded on the ASX in<br />
the ordinary course of trading during the five business days immediately preceding the date the shares are issued or<br />
transferred to the employee.<br />
The shares granted under this plan will rank equally in all respects with existing shares from the date of allotment, including<br />
voting rights, distributions, dividends, future rights and bonus issues. No shares have been issued under the plan in the<br />
current financial year.<br />
Expenses arising from share-based payment transactions<br />
Expenses arising from share-based payment transactions recognised during the period totalled $9,172,251 (2008:<br />
$3,446,000).<br />
Expenses relating to share-based payments to employees (including directors and key management personnel) totalled<br />
$8,508,000 (2008: $3,446,000).<br />
In addition to options granted to employees under the Employee Option Plan, the following share-based payment<br />
transactions occurred during the reporting period:<br />
Options issued as compensation for investor relations’ services<br />
During the financial year the Parent Entity granted 750,000 options with an exercise price of $0.66 each to employees of<br />
a US-based supplier of investor relations’ services. The options are immediately exercisable and expire on 30 June 2010.<br />
The options have a fair value of $664,000 (2008: $Nil). The employees will also be granted a further 250,000 options with<br />
the same terms, to be issued during the <strong>2009</strong>/10 financial year. There are no further vesting conditions to be satisfied prior<br />
to the issue of these options. During the financial year 368,544 of the options were exercised.<br />
Shares issued as compensation for drilling activities<br />
The Group negotiates access to landholders’ property in accordance with government guidelines on the payment<br />
of compensation to land owners for disturbance. Linc Energy offers land owners a choice as to how they receive their<br />
compensation - either $1,000 cash or Linc Energy shares to the value of $2,000. The number of shares issued is based<br />
on the market price on the date of completion of drilling. 70,626 (2008: 92,291) shares with a fair value of $153,000<br />
(2008: $59,000) were issued to landowners during the year.<br />
Shares issued as compensation for provision of equity facilities<br />
The Group’s convertible note facility contains equity settled share-based payments in the form of placement fees payable<br />
on draw-down. The placement fee amounts to two percent of the face value of each note drawn down payable in shares<br />
calculated at 80% of the closing price of Linc’s shares on the date of issue of the relevant notes. 550,133 (2008: Nil) shares<br />
were issued under this arrangement during the year with a fair value of $1,281,000 (2008: $Nil).<br />
The Company also issued 27,050 (2008: 65,920) shares as compensation for the extension of the Group’s equity line<br />
of credit facility with YA Global Investments, LP with a fair value of $75,000 (2008: $50,000).<br />
Options granted<br />
Set out below are summaries of options granted during the year:<br />
Financial<br />
year of<br />
grant<br />
Expiry<br />
date<br />
Exercise<br />
price range<br />
Balance<br />
at start<br />
of year Granted<br />
Exercisd or<br />
transferred Forfeited<br />
Balance<br />
at end<br />
of year<br />
Exercisable<br />
at end of<br />
the year<br />
$ Number Number Number Number Number Number<br />
Consolidated and Parent Entity - <strong>2009</strong><br />
30 Jun <strong>2009</strong> 31 Dec 14 0.25 to 3.16 - 16,913,000 (368,544) (990,000) 15,554,456 381,456<br />
30 Jun 2008 31 Dec 13 0.60 to 0.97 23,185,000 50,000 (3,931,668) (6,228,333) 13,074,999 2,973,334<br />
30 Jun 2007 31 Dec 12 0.25 to 0.60 16,577,999 - (2,962,000) (377,999) 13,238,000 6,444,673<br />
Total 39,762,999 16,963,000 (7,262,212) (7,596,332) 41,867,455 9,799,463<br />
Weighted average exercise price $ 0.62 2.19 0.56 1.05 1.19 0.44<br />
Consolidated and Parent Entity - 2008<br />
30 Jun 2008 31 Dec 13 0.60 to 0.97 - 24,305,000 (20,000) (1,100,000) 23,185,000 80,000<br />
30 Jun 2007 31 Dec 12 0.25 to 0.60 21,090,000 - (2,212,001) (2,300,000) 16,577,999 3,654,669<br />
Total 21,090,000 24,305,000 (2,232,001) (3,400,000) 39,762,999 3,734,669<br />
Weighted average exercise price $ 0.31 0.83 0.25 0.44 0.62 0.26<br />
Convertible notes<br />
The Group’s convertible note facility contains equity settled share-based payments in the form of placement and option<br />
fees payable on draw-down and conversion of the notes respectively. The option fee is payable when a note is converted to<br />
