Sihayo 2010

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ANNUAL REPORT 2010

ASX Code: SIH


CONTENTS STATEMENT OF CASH FLOWS 38
CHAIRMAN’S REVIEW 1 STATEMENT OF CHANGES IN EQUITY 39
REVIEW OF OPERATIONS 3 NOTES TO THE FINANCIAL STATEMENTS 40
DIRECTORS’ REPORT 15 DIRECTORS’ DECLARATION 70
AUDITOR’S INDEPENDENCE INDEPENDENT AUDIT REPORT TO THE
DECLARATION 26 MEMBERS OF SIHAYO GOLD LIMITED 71
CORPORATE GOVERNANCE STATEMENT 27 ADDITIONAL SHAREHOLDER ABN 77 009 241 374
STATEMENT OF COMPREHENSIVE INFORMATION 74
INCOME 36 SUMMARY OF TENEMENTS HELD
STATEMENT OF FINANCIAL POSITION 37 BY COMPANY 77

CORPORATE DIRECTORY

Directors Home Exchange


Peter Bilbe B. Eng Min (Hons) Australian Securities Exchange (Perth) Limited
(Non Executive Director – Chairman) Exchange Plaza
2 The Esplanade
Paul Willis B. Comm.
Perth WA 6000
(Executive Director)
Auditors
Misha A Collins C.F.A
Stantons International
(Non Executive Director)
Level 1 / 1 Havelock Street
Gavin Caudle West Perth WA 6005
(Non Executive Director)
Solicitors
William John Blake M. Eng Sc, MBA, DBA Williams & Hughes
(Non Executive Director) 25 Richardson Street
West Perth WA 6005
Chief Executive Officer
Paul Willis Bankers
National Australia Bank
Secretary
100 St Georges Terrace
Dean W Calder B.Bus CA
Perth WA 6000
Registered Office and Business Address
25 Charles Street
South Perth WA 6151 Sihayo Gold Limited is a company limited
by shares, incorporated and domiciled in
Telephone: (08) 9368 4544
Australia.
Facsimile: (08) 9368 4522
E-mail: sihayogold@sihayogold.com
Web: www.sihayogold.com
Share Registry
Security Transfer Share Registry Pty Ltd
Alexandrea House
770 Canning Highway
Applecross WA 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
CHAIRMAN’S REVIEW

Dear Fellow Shareholder, • Summit Investments becoming the largest shareholder


and bringing extensive Indonesian permitting, operating
It is with great pleasure that I present this annual report to
and project funding expertise.
shareholders.
As we are all acutely aware, world financial markets during
The last 12 months has seen further significant change and
2008 and 2009 were in turmoil. However, there are clear signs
considerable progress within your Company in order to
of economic recovery, albeit this remains fragile and sporadic.
establish a solid foundation for growth and to achieve the
Chinese growth continues to remain strong and to a large
Company’s vision of building a world class, Indonesian based
extent this is underpinning a general strength in commodity
mining company. Consequently, the clear objective within the
prices. Against this back drop of general uncertainty, the gold
next 18 months is to aggressively develop the Sihayo Pungkut
price in US$ continues to remain at historically high levels.
gold project, located in North Sumatra, Indonesia, from a gold
resource to a profitable and long life gold mine. The board’s commitment to the development of the Sihayo
Pungkut project is underpinned by a combination of this
The significant and very positive events of the last 12 months
positive gold price outlook, a substantial and growing
include:
resource base, a favourable scoping study result in 2009, a
• changes to the composition of the board and executive very well credentialed board and management team, new
management to reflect the corporate, financial and shareholders with substantial financial capacity and support
technical skill base and depth of Indonesian experience and a growing interest in the project from financial markets.
required to enable the transition from explorer to
In addition, your board and management are excited about
producer to occur in a timely, professional and
the very high geological prospectivity in the general Sihayo
responsible manner;
Resource area, within our Contract of Work, and we have
• completion of a resource in-fill drilling program at the commenced to actively investigate these prospects with the
main Sihayo Resource resulting in the release of a view to outlining new areas of mineralisation. A detailed
new JORC compliant Indicated and Inferred resource review of historical exploration data has been completed and
estimate; exploration programs have now commenced.

• commencement of a definitive feasibility study; I believe it is important to shareholders and all employees
that values of personal safety, responsible environmental
• a change of company name from Oropa Limited to management, local community engagement and sound
Sihayo Gold Limited in recognition of the increasing corporate governance principles are embraced and these will
importance of the Sihayo Pungkut project and Contract be incorporated in all our activities.
of Work area in Indonesia and the opportunity this
presents; and

1
CHAIRMAN’S REVIEW

The next 12 months will be a challenging and, I believe,


rewarding period as we complete the definitive feasibility
study and given a positive outcome from the study, obtain
development approvals and permits, gain the support and
involvement of local communities, arrange a funding package
and commence construction.

I would like to thank new and existing shareholders for their


support and employees for their efforts during the year.
Acknowledgement also goes to directors and senior
management who have stepped down and who established
a solid asset base from which to move forward. Particular
thanks to the previous Chairman, Misha Collins, who agreed
to remain as a non executive director and to our current Chief
Executive, Paul Willis for their leadership during a difficult
period.

Finally, I welcome new directors, Gavin Caudle and John Blake


to the board and together with existing directors we look
forward to the coming year with optimism and enthusiasm.

Yours sincerely,

Peter R Bilbe

2
Dairi
East Asia
(Bumi Resources Martabe
Minerals – Miwah Gold Project
Antam Tbk.) (G-Resources)
2.26 mt Zinc, 1.31mt Lead 6Moz Au/60Moz Ag

Batu Hijau
SIHAYO PUNGKUT (NewMont/Sumitomo)
Sihayo Gold/Antam Tbk. Gold/Copper Mine
1.01Moz Au Lake Toba
Kingsrase Mining 2.77Mt Cu @ 0.59g/t Au
(Indicated/Inferred) Way Linggo Mine

Rawas INDONESIA
Sumatra Copper & Gold
>300,000oz Gold
Production

Ojolali Gold Project Krakatau


Jakarta
320.000oz Au
(Finders Resources)

Cibaliung Gold Project Pongkor


630.000oz Au (PT. Antam Tbk.)
(PT . Antam Tbk.) Gold Mine + 5Moz Au
Figure 1: Sihayo Pungkut Gold Project Location Map

REVIEW OF OPERATIONS

The current Sihayo Pungkut JORC compliant Indicated and


Sihayo Pungkut Gold Project (75%)
Inferred resource stands at 10.7Mt at 2.9g/t for 1.01Moz,
with significant potential for the resource to increase as
The Sihayo Pungkut Gold Project (“Sihayo Pungkut”) is held further drilling is completed.
under a 7th Generation Contract of Work (“COW”) and is
Sihayo Pungkut - geological setting
located in Mandailing Natal, North Sumatra, Indonesia.
Sihayo Pungkut is located along the Trans Sumatra Fault Zone
Other significant projects located nearby include;
(“TSFZ”) and associated Sumatran Vocanic Arc resulting from
G Resources Limited’s Martabe gold / silver project, which
the oblique collision of two tectonic plates.
contains a resource base of approximately 6Moz Au and
60Moz Ag and is 75km to the north of Sihayo Pungkut and PT A complex suite occurs of Permian volcanics and sediments,
Bumi Tbk’s Dairi lead-zinc project, which contains a intruded by Jurassic and Cretaceous plutons, juxtaposed and
resource base of 18Mt at 12.6% zinc and 7.3% lead and is overlain by Tertiary to Recent volcanics, intrusives, and
approximately 200km to the north. sediments.

Sihayo Pungkut is owned by PT Sorikmas Mining (“Sorik- The tectonic setting provides both the heat engine to source
mas”), which is 75% owned by Sihayo Gold Limited (“Sihayo”) and transport metals, and a favourable structural and
and 25% by PT Aneka Tambang Tbk (“Antam”). Sihayo is lithological environment to host major gold, copper and zinc
responsible for 100% of the exploration and development deposits.
funding of Sorikmas until the commencement of production.
Similar tectonic settings in the Philippines (Philippine’s Fault)
The funding is by way of loans to Sorikmas and under the
and Chile (Atacama Fault), host major gold and copper
terms of the Loan Agreement, Antam is required to repay its
deposits.
share of loans to Sihayo or other lenders to Sorikmas, from
80% of its share of available cash flow from production, until By any measure, Sihayo Pungkut is strategically located in
its 25% share of the loans are repaid in full. a world class geological address.

3
REVIEW OF OPERATIONS

Figure 2: Sihayo Pungkut Gold Project – JORC Resource and key prospects

4
REVIEW OF OPERATIONS

In addition to the current JORC compliant Indicated and For the year, a total of 243 diamond drill holes for 20,931m
Inferred resource of 1.01Moz, there are over ten (10) were completed and the success of the drilling campaign was
identified prospects including the following styles: sediment- reflected in the release of the new upgraded JORC compliant
hosted gold; low-sulphidation epithermal style gold; copper- Indicated and Inferred Resource estimate (released on 14th
gold skarn; copper-gold porphyry; copper-gold greisens; July 2010), including the main Sihayo Resource of 9.6Mt at
and lead-zinc skarn style mineralisation across the highly 3.0g/t Au for 910,000oz.
prospective COW area and all of these prospects will be the
Table 1 below contains the summary details of the new JORC
subject of future exploration activities.
compliant resource estimate.
Figure 2 (see over) shows the location of the Sihayo and
The main Sihayo Resource estimate covers an area of
Sambung Resources and key exploration prospects across
approximately 1.2km by 0.6km and was drilled on a nominal
the COW.
25m by 50m grid.
Sihayo Pungkut – JORC compliant Indicated and
The resource is exposed at surface at its north-western end
Inferred Resource
and extends to a depth of 200m along strike at the south-
Exploration for the year focused nearly entirely on the infill eastern end. The resource is highly oxidised to depths of
drilling program at the main Sihayo Resource area. about 40m and there are variable levels of oxidation down to
approximately 150m depth.

Prospect Tonnage Grade Au Contained Cut Off grade


Mt g/t Au Ounces JORC Classification Au g/t
Sihayo 8.5 3.0 828,000 Indicated 1.2
Sihayo 1.1 2.3 82,000 Inferred 1.2
Sihayo 9.6 3.0 910,000 Indicated + Inferred 1.2
Sambung 1.1 2.6 100,000 Inferred 1.5
TOTAL 10.7 2.9 1,010,000 Indicated + Inferred

Table 1: Sihayo Pungkut Gold Project JORC Resource Estimation


Note 1: Rounding errors may occur
Note 2: The Sihayo Resource Estimate was completed by Runge Limited in July 2010
Note 3: Sambung Resource Estimate completed by Mining Assets P/L January 2007
Note 4: No high grade cuts were applied to the gold grade

5
REVIEW OF OPERATIONS

One of the highlights of the infill drilling program was the The Sihayo Resource is primarily constrained by drilling on
identification of thicker high grade zones of mineralisation the northern, eastern and southern sides and drilling results
with grades up to 19m at 13.4 g/t Au and 26m at 9.4 g/t Au received post the release of the new JORC resource
in the deeper southern part of the resource, refer Table 2. estimate, refer Table 3, confirm the potential for the overall
resource to expand further.

Table 2 below contains significant intercepts above 8 g/t Au from the Sihayo Resource

HOLE ID EAST NORTH AZIMUTH DIP FROM TO INTERCEPT Au g/t


UTM UTM (M)

SHDD139 547990 102380 0 -90 0.0 4.0 4.2 5.0


7.0 8.3 1.3 10.2
SHDD140 547990 102380 0 -90 1.0 8.0 7.0 8.3
11.0 12.0 1.1 2.0
SHDD205 548258 102305 0 -90 80 87 7 1.8
98 124 26 9.4
SHDD211 548145 102332 0 -90 63 64 1 11.7
77 83 6 15.8
SHDD224 547922 102448 0 -90 1 3.9 2.9 6.6
5.4 20.8 15.4 8.9
SHDD253 548179 102372 0 -90 59 64 5 10.1
83 93 10 6.1
96 99 3 3.2
110 111 1 3.7
SHDD279 548050 102298 0 -90 9 19 10 3.5
23 26.4 3.4 9.2
SHDD332 102259 548349 0 -90 152 171 19 13.4
SHDD363 548156 102819 0 -90 82 87 5.3 8.1
90 91 1 3.1
92 102 9.9 3.1

6
REVIEW OF OPERATIONS

Table 3 below contains significant intercepts above 3 g/t Au outside the Sihayo Resource

HOLE ID EAST NORTH AZIMUTH DIP FROM TO INTERCEPT Au g/t


UTM UTM (M)

Re-entry SHDD121547971 102984 0 -90 82 92 10 3.02


Re-entry SHDD121547971 102984 0 -90 96 101 5 4.03
SHDD378 547587 103172 0 -90 24 28 4 4.81
SHDD381 548416 102343 0 -90 257 273 16 5.14
SHDD395 548051 102883 0 -90 45 58 13 3.87
SHDD396 547990 102928 0 -90 28 42 14 3.26
SHDD398 547979 102906 0 -90 4 17 13 5.46
SHDD402 548004 102878 0 -90 28 36 8 4.30

Note 1: All assays determined by 50gm fire assay with AAS finish by Intertek- Caleb Brett Laboratories of Jakarta
Note 2: Lower cut of 1.0ppm Au used
Note 3: A maximum of 2m of consecutive internal waste (material less than 1.0ppm Au) per reported intersection
Note 4: All interval grades were calculated as a weighted average
Note 5: All intervals reported as down hole lengths
Note 6: Sampling regime as quarter core for PQ and half core for NQ and HQ diameter core
Note 7: Quality Assurance and Quality Control (QAQC): Standard or duplicate or blank inserted every 10 samples
Note 8: Coordinates in UTM grid system (WGS84 z47N)
Note 9: Red coloured Intercept are Au g/t and >10 Au (grams) * metres (intercept)

7
REVIEW OF OPERATIONS

Detailed geological modelling of the Sihayo Resource has In addition, a fourth setting is oxidised zones of surface
identified that lithological contacts have acted as the egolith gold mineralisation occurring in modern karst
dominant conduits of hydrothermal fluids. These fluids have environments.
precipitated economic jasper lodes through replacement of
Figures 3 and 4 (pages 8 and 9) highlight the key geological
calcareous stratigraphy in three hard rock primary settings.
characteristics of the Sihayo Resource.