shares and consists of one option for every three shares issued. The options have an exercise price set at the same price at<br />
which the shares are issued and have a term of three years. No options were issued pursuant to conversion of convertible<br />
notes during the year. Nine notes were converted during the period and the Group will be required to issue options in<br />
accordance with the underwriting arrangement during the current financial year.<br />
28. Key management personnel<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$ $ $ $<br />
Key management personnel compensation<br />
Short-term employee benefits 1,629,702 1,072,660 1,629,702 1,072,660<br />
Post-employment benefits 131,466 88,824 131,466 88,824<br />
Long-term benefits 7,978 - 7,978 -<br />
Share-based payments 2,963,992 2,276,368 2,963,992 2,276,368<br />
4,733,138 3,437,852 4,733,138 3,437,852<br />
116 117
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
NOTES TO THE<br />
FINANCIAL STATEMENTS<br />
30 June <strong>2009</strong><br />
28. Key management personnel Continued<br />
Transactions with key management personnel<br />
A Director, Mr P. Bond, is a Director and Shareholder of Bond Bros Contracting Pty Ltd. The Group transacted<br />
with Bond Bros Contracting Pty Ltd as follows:<br />
• Mr P. Bond’s remuneration as per his employment contract for Executive Management Services is paid to Bond Bros<br />
Contracting Pty Ltd and for the year ended 30 June <strong>2009</strong>, was $250,000 (2008: $250,000).<br />
• Bond Bros Contracting Pty Ltd has been invoiced for reimbursement of expenses totalling $44,226 for the year ended<br />
30 June <strong>2009</strong> (2008: $Nil).<br />
The Non-Executive Chairman, Mr B. Johnson, is a Director and Shareholder of Transpacific Capital Pty Ltd. The Group<br />
has incurred fees for his services as a Non-Executive Director and Chairman to 30 June <strong>2009</strong> $50,000 (2008: $62,500).<br />
Additional information<br />
Further information relating to key management personnel is set out in Remuneration Report included on pages 45 to 55<br />
of the Director’s Report.<br />
29. Related party transactions<br />
Related parties<br />
The parent entity is Linc Energy Ltd and the related parties are:<br />
(a) Subsidiaries as set out in note 26<br />
(b) Key management personnel as set out in note 28<br />
(c) Other related parties:<br />
Marine Exploration and Drilling (Mr. Denis A Leshchenko is a Director and shareholder of this entity and was a Director<br />
of JSPC Yerostigaz during the year).<br />
Transactions with related parties<br />
Transactions with key management personnel are set out in note 28. Other related party transactions are as noted below.<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
Transaction Related party $ $ $ $<br />
Sales of goods and services<br />
Sale of consulting services Linc Carbon Solutions Pty Ltd - - 183,706 13,860<br />
Sale of goods JSPC Yerostigaz - - 89,773 -<br />
Purchase of services<br />
Consulting Services Marine Exploration and Drilling 665,410 574,388 665,410 574,388<br />
Consulting Services JSPC Yerostigaz - - 84,003 182,122<br />
Other<br />
Contributed equity Linc Carbon Solutions Pty Ltd - - 574,836 68,750<br />
Contributed equity JSPC Yerostigaz - - 388,936 -<br />
Outstanding balances arising from sales / purchases of services<br />
The following balances are outstanding at the reporting date in relation to transactions with related parties:<br />
Consolidated Parent Entity<br />
<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />
$ $ $ $<br />
Sales of services<br />
Owing to Linc Carbon Solutions Pty Ltd - - 600 5,489<br />
Owing from JSPC Yerostigaz (a) - - 89,773 111,370<br />
Owing to Marine Exploration and Drilling 72,807 40,509 72,807 40,509<br />
(a) Amounts owing from JSPC Yerostigaz relate to the provision of UCG well casing by the parent entity and will be<br />
reimbursed to the parent company within six months. The Parent Entity does not foresee any losses resulting from<br />
this outstanding balance.<br />
30. Remuneration of auditors<br />
During the year the following fees were paid or payable for services provided by the auditor of the Group.<br />
Audit services<br />
Audit and review of financial reports by KPMG Australia 152,935 - 152,935 -<br />
Audit and review of financial reports by<br />
PricewaterhouseCoopers Australia 69,050 189,800 69,050 188,300<br />
221,985 189,800 221,985 188,300<br />
Non-audit services<br />
Industry review prepared by PricewaterhouseCoopers<br />
Australia - 121,000 - 121,000<br />