Figure 3: 55050E (Local Grid) Geological Cross Section – Sihayo Resource

8
REVIEW OF OPERATIONS

Figure 4: 54650E (Local Grid) Geological Cross Section – Sihayo Resource

9
REVIEW OF OPERATIONS

Sihayo Pungkut – Ongoing Exploration Activities Our ongoing drilling program will be a combination of
resource definition and exploration drilling along strike from
The Sihayo and Sambung Resources, depicted in Figure 5
the Sihayo Resource and will include the extension of existing
below, are separated by about 1.25km of potentially
drill holes to seek preferential lithological boundaries that
mineralised strike and stratigraphy 0.75km to 1km northwest
potentially host gold bearing jasper and new holes to test
of the Sihayo Resource also yields gold mineralisation as
extensions of the known mineralisation. The primary
defined by historic exploration. The combined strike length
objective is to increase the overall size of the Sihayo
of this favourable stratigraphy is approximately 4.5km.
Pungkut global resource.

Figure 5: Sihayo and Sambung Resource surface plan including significant results outside current resource

10
REVIEW OF OPERATIONS

- Multi phase quartz veins that host chalcopyrite, bornite,


Sihayo Pungkut – COW regional
tetrahedrite, arsenopyrite and yield up to 31g/t Au and
exploration activities
0.9% Cu in rock chips;

- Intermittent quartz veins in andesitic volcanics that


Regional exploration work commenced late in the year and
contain up to 20.1g/t Au; and
has continued post the end of the year.
- Copper skarn mineralisation with up to 4.7% copper and
The initial exploration work has focused on the Tambang
anomalous gold in rock and float samples.
Tinggi prospect, which is located in the southern portion of
the COW area (Figure 2). Additional COW regional work that is planned is described
below:
The prospect covers an area of approximately 2.8km east to
west and 1.6km north to south. The prospect has delivered Hutabargot Julu
extremely encouraging gold and copper results in drilling,
rocks and soil samples. Gridding is in progress for an IP The Hutabargot Julu prospect is an epithermal gold style
survey designed to assist in targeting diamond drilling to test prospect with multiple sub-parallel veins that have yielded
known surface mineralisation and to potentially identify new an historic drill intercept of 5m @ 37.7g/t from 47m. The
mineralised systems. A diamond drilling program is planned prospect is located approximately 7km southeast of the
to commence in late 2010. main Sihayo Resource and exploration shall commence in
October 2010. The initial work program will consist of grid
During 2005, scout drilling (five diamond drill holes for 634m) re-establishment for soil / IP surveys and geological mapping
yielded a best intercept of 112.6m @ 1.52g/t Au from to aid in drill target definition. Refer to Figure 2 for prospect
surface, including 25m @ 4.58g/t Au from 31m. The current locations.
work program has confirmed the mineralisation is open along
strike and at depth (Figure 6).

Tambang Tinggi mineralisation is intrusive related with styles


observed to date, including;

- Silica-sericite-pyrite-bornite-chalcopyrite-pyrite-tourmaline
alteration with limonite veins / fractures hosting gold, as
evidenced in historic drilling;

11
REVIEW OF OPERATIONS

Figure 6: Tambang Tinggi surface plan outlining prospects and work to date

12
REVIEW OF OPERATIONS

Tarutung During the infill drill program a metallurgical test program was
commenced to assess the characteristics of the ore body.
The Tarutung prospect is characterised by classic banded
This test work has indicated that a standard carbon-in-leach
epithermal quartz vein float and outcrop that has assayed up
(“CIL”) plant configuration is the preferred processing option.
to 167g/t Au and 384g/t Ag, within a 350m long section of
a 1.2km long, NNW tending clay-pyrite alteration zone. The Process Flow Diagrams (“PFDs”), design criteria and
equipment selection for the processing plant and mining
Historic trenching contained an intersection of 5m @ 57.7g/t
operations have also been advanced and the work continues.
Au and 312g/t Ag. The initial work program will consist of
grid re-establishment for soil/IP surveys and geological A detailed geotechnical program was started in February 2010
mapping to aid in drill target definition. Refer to Figure 2 for to assess the ground conditions in the selected site for the
prospect locations. Tails Storage Facility (“TSF”) as well as the plant site. This
work program is ongoing with the site selection and design
In addition, Elliot Geophysics International has been
for the TSF nearing completion.
contracted to undertake an airborne magnetic and radiometric
survey over the entire COW. The airborne survey will have a The mining studies including draft pit design have also
particular emphasis on known porphyry copper-gold style commenced and results so far indicate that the resource is
targets such as; Singalancar, Rura Balancing, Namilas, very mineable with industry standard mining equipment and
Siandon and Mandagang. The survey is planned for late utilising a conventional drill and blast approach.
2010.
The DFS engineering work is well advanced and focused on
In summary, our regional targets provide significant the finalisation of the project capital expenditure (“capex”) and
exploration potential and with ongoing work the opportunity operating cost estimates (“opex”).
to potentially add to our overall resource base.
The overall DFS remains on schedule for completion by the
Sihayo Pungkut - Definitive Feasibility Study end of December 2010.

Based upon the results of the previously completed Scoping


Study, the formal Definitive Feasibility Study (“DFS”)
commenced in December 2009.

The first phase of DFS work was the significant infill drilling
program conducted at the main Sihayo Resource and the
results have been described earlier in this report.

13
REVIEW OF OPERATIONS

Runge Limited: The information in this report that relates to Mineral


Other Projects Resources at Sihayo is based on information compiled by Mr Robert
Williams BSc, a Member of the Australian Institute of Mining and
Metallurgy, who is a full time employee of Runge Limited and has
Malawi - Uranium exploration (100%) sufficient experience which is relevant to the style of mineralisation
No exploration activities were carried out during the year. and type of deposit under consideration and to the activity which he
is undertaking to qualify as a Competent Person as defined in the
The Company has submitted a request for the extension of 2004 Edition of the Australasian Code of Reporting for Exploration
the three Exclusive Prospecting Licenses (“EPLs”) until Results, Mineral Resources and Ore Reserves. Mr Williams consents
June 2012 and December 2012 and is currently awaiting to the inclusion in the report of the matters based on his information
in the form and context in which it appears.
confirmation of the extensions.
Modelling: The Sihayo deposit was estimated by Runge
India – Diamond exploration (9%) Limited using Ordinary Kriging grade interpolation, constrained by
No significant progress was made during the year in resolving mineralisation envelopes prepared using a nominal 0.5g/t gold cut-
the legal status of the tenements. off grade for the lower grade upper weathered zone, and 1.0g/t Au
in the deeper higher grade zones. In all cases a minimum downhole
Mount Keith Gold Project – Western Australia intercept length of 2m was adopted. The block dimensions used in
(2% net smelter royalty) the model were 25m EW by 10m NS by 5m vertical with sub-cells
of 6.25m by 2.5m by 1.25m. Statistical analysis of the deposit
No mining activity was undertaken on the project during the
determined that no high grade cuts were required in the estimate.
year. Grades were estimated using Ordinary Kriging. Bulk density was
assigned in the model based upon the results of 853 bulk density
Mulgabbie Gold Project – Western Australia determinations.
(2% net smelter royalty)
Note
No mining activity was undertaken on the project during the
year. All statements in this report, other than statements of historical facts
that address future timings, activities, events and developments that
Competent Persons’ Statements the Company expects, are forward looking statements. Although
Sihayo Gold Limited, its subsidiaries, officers and consultants believe
Sihayo Gold Limited: The information in this report that relates to
the expectations expressed in such forward looking statements are
exploration, mineral resources or ore reserves is based on
based on reasonable expectations, investors are cautioned that such
information compiled by Mr Graham Petersen (BSc.Geol) who is a full
statements are not guarantees of future performance and actual
time employee of PT Sorikmas Mining (75% owned subsidiary of
results or developments may differ materially from those in the
Sihayo Gold Limited), and is a Member of the AusIMM. Mr Petersen
forward looking statements. Factors that could cause actual results
has sufficient experience which is relevant to the style of mineralisa-
to differ materially from forward looking statements include, amongst
tion and type of deposit under consideration and to the activity which
other things commodity prices, continued availability of capital and
he is undertaking to qualify as a competent person as described by
financing, timing and receipt of environmental and other regulatory
the 2004 Edition of the “Australasian Code for Reporting of
approvals, and general economic, market or business conditions.
Exploration Results, Mineral Resources and Ore Reserves”. Mr
Petersen consents to the inclusion in this report of the matters based
on his information in the form and context in which it appears.

14
DIRECTORS’ REPORT

Your directors present their report on the consolidated entity consisting of Sihayo Gold Limited (“Sihayo Gold, or the
Company”) and the entities it controlled at the end of, or during the year ended 30 June 2010 (“the reporting period”).

DIRECTORS
The following persons were directors of Sihayo Gold during the financial year and up to the date of this report:
Misha Collins Paul Willis (appointed 29 September 2009)
Peter Bilbe (appointed 3 June 2010) Gavin Caudle (appointed 8 April 2010)
William John Blake (appointed 4 June 2010) Ian Macpherson (ceased 3 June 2010)
Philip Christie (ceased 19 October 2009)

PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the financial year were mineral exploration. There
were no significant changes in the nature of those activities during the financial year.

DIVIDENDS
No dividends have been paid or declared since the end of the previous financial year and no dividend is recommended in
respect of this financial year.

REVIEW OF OPERATIONS
The review of operations is detailed at pages 3 to 14 of the financial report.

OPERATING RESULTS
During the financial year the consolidated entity incurred a consolidated operating loss after income tax of $8,649,593
(2009 - $2,895,178).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS


During the financial year the Company restructured its board and management. The board appointed a new Chief Executive
Officer, Paul Willis, on 26 April 2010, as well as three new non executive directors; Gavin Caudle on 8 April 2010,
Peter Bilbe on 3 June 2010 and William John Blake on 4 June 2010. Also a Chief Operating Officer, Greg Entwistle, was
appointed on 5 April 2010. Peter Bilbe was appointed the new Chairman on 3 June 2010 with Misha Collins stepping
down. Misha Collins remains as a non executive director of the Company.
Directors, Philip Christie and Ian Macpherson resigned during the year.
On 28 July 2010 the Company announced a fundraising deal of $10.8 million. This was a private share placement fully
underwritten by the Company’s largest shareholder Summit Investments Pty Ltd. 76.9 million shares are to be issued at a
price of 14 cents each.
On 29 July the Company announced that it had appointed a new Chief Geologist, Mr Graham Petersen. The following
securities were issued to him as part of his remuneration package:
1,500,000 options exercisable at 13.5 cents expiring on 31 July 2012.
1,500,000 options exercisable at 15.0 cents expiring on 31 July 2013.

EMPLOYEES
The consolidated entity employed 52 employees as at 30 June 2010 (2009: 37 employees)

CORPORATE STRUCTURE
The corporate group consists of the parent entity Sihayo Gold Limited, its 100% owned subsidiaries Inland Goldmines Pty
Ltd, Excelsior Resources Pty Ltd, Oropa Technologies Pty Ltd, Oropa Indian Resources Pty Ltd, Oropa Exploration Pty Ltd
and Aberfoyle Pungkut Investments Pte Ltd.

Aberfoyle Pungkut Investments Pte Ltd holds a 75% interest in PT Sorikmas Mining, with an Indonesian Government
mining company PT Aneka Tambang Tbk holding the remaining 25%.

15
DIRECTORS’ REPORT

LIKELY FUTURE DEVELOPMENTS


Details of important developments occurring in this current financial year have been covered in the review of operations.
Further information on likely developments in the operations of the consolidated entity and the expected results have not
been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the
consolidated entity.

FINANCIAL POSITION
The net assets/(liabilities) of the consolidated entity as at 30 June 2010 are $973,162 (2009: ($1,106,544)).

ENVIRONMENTAL REGULATION
The consolidated entity has assessed whether there are any particular or significant environmental regulations which apply.
It has determined that the risk of non-compliance is low, and has not identified any compliance breaches during the year.

INFORMATION ON DIRECTORS
Details of the directors of the Company in office at the date of this report are:

Paul Willis
(CEO & Executive Director – appointed a director on 29 September 2009)

Experience and expertise


Paul Willis, Chief Executive Officer and Executive Director, has over 18 years experience in the mining and investment
industry.
Prior to joining Sihayo Gold in September 2009, Paul was founder and Executive Chairman of IndoAust Mining, a private
exploration company with activities in Indonesia since 2005.
Prior to establishing IndoAust Mining, Paul was a founding partner and Executive Director of JF Capital Partners Limited, a
large Melbourne based equities funds management company established in 1998 with funds under management
exceeding A$3 billion.
He is also a former Non Executive Chairman of Moly Mines Limited, ASX and TSX listed.

Directorships of other ASX listed companies


No other current directorships

Former ASX listed companies directorships in last three years


Moly Mines Limited

Special responsibilities
-

Interests in shares and options


46,221,409 ordinary shares (held indirectly)
2,000,000 options exercisable @ 10 cents before 30 June 2012 (held indirectly)
2,000,000 options exercisable @ 12.5 cents before 30 June 2013 (held indirectly)

16
DIRECTORS’ REPORT

Misha A Collins CFA


(Non Executive Director)

Experience and expertise


Mr Collins is a non executive director of Sihayo Gold Limited. He brings extensive capital markets and financial experience
to the board as well as having a complementary technical background in metallurgy. Mr Collins was employed by BT Funds
Management for an 11 year period as an equity analyst covering both domestic and international markets, together with
the formulation of capital market strategies and commodity forecasting. Since 2008, he has been operating his own
investment and trading business.
Mr Collins holds a Bachelor of Engineering in Metallurgy, graduating with First Class Honours from the RMIT University, a
Graduate Certificate in Banking and Finance from Monash University and a Graduate Diploma in Applied Finance and
Investment from the Financial Services Institute of Australia. He also completed the CFA program with the US based CFA
Institute and has been awarded the Chartered Financial Analyst designation (CFA).

Directorships of other ASX listed companies


No other current directorships

Former ASX listed companies directorships in last three years


No former directorships

Special responsibilities
Audit committee chairman
Remuneration committee member

Interests in shares and options


17,529,574 ordinary shares in Sihayo Gold Limited (held direct & indirectly)
1,000,000 unlisted director options for fully paid ordinary shares at 15 cents at any time on or before the expiry date of
31 May 2013 (held direct).