- 121,000 - 121,000<br />
31. Events occurring after the balance sheet date<br />
Share placement<br />
On 3 August <strong>2009</strong> the Company announced that it had raised $57,400,000 via the completion of a share placement to<br />
sophisticated investors of 41,000,000 shares at $1.40 per share. On 16 September the Company announced it had raised a<br />
further $7,708,000 (5,505,998 shares) from eligible shareholders via a share purchase plan.<br />
Redemption of convertible notes<br />
In conjunction with the share placement, on 31 July <strong>2009</strong> the Company agreed with BBY Limited and the respective note<br />
holders to redeem nine convertible notes that were outstanding at 30 June <strong>2009</strong>. The cash cost of redemption of the notes<br />
was paid out of the proceeds of the share placement and totalled $10,890,000, representing a face value of $9,000,000<br />
million, accrued interest of $240,000 and redemption fees of $1,650,000.<br />
Acquisition of US coal tenements<br />
On 4 September <strong>2009</strong> the Company announced it had completed the acquisition of 92,059 acres of coal tenements in<br />
the Powder River Basin in the state of Wyoming, USA, from Gastech Inc, for the purposes of exploration and commercial<br />
exploitation via UCG. The acquisition had a total cost of US$5,162,086 (AUD$6,231,393).<br />
There were no other matters subsequent to the end of the financial year that may impact the Group’s future operations.<br />
118 119
09 FINANCIAL <strong>REPORT</strong><br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong><br />
DIRECTORS’ DECLARATION<br />
30 June <strong>2009</strong><br />
In the Directors’ opinion:<br />
(a) the financial statements and notes and the Remuneration report in the Directors’ report, set out on pages 45 to 55,<br />
are in accordance with the Corporations Act 2001, including:<br />
(i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June <strong>2009</strong><br />
and of their performance, for the financial year ended on that date; and<br />
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations)<br />
and the Corporations Regulations 2001; and<br />
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1(a); and<br />
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become<br />
due and payable; and<br />
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by<br />
section 295A of the Corporations Act 2001 for the financial year ended 30 June <strong>2009</strong>.<br />
This declaration is made in accordance with a resolution of the Directors.<br />
Brian Johnson<br />
Chairman<br />
Brisbane<br />
24 September <strong>2009</strong><br />
10<br />
AUDIT<br />
<strong>REPORT</strong><br />
Independent auditor’s report to the members of Linc Energy Ltd<br />
Report on the financial report<br />
We have audited the accompanying financial report of Linc Energy Ltd (the Company), which comprises the balance<br />
sheets as at 30 June <strong>2009</strong>, and the income statements, statements of recognised income and expense and cash flow<br />
statements for the year ended on that date, a summary of significant accounting policies, other explanatory notes 1 to 31<br />
and the Directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from<br />
time to time during the financial year.<br />
Directors’ responsibility for the financial report<br />
The Directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance<br />
with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001.<br />
This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation<br />
of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying<br />
appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 1 (a),<br />
the Directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the<br />
financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in<br />
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical<br />
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether<br />
the financial report is free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial<br />
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material<br />
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers<br />
internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit<br />
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness<br />
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and<br />
the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the<br />
financial report.<br />
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance<br />
with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations),<br />