Gavin Caudle
(Non Executive Director – appointed a director on 8 April 2010)

Experience and expertise


Mr Caudle has over 20 years experience in the finance and investment sectors in Australia, Singapore and Indonesia.
Starting his career at Arthur Andersen Australia, he eventually became a partner based in the Jakarta office. He joined
Citigroup in 1998 in Indonesia and held positions as Head of Mergers and Acquisitions and Head of Private Equity at
Citigroup and Country Head of the Investment Bank at Salomon Smith Barney.
Since 2003, together with his partners, Gavin has developed numerous successful businesses including Tower Bersama
Group (a telecommunications infrastructure business) and Provident Agro (a plantation business) with assets valued at
more than $1 billion today.
Gavin and his partners bring substantial expertise in dealing with all business aspects in Indonesia, most importantly for
Sihayo being:
• Track record of raising more than US$2 billion of senior, mezzanine and equity capital over the past seven years; and
• Expertise in dealing with forestry issues through the ownership of a substantial plantation business.

17
DIRECTORS’ REPORT

Gavin Caudle continued


Directorships of Other ASX Listed Companies
No other current directorships

Former ASX listed companies directorships in last three years


No former directorships

Special responsibilities
Audit committee member

Interests in shares and options


84,725,000 ordinary shares (held indirectly)

Peter R Bilbe
(Non Executive Director – appointed a director on 3 June 2010)

Experience and expertise


Mr Bilbe brings over 35 years of corporate, operational and international mining industry experience to the Company. He
has extensive experience in a full range of mining industry management positions, including; Chief Executive Officer, Chief
Operating Officer, General Manager – Operations, General Manager – Technical, Project Director, Mine Manager and Senior
Mine Engineer.
Mr Bilbe holds a Bachelor of Engineering (Mining)(Hons) degree from the University of New South Wales (1974), is a
member of AusIMM and holds various Mine Manager’s Certificates of Competency.
From 2004 to 2007, Mr Bilbe was Managing Director and Chief Executive Officer, Aztec Resources Limited and was
instrumental in the development of the Koolan Island Iron Ore Project from exploration and bankable feasibility study
through to financing, construction and operation.
Mr Bilbe’s substantial gold industry experience over some 20 years includes all aspects of narrow vein and large scale
open pit and underground gold projects at Kalgoorlie Consolidated Gold Mines Limited (the Golden Mile, Kalgoorlie, WA),
the Norseman goldfield (WA) and internationally at South Africa and Papua New Guinea (Morobe Gold Project, Hidden
Valley).

Directorships of other ASX listed companies


Northern Iron Limited
Independence Group NL
Norseman Gold Mines plc

Former ASX listed companies directorships in last three years


Mount Gibson Iron Limited
Aztec Resources Limited
RMA Energy Limited
Aurox Resources Limited

Special responsibilities
Audit committee member
Remuneration committee member

Interests in shares and options


420,000 ordinary shares (held indirectly)
1,500,000 options exercisable @ 10 cents before 31 May 2012 (held directly)

18
DIRECTORS’ REPORT

William John Blake


(Non Executive Director – appointed a director on 4 June 2010)

Experience and expertise


Mr Blake brings over 30 years of international mining industry experience to the Company, including over 13 years in senior
management roles in Indonesia.
Mr Blake holds a Masters Degree in Engineering Science (Mining Engineering) from the University of New South Wales,
Masters Degree in Business Administration (Technology Management) from Deakin University and Doctor of Business
Administration (Gold Hedging) from University of South Australia, and is a member of AusIMM.
Mr Blake was CEO of Australian Solomons Gold Ltd, a company developing the 2 million ounce Gold Ridge Gold mine in
the Solomons Islands. Mr Blake was a Director of Agincourt Resources Limited and President Director, PT Agincourt
Resources Limited (Indonesia). This role focused on the full permitting and Bankable Feasibility Study (“BFS”) of the
Martabe gold/silver project located in North Sumatra, Indonesia.
Prior to this Mr Blake was General Manager and Director of Operations for PT Nusa Halmahera Minerals, North Maluku,
Indonesia, a subsidiary of Newcrest Mining Ltd (“Newcrest”) responsible for construction and operation of the Gosowong
gold mine and the Toguraci Gold Mine and development from discovery to feasibility, permitting and production of the
Kencana underground mine now producing 450,000 ounces of Gold per annum.

Directorships of other ASX listed companies


None

Former ASX listed companies directorships in last three years


Agincourt Resources Limted

Special responsibilities
Remuneration committee member

Interests in shares and options


1,500,000 options exercisable @ 10 cents before 31 May 2012 (held directly)

Company Secretary
The company secretary is Mr Dean W Calder B.Bus CA. Mr Calder was appointed to the position of company secretary in
1999. He has had many years of experience in attending to the taxation, accounting and company secretarial requirements
of mineral exploration companies, and is currently a Principal of the firm Calder Roth & Co, Chartered Accountants.

MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company‘s directors held during the year ended 30 June 2010,
and the number of meetings attended by each director, this includes via telephone conferencing.

Number eligible Number Attended


to attend
P Christie (resigned 19/10/2009) 1 1
M Collins 7 7
P Willis (appointed 29/09/2009) 3 3
I Macpherson (resigned 03/06/2010) 6 6
G Caudle (appointed 08/04/2010) 2 0
P Bilbe (appointed 03/06/2010) 2 2
W J Blake (appointed 04/06/2010) 2 2

19
DIRECTORS’ REPORT

REMUNERATION REPORT (AUDITED)


Sihayo Gold Limited has established a remuneration committee comprising of Misha Collins, William John Blake and
Peter Bilbe as at the date of this report.
The responsibilities and functions of the Remuneration Committee are as follows:
1) review the competitiveness of the Company’s executive compensation programs to ensure:
(a) the attraction and retention of corporate officers;
(b) the motivation of corporate officers to achieve the Company’s business objectives; and
(c) the alignment of the interests of key leadership with the long-term interests of the Company’s shareholders;
2) review trends in management compensation, oversee the development of new compensation plans and, when
necessary, approve the revision of existing plans;
3) review the performance of executive management;
4) review and approve Chairperson and Chief Executive Officer goals and objectives, evaluate Chairperson and Chief
Executive Officer performance in light of these corporate objectives, and set Chairperson and Chief Executive Officer
compensation levels consistent with Company philosophy;
5) approve the salaries, bonus and other compensation for all senior executives, the committee will recommend
appropriate salary, bonus and other compensation to the Board for approval;
6) review and approve compensation packages for new corporate officers and termination packages for corporate officers
as requested by management;
7) review and approve the awards made under any executive officer bonus plan, and provide an appropriate report to the
Board;
8) review and make recommendations concerning long-term incentive compensation plans, including the use of share
options and other equity-based plans. Except as otherwise delegated by the Board, the committee will act on behalf of
the Board as the “Committee” established to administer equity-based and employee benefit plans, and as such will
discharge any responsibilities imposed on the committee under those plans, including making and authorising grants,
in accordance with the terms of those plans; and
9) review periodic reports from management on matters relating to the Company’s personnel appointments and
practices.

Principles used to determine the nature and amount of remuneration


• Non executive directors receive fees in cash. The fees are fixed and approved by shareholders.
• Where non executive directors provide services in their area of expertise they receive payment at normal commercial
rates.
• There are no executives (other than directors) with authority for strategic decision and management.
• The remuneration of the directors is not linked directly to the performance of the Company.

20
DIRECTORS’ REPORT

Details of remuneration
Details of the remuneration of key management personnel and related parties of Sihayo Gold Limited, including their
personally related entities are set out below for the year ended 30 June 2010.
2010 Short-term Post Employment Long Term Equity Performance
related
Name Cash Non Super- Retire- Incentive Long Share Total %
Salary & Monetary annuation ment Plans Service Based
Fees Benefits Benefits Leave
PCJ Christie (a) 99,250 1,590 - - - - - 100,840 -
M Collins (b) 61,239 1,590 - - - - - 62,829 -
I Macpherson (c) 56,994 1,589 - - - - - 58,583 -
P Willis (d) 98,751 1,589 - - - - - 100,340 -
P Bilbe (e) 4,916 1,589 443 - - - - 6,948 -
WJ Blake (f) 3,750 1,589 - - - - - 5,339 -
G Caudle (g) 6,250 1,589 - - - - - 7,839 -
T Martin (h) 95,400 - - - - - 38,100 133,500 -
G Entwistle (i) 77,456 - 3,615 - - - 58,600 139,671 -
D Pluckhahn (j) 149,384 - 13,113 - - - - 162,497 -
Total 653,390 11,125 17,171 - - - 96,700 778,386 -

2009 Short-term Post Employment Long Term Equity Performance


related
Name Cash Non Super- Retire- Incentive Long Share Total %
Salary & Monetary annuation ment Plans Service Based
Fees Benefits Benefits Leave
PCJ Christie 214,480 1,853 - - - - - 216,333 -
BJ Hurley 16,055 1,853 - - - - - 17,908 -
RG Murchison 34,167 1,853 - - - - - 36,020 -
BNV Tomich 121,786 1,853 8,964 - - - - 132,603 -
M Collins 34,327 1,853 - - - - - 36,180 -
I Macpherson 5,000 1,853 - - - - - 6,853 -
D Pluckhahn 125,945 - 12,150 - - - - 138,095 -
Total 551,760 11,118 21,114 - - - - 583,992 -

There are no other key management personnel.


(a) $61,250 in consulting fees paid to Yellowmoon Gold Mines Pty Ltd, a personally related entity of PCJ Christie and
$38,000 was also paid to Yellowmoon Gold Mines Pty Ltd in settlement of early termination of the consultancy contract.
(b) $37,239 was paid in director fees to M Collins and $19,500 was paid to M Collins for consultancy fees. $4,500 is
payable to M Collins as at 30 June 2010.
(c) $24,981 was paid in director fees to I Macpherson and $32,013 was paid in consultancy fees to Ord Nexia Pty Ltd an
entity he has a financial interest in.
(d) $4,167 was paid in director fees to Indo Aust Mining Pty Ltd (BVI) and $71,667 was paid in consultancy fees to
IndoAust Mining Pty Ltd (BVI) a personally related entity of P Willis. $22,917 is payable to IndoAust Mining Pty Ltd
(BVI) in consultancy fees as at 30 June 2010.
(e) $4,916 was paid in director fees to P Bilbe.
(f) $3,750 in directors fees was payable to Blake Mining Services, a personally related entity to WJ Blake as at 30 June
2010.
(g) $6,250 in directors fees was payable to G Caudle as at 30 June 2010.
(h) $95,400 was paid in consultancy fees to TRM Consulting Pty Ltd a personally related entity of T Martin.
(i) $77,456 in salary and wages paid to G Entwistle.
(j) $149,384 was paid in salary and wages to D Pluckhahn.

21
DIRECTORS’ REPORT

Compensation Options (Consolidated)


Terms and Conditions for each Grant Vested
30 June 2010 Granted No Grant Date Fair Exercise Expiry First Last No %
value per price Date Exercise Exercise
option at per Date Date
grant date option
($) ($)
PCJ Christie - - - - - - - - -
M Collins - - - - - - - - -
I Macpherson - - - - - - - - -
P Willis - - - - - - - - -
P Bilbe - - - - - - - - -
WJ Blake - - - - - - - - -
G Caudle - - - - - - - - -
T Martin 3,000,000 01/07/09 0.0127 0.05 31/08/11 01/07/09 31/08/11 3,000,000 100
G Entwistle 2,000,000 05/03/10 0.0151 0.075 30/06/12 05/03/10 30/06/12 2,000,000 100
G Entwistle 2,000,000 05/03/10 0.0142 0.10 30/06/13 05/03/10 30/0613 2,000,000 100
D Pluckhahn - - - - - - - - -

Terms and Conditions for each Grant Vested


30 June 2009 Granted No Grant Date Fair Exercise Expiry First Last No %
value per price Date Exercise Exercise
option at per Date Date
grant date option
($) ($)
P Christie - - - - - - - - -
B Hurley - - - - - - - - -
R Murchison - - - - - - - - -
B Tomich - - - - - - - - -
M Collins - - - - - - - - -
I Macpherson - - - - - - - - -
D Pluckhahn - - - - - - - - -

Options Granted as part of remuneration


2010 Value of options Value of options Value of options Remuneration
granted during exercised lapsed during consisting of
the year during the year the year options for the year
%
PCJ Christie - - - -
M Collins - - - -
I Macpherson - - - -
P Willis - - - -
P Bilbe - - - -
WJ Blake - - - -
G Caudle - - - -
T Martin 38,100 - - 28.54
G Entwistle 58,600 - - 41.96
D Pluckhahn - - - -

22
DIRECTORS’ REPORT

Options Granted as part of remuneration


2009 Value of options Value of options Value of options Remuneration
granted during exercised lapsed during consisting of
the year during the year the year options for the year
%
P Christie - - - -
B Hurley - - - -
R Murchison - - - -
B Tomich - - - -
M Collins - - - -
I Macpherson - - - -
D Pluckhahn - - - -

There were no alterations to the terms and conditions of options granted as remuneration since their grant date.

Shares issued on exercise of compensation options (Consolidated)


30 June 2010 Shares Issued Paid per share Unpaid per share
No
PCJ Christie - - -
M Collins - - -
I Macpherson - - -
P Willis - - -
P Bilbe - - -
WJ Blake - - -
G Caudle - - -
T Martin - - -
G Entwistle - - -
D Pluckhahn - - -

Shares issued on exercise of compensation options (Consolidated)


30 June 2009 Shares Issued Paid per share Unpaid per share
No
P Christie - - -
B Hurley - - -
R Murchison - - -
B Tomich - - -
M Collins - - -
I Macpherson - - -
D Pluckhahn - - -

23
DIRECTORS’ REPORT

Consultant/Employment Agreements
During the year the Company terminated its consultancy agreement with Yellowmoon Gold Mines Pty Ltd, a related entity
of Philip Christie, which resulted in a termination payment of $38,000.
Sihayo Gold Limited entered into a consultancy agreement with IndoAust Mining Pty Ltd (BVI) a personally related entity of
Mr Paul Willis. This agreement is for the provision of consultancy services to the Company by Mr Paul Willis. The contract
commenced from 1 July 2010 and ends on 30 April 2012. Remuneration under the agreement consists of $275,000 per
annum and:
• 2,000,000 options in the Company with an exercise price of $0.10 and an expiry date of 30 June 2012; and
• 2,000,000 options in the Company with an exercise price of $0.125 and an expiry date of 30 June 2013.
On 5 March 2010 Sihayo Gold Limited entered into an Executive Employment Agreement with Greg Entwistle consisting of
an annual salary of $275,000 plus statutory superannuation. The following options were also issued as part of his
remuneration:
• 2,000,000 unlisted options at 7.5 cents with an expiry date of 30 June 2012.
• 2,000,000 unlisted options at 10 cents with an expiry date of 30 June 2013.
If Greg Entwistle’s position becomes redundant and re-deployment options are not available, Mr Entwistle shall receive the
following entitlements:
(a) a notice period of 6 months;
(b) payment of accrued Annual Leave; and
(c) payment of pro-rata long service leave in line with the applicable Western Australian legislation.
On 30 June 2010 Dean Pluckhahn’s contract was terminated with Sihayo Gold Limited.