a view which is consistent with our understanding of the Company’s and the Group’s financial position and of<br />
their performance.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />
120 121
10 AUDIT<br />
<strong>REPORT</strong><br />
CONTINUED<br />
30 June <strong>2009</strong><br />
Independent auditor’s report to the members of Linc Energy Ltd Continued<br />
Independence<br />
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.<br />
Auditor’s opinion<br />
In our opinion:<br />
(a) the financial report of Linc Energy Ltd is in accordance with the Corporations Act 2001, including:<br />
(i) giving a true and fair view of the Company’s and the Group’s financial position as at 30 June <strong>2009</strong><br />
and of their performance for the year ended on that date; and<br />
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations)<br />
and the Corporations Regulations 2001; and<br />
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(a).<br />
Report on the remuneration report<br />
We have audited the Remuneration Report included in pages 45 to 55 of the Directors’ report for the year ended 30<br />
June <strong>2009</strong>. The Directors of the Company are responsible for the preparation and presentation of the Remuneration<br />
Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the<br />
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.<br />
Auditor’s opinion<br />
In our opinion, the Remuneration Report of Linc Energy Ltd for the year ended 30 June <strong>2009</strong>, complies with Section 300A<br />
of the Corporations Act 2001.<br />
KPMG<br />
Simon Crane<br />
Partner<br />
Brisbane<br />
24 September <strong>2009</strong><br />
11<br />
SHAREHOLDER<br />
INFORMATION<br />
The shareholder information set out below was applicable as at 8 September <strong>2009</strong>.<br />
Equity security holders<br />
Total number of equity security holders 13,160<br />
Ordinary shares<br />
Shares Options<br />
Convertible<br />
notes<br />
Distribution of equity security holders<br />
Analysis of numbers of equity security holders by size of holding:<br />
1 - 1,000 3,835 1<br />
1,001 - 5,000 5,117 -<br />
5,001 - 10,000 1,882 4<br />
10,001 - 100,000 2,132 43<br />
100,001 and over 194 64 1<br />
Twenty largest quoted equity security holders<br />
The names of the twenty largest holders of quoted equity securities are listed below:<br />
Name<br />
Ordinary shares<br />
Number<br />
held<br />
Percentage<br />
of issued<br />
shares<br />
1. Newtron Pty Ltd 190,923,904 41.56%<br />
2. Citicorp Nominees Pty Limited 24,745,056 5.39%<br />
3. National Nominees Ltd 19,443,823 4.23%<br />
4. HSBC Custody Nominees 14,147,225 3.08%<br />
5. UBS Wealth Management (Australia) Nominees Pty Ltd 10,045,750 2.19%<br />
6. J P Morgan Nominees Australia Limited 9,021,291 1.96%<br />
7. Marubeni Coal Pty Ltd 7,371,000 1.60%<br />
8. HSBC Custody Nominees (Australia) Limited – Account 2 7,215,379 1.57%<br />
9. Perpetual Custodians Limited 7,005,793 1.53%<br />
10. ANZ Nominees Limited 5,564,966 1.21%<br />
11. WK Prospecting Pty Limited 5,111,900 1.11%<br />
12. Steven Fierro 4,847,005 1.06%<br />
13. Bond Street Custodians Limited 3,125,000 0.68%<br />
14. Cogent Nominees Pty Limited 2,884,673 0.63%<br />
15. Pan Australian Nominees Pty Limited 2,358,694 0.51%<br />
16. Mark Andrew Tomkins 2,285,000 0.50%<br />
17. Perpetual Trustees Consolidated Limited 1,881,805 0.41%<br />
18. HSBC Custody Nominees 1,867,034 0.41%<br />
19. Merril Lynch (Australia) Nominees Pty Limited 1,822,664 0.40%<br />
20. Queensland Investment Corporation 1,316,194 0.29%<br />
322,984,156 70.32%<br />
122 123
11 SHAREHOLDER<br />
INFORMATION<br />
CONTINUED<br />
30 June <strong>2009</strong><br />
Substantial equity security holders<br />
Substantial holders in the Company are set out below:<br />
Name<br />
Ordinary shares<br />
Number<br />
held<br />
Percentage<br />
of issued<br />
shares<br />
Newtron Pty Ltd 190,923,904 41.56%<br />
Holders of less than a marketable parcel of equity securities<br />
The number of shareholders with less than a marketable parcel of equity securities 176,606 0.04%<br />
Voting rights<br />
The voting rights attached to each class of equity securities are set out below:<br />
(a) Ordinary shares<br />
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<br />
share shall have one vote.<br />
(b) Options<br />
No voting rights.<br />
12<br />
MINING<br />
TENEMENTS<br />
Mining Tenement - Queensland Location Percentage Interest<br />
Pentland EPC 526 220km SW of Townsville – Galilee Basin 100%<br />