Officer Emoluments
Fees of $109,845 (GST exclusive) were paid to Calder Roth & Co, an accounting firm of which Dean Calder is a principal, for
accounting, company secretarial, taxation and other services during the year.

Directors and Officer Insurance


During the year $11,125 was incurred for Directors and officeholders insurance which covers all directors and officeholders.
The liabilities insured are costs and expenses that may be incurred in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers of entities in the consolidated entity.

SHARES UNDER OPTION


Unissued ordinary shares of Sihayo Gold Limited under option at the date of this report are as follows:
• 13,280,376 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the expiry
date of 31 January 2011.
The above options are quoted on the Australian Securities Exchange Limited.
• 8,500,000 director unlisted options exercisable at 15 cents before the expiry date of 31 May 2013.
• 9,109,116 unlisted options exercisable at 5 cents before the expiry date of 31 August 2011.
• 7,500,000 unlisted options exercisable at 5 cents before the expiry date of 26 August 2011.
• 2,000,000 unlisted options exercisable at 7.5 cents before the expiry date of 30 June 2012.
• 2,000,000 unlisted options exercisable at 10 cents at any time on or before 30 June 2013.
• 2,000,000 unlisted options exercisable at 10 cents at any time on or before 30 June 2012.
• 2,000,000 unlisted options exercisable at 12.5 cents at any time on or before 30 June 2013.
• 1,500,000 unlisted options exercisable at 10 cents at any time on or before 31 May 2012.
• 1,500,000 unlisted options exercisable at 10 cents at any time on or before 31 May 2012.
• 1,500,000 unlisted options exercisable at 13.5 cents at any time on or before 31 July 2012.
• 1,500,000 unlisted options exercisable at 15 cents at any time on or before 31 July 2013.

24
DIRECTORS’ REPORT

CONVERTIBLE NOTES
Convertible note holders converted their holdings into shares at two cents each over the period 1 July 2009 to 20 November
2009. This equated to shares totalling 78,099,902. There are no convertible notes held as at 30 June 2010.

PROCEEDINGS ON BEHALF OF COMPANY


No person entitled to exercise any of the options has any right, by virtue of the options, to participate in any share issue of
any other body corporate.
The names of all persons who currently hold options, granted at any time, are entered in the register kept by the Company
pursuant to Section 216C of the Corporations Act 2001 and the register may be inspected free of charge.
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of these
proceedings.
The Company was not party to any such proceedings during the year.

CORPORATE GOVERNANCE
The Company’s Corporate Governance Statement is set out on pages 27 - 35.

NON-AUDIT SERVICES
There were no non-audit services undertaken by Stantons International during the financial year.

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 26.

Signed in accordance with a resolution of the Board of Directors.

Paul Willis
Director

29 September 2010

25
26
CORPORATE GOVERNANCE STATEMENT

Sihayo Gold Limited (“Company“) has made it a priority to adopt systems of control and accountability as the basis for the
administration of corporate governance. Some of these policies and procedures are summarised in this statement.
Commensurate with the spirit of the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (“Principles & Recommendations“), the Company has followed each recommendation where the
Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where
the Company’s corporate governance practices follow a recommendation, the Board has made appropriate statements
reporting on the adoption of the recommendation. Where, after due consideration, the Company’s corporate governance
practices depart from a recommendation, the Board has offered full disclosure and reason for the adoption of its own
practice, in compliance with the “if not, why not” regime.

Disclosure of Corporate Governance Practices


Summary Statement
ASX P & R1 If not, why not2 ASX P & R1 If not, why not2
Recommendation 1.1 ✓ Recommendation 4.3 ✓
Recommendation 1.2 ✓ Recommendation 4.4³ n/a n/a
Recommendation 1.3³ n/a n/a Recommendation 5.1 ✓
Recommendation 2.1 ✓ Recommendation 5.2³ n/a n/a
Recommendation 2.2 ✓ Recommendation 6.1 ✓
Recommendation 2.3 ✓ Recommendation 6.2³ n/a n/a
Recommendation 2.4 ✓ Recommendation 7.1 ✓
Recommendation 2.5 ✓ Recommendation 7.2 ✓
Recommendation 2.6³ n/a n/a Recommendation 7.3 ✓
Recommendation 3.1 ✓ Recommendation 7.4³ n/a n/a
Recommendation 3.2 ✓ Recommendation 8.1 ✓
Recommendation 3.3³ n/a n/a Recommendation 8.2 ✓
Recommendation 4.1 ✓ Recommendation 8.3³ n/a n/a
Recommendation 4.2 ✓

1 Indicates where the Company has followed the Principles & Recommendations.
2 Indicates where the Company has provided “if not, why not” disclosure.
3 Indicates an information based recommendation. Information based recommendations are not adopted or reported
against using “if not, why not” disclosure – information required is either provided or it is not.

Website Disclosures
Further information about the Company’s charters, policies and procedures may be found at the Company’s website at
www.sihayogold.com, under the section marked Corporate Governance. A list of the charters, policies and procedures
which are referred to in this Corporate Governance Statement, together with the recommendations to which they relate,
are set out below.

27
CORPORATE GOVERNANCE STATEMENT

Charters Recommendation(s)
Statement of Board and Management Functions 1.3
Audit Committee 4.4
Nomination Committee 2.6
Remuneration Committee 8.3

Policies and Procedures


Policy and Procedure for Selection and Appointment of Directors 2.6
Process for Performance Evaluation 1.2, 2.5
Policy for Trading in Company Securities (summary) 3.2, 3.3
Corporate Code of Conduct 3.1, 3.3
Policy and Procedures for Compliance with Continuous Disclosure Requirements (summary) 5.1, 5.2
Policy and Procedure for Selection of External Auditor and Rotation of Audit Engagement Partners 4.4
Shareholder Communication Strategy 6.1, 6.2
Risk Management Policy and Internal Compliance and Control System (summary) 7.1, 7.4

Disclosure – Principles & Recommendations


The Company reports below on how it has followed (or otherwise departed from) each of the Principles &
Recommendations during the 2009/2010 financial year (“Reporting Period“).

Principle 1 – Lay solid foundations for management and oversight

Recommendation 1.1:
Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose
those functions.

Disclosure:
The Company has established the functions reserved to the Board and has set out these functions in its Statement of
Board and Management Functions. The Board is collectively responsible for promoting the success of the Company
through its key functions of ensuring the Company is properly managed, providing overall corporate governance of the
Company, monitoring the financial performance of the Company, engaging appropriate management commensurate with
the Company’s structure and objectives, approving and monitoring the progress of major capital expenditure, capital
management and acquisitions and divestitures; and reviewing, ratifying and monitoring systems of risk management and
internal control, codes of conduct and legal compliance.
The Company has established the functions delegated to senior executives and has set out these functions in its
Statement of Board and Management Functions. Senior executives are responsible for supporting the Chief Executive
Officer in implementing the running of the general operations and financial business of the Company, in accordance with
the delegated authority of the Board.
Senior executives are responsible for reporting all matters which fall within the Company’s materiality thresholds at first
instance to the Chief Executive Officer or, if the matter concerns the Chief Executive Officer, then directly to the Chair or
the lead independent director, as appropriate.