Chinchilla EPC 635 15km S of Chinchilla – Surat Basin 100%<br />
Tipton Sth EPC 938 60km SW of Dalby – Surat Basin 100%<br />
Wilkie 1 EPC 897 40km SE of Chinchilla – Surat Basin 100%<br />
Wilkie 2 EPC 898 30km SE of Chinchilla – Surat Basin 100%<br />
Wilkie 3 EPC 899 20km NW of Dalby – Surat Basin 100%<br />
Tipton 2 EPC 902 30km S of Dalby – Surat Basin 100%<br />
Wowan EPC 908 40km N of Biloela – Callide Basin 100%<br />
Jambin EPC 909 25km N of Biloela – Callide Basin 100%<br />
Rathdowney EPC 910 40km S of Ipswich – Clarence Moreton Basin 100%<br />
Teresa EPC 980 20km N of Emerald – SW Bowen Basin 100%<br />
Chinchilla West EPC1046 20km S of Chinchilla – Surat Basin 100%<br />
Teresa EPC 1226 30km N of Emerald – SW Bowen Basin 100%<br />
Biloela EPC 1248 40km N of Biloela – Callide Basin 100%<br />
Teresa North EPC 1267 20km N of Emerald – SW Bowen Basin 100%<br />
Chinchilla EPC 1247 15km SW of Chinchilla – Surat Basin 100%<br />
Wowam West EPC 1323 20km NW Wowam – Callide Basin 100%<br />
MDL 309 - Chinchilla 15km S of Chinchilla – Surat Basin 100%<br />
Mining Tenement – South Australia Location Percentage Interest<br />
PEL 117 Oodnadatta region – Arckaringa Basin 100%<br />
PEL 118 Manguri region – Arckaringa Basin 100%<br />
PEL 119 Coober Pedy region – Arckaringa Basin 100%<br />
PEL 120 Begins N of Adelaide, extends N<br />
257km~50km W of Port Augusta –<br />
St Vincent/Walloway Basins<br />
100%<br />
PEL 121 Algebuckina region – Arckaringa Basin 100%<br />
PEL 122 Coober Pedy region – Arckaringa Basin 100%<br />
PEL 123 Coober Pedy region – Arckaringa Basin 100%<br />
PEL 124 Tarcoola region – Arckaringa Basin 100%<br />
Arckaringa EL 3325 130km NE of Coober Pedy – Arckaringa Basin 100%<br />
Williams Bore EL 3326 90km NE of Coober Pedy – Arckaringa Basin 100%<br />
124 125
13GLOSSARY<br />
& CORPORATE<br />
DIRECTORY<br />
Term Definition<br />
ASX Australian Securities Exchange<br />
ASIC Australian Securities and Investment<br />
Commission<br />
EIS Environment Impact Statement<br />
EPC Exploration Permit for Coal<br />
GTL Gas to Liquids<br />
ISE Instituto Superior de la Energia (Higher<br />
Institute for Energy), Madrid, Spain.<br />
JORC Code Joint Ore Reserves Committee:<br />
The Australasian Code for Reporting of<br />
Exploration Results, Mineral Resources and<br />
Ore Reserves sets out minimum standards,<br />
recommendations and guidelines for Public<br />
Reporting in Australasia of Exploration<br />
Results, Mineral Resources and Ore<br />
Reserves<br />
LTI Lost Time Injury<br />
MDL Mineral Development Licence<br />
PEL Petroleum Exploration Licence<br />
PIRSA Department of Primary Industries and<br />
Resources South Australia<br />
PPB Parts per billion<br />
SPP Share Purchase Plan<br />
Syncrude Synthetic crude is a product from the GTL<br />
process where UCG synthesis gas was the<br />
feedstock.<br />
Syngas Synthesis gas is derived from UCG<br />
technology and contains carbon monoxide<br />
and hydrogen.<br />
UCG Underground Coal Gasification<br />
USA United States<br />
126<br />
Corporate Directory<br />
Directors Mr Brian Johnson<br />
Chairman<br />
Mr Peter Bond<br />
Managing Director<br />
Mr Ken Dark<br />
Non-Executive Director<br />
Secretary Mr Craig Ricato<br />
Notice of Annual<br />
General Meeting<br />
The Annual General Meeting<br />
of Linc Energy Ltd<br />
will be held at<br />
Chelsea Room, Mercure Hotel,<br />
85-87 North Quay, Brisbane QLD<br />
Time 3:00pm<br />
Date Thursday, 26 November <strong>2009</strong>.<br />
Principal 32 Edward Street<br />
registered office Brisbane QLD 4000<br />
in Australia<br />
Telephone 07 3229 0800<br />
Facsimile 07 3229 6800<br />
Share register Link Market Services<br />
Level 19, 324 Queen Street<br />
Brisbane Qld 4000<br />
Telephone 07 3320 2291<br />
Auditor KPMG<br />
Level 16, 71 Eagle Street<br />
Brisbane Qld 4000<br />
Bankers Bank of Western Australia Ltd<br />
Stock Exchange Linc Energy Ltd shares are listed<br />
listings<br />
on the Australian Securities Exchange<br />
(ASX, code: LNC) and the International<br />
OTCQX.<br />
Website address www.lincenergy.com.au
This Annual<br />
Report is printed<br />
on paper stocks<br />
manufactured with<br />
the environment<br />
in mind.<br />
Manufactured<br />
from 100% post<br />
consumer waste<br />
Manufactured<br />
using process<br />
chlorine free<br />
(PCF) pulps<br />
ISO 14001<br />
Environmental<br />
Management<br />
System in use<br />
<strong>LINC</strong> <strong>ENERGY</strong> <strong>LTD</strong> // <strong>2009</strong> <strong>ANNUAL</strong> <strong>REPORT</strong><br />
www.lincenergy.com.au<br />
ABN 60 076 157 045