Recommendation 1.2:
Companies should disclose the process for evaluating the performance of senior executives.

Disclosure:
The Board is responsible for evaluating the performance of senior executives. The Board evaluates the senior executives
informally as required.

28
CORPORATE GOVERNANCE STATEMENT

Recommendation 1.3:
Companies should provide the information indicated in the Guide to reporting on Principle 1.

Disclosure:
During the Reporting Period an evaluation of senior executives took place in accordance with the process disclosed at
Recommendation 1.2.

Principle 2 – Structure the board to add value

Recommendation 2.1:
A majority of the Board should be independent directors.

Disclosure:
For most of the Reporting Period, the Board did have a majority of independent directors.
The Board underwent a number of changes during the Reporting Period. The independent and non-independent directors
on the Board during the Reporting Period are set out in the following table:

Dates Independent Non-Independent


1/7/09 – 28/9/09 Misha Collins Phil Christie
Ian Macpherson
29/9/09 – 21/10/09 Misha Collins Phil Christie
Ian Macpherson Paul Willis
22/10/09 – 7/4/10 Misha Collins Paul Willis
Ian Macpherson
8/4/10 – 3/6/10 Misha Collins Paul Willis
Ian Macpherson Gavin Caudle
4/6/10 – 30/6/10 William John Blake Paul Willis
Peter Bilbe Gavin Caudle
Misha Collins

Recommendation 2.2:
The Chair should be an independent director.

Disclosure:
The Board had two Chairs during the Reporting Period. The independent Chair of the Board from 1 July 2009 to 3 June
2010 was Misha Collins. The current independent Chair of the Board is Peter Bilbe, who took over as Chair on 4 June 2010.

Recommendation 2.3:
The roles of the Chair and Chief Executive Officer should not be exercised by the same individual.

Disclosure:
The Chief Executive Officer is Paul Willis who is not Chair of the Board. Paul Willis was appointed as Chief Executive Officer
on 26 April 2010. Prior to his appointment, the role of Chief Executive Officer was performed by Tony Martin, who was not
on the Board.

Recommendation 2.4:
The Board should establish a Nomination Committee.

Notification of Departure:
The Company has not established a separate Nomination Committee.

29
CORPORATE GOVERNANCE STATEMENT

Explanation for Departure:


Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by
establishing a separate Nomination Committee. Accordingly, the Board performs the role of the Nomination Committee.
Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda items at Board
meetings when required. When the Board convenes as the Nomination Committee it carries out those functions which are
delegated to the Company’s Nomination Committee in its Charter. The Board deals with any conflicts of interest that may
occur when convening in the capacity of the Nomination Committee by ensuring the director with conflicting interests is
not party to the relevant discussions.

Recommendation 2.5:
Companies should disclose the process for evaluating the performance of the Board, its committees and individual
directors.

Disclosure:
The Chair is responsible for evaluation of the Board, and when deemed appropriate, Board committees and individual
directors. The Nomination Committee is responsible for evaluating the Chief Executive Officer.
These evaluations are undertaken informally as required.

Recommendation 2.6:
Companies should provide the information indicated in the Guide to reporting on Principle 2.

Disclosure:
Skills, Experience, Expertise and term of office of each Director
A profile of each director containing their skills, experience, expertise and term of office is set out in the Directors’ Report.

Identification of Independent Directors


The independent directors of the Company during the Reporting Period were Ian Macpherson (resigned 3 June 2010),
Peter Bilbe (who was appointed on 3 June 2010), William John Blake (who was appointed on 4 June 2010) and Misha Collins.
Ian Macpherson, Misha Collins, Peter Bilbe and William John Blake are considered independent as they are non executive
directors who are not members of management and who are free of any business or other relationship that could
materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their
judgment.
Independence is measured having regard to the relationships listed in Box 2.1 of the Principles & Recommendations and
the Company’s materiality thresholds. The materiality thresholds are set out below.

Company’s Materiality Thresholds


The Board has agreed on the following guidelines for assessing the materiality of matters, as set out in the Company’s
Board Charter:
• Balance sheet items are material if they have a value of more than 10% of pro-forma net asset.
• Profit and loss items are material if they will have an impact on the current year operating result of 10% or more.
• Items are also material if they impact on the reputation of the Company, involve a breach of legislation, are outside the
ordinary course of business, they could affect the Company’s rights to its assets, if accumulated they would trigger the
quantitative tests, involve a contingent liability that would have a probable effect of 10% or more on balance sheet or
profit and loss items, or they will have an effect on operations which is likely to result in an increase or decrease in net
income or dividend distribution of more than 10%.
• Contracts will be considered material if they are outside the ordinary course of business, contain exceptionally onerous
provisions in the opinion of the Board, impact on income or distribution in excess of the quantitative tests, there is a
likelihood that either party will default, and the default may trigger any of the quantitative or qualitative tests, are
essential to the activities of the Company and cannot be replaced, or cannot be replaced without an increase in cost of
such a quantum, triggering any of the quantitative tests, contain or trigger change of control provisions, they are
between or for the benefit of related parties, or otherwise trigger the quantitative tests.

30
CORPORATE GOVERNANCE STATEMENT

Statement concerning availability of Independent Professional Advice


To assist directors with independent judgement, it is the Board’s policy that if a director considers it necessary to obtain
independent professional advice to properly discharge the responsibility of their office as a director then, provided the
director first obtains approval for incurring such expense from the Chair, the Company will pay the reasonable expenses
associated with obtaining such advice.

Nomination Matters
The full Board carries out the role of the Nomination Committee. The full Board did not officially convene as a Nomination
Committee during the Reporting Period, however nomination-related discussions occurred from time to time during the
year as required. To assist the Board to fulfil its function as the Nomination Committee, it has adopted a Nomination
Committee Charter.
The explanation for departure set out under Recommendation 2.4 above explains how the functions of the Nomination
Committee are performed.

Performance Evaluation
During the Reporting Period an evaluation of the Board and its committees did not take place. However, a performance
evaluation for individual directors did take place in accordance with the process disclosed at Recommendation 2.5.

Selection and (Re)Appointment of Directors


Candidates for the Board are considered and selected by reference to a number of factors which include, but are not
limited to, their relevant experience and achievements, compatibility with other Board members, credibility within the
Company’s scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities.
Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.
The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession
planning. Each director other than the Managing Director, must not hold office (without re-election) past the third annual
general meeting of the Company following the director’s appointment or three years following that director’s last election
or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the
Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual
general meeting a minimum of one director or a third of the total number of directors must resign. A director who retires at
an annual general meeting is eligible for re-election at that meeting. Re-appointment of directors is not automatic.

Principle 3 – Promote ethical and responsible decision-making

Recommendation 3.1:
Companies should establish a Code of Conduct and disclose the code or a summary of the code as to the practices
necessary to maintain confidence in the company’s integrity, the practices necessary to take into account their legal
obligations and the reasonable expectations of their stakeholders and the responsibility and accountability of individuals for
reporting and investigating reports of unethical practices.

Disclosure:
The Company has established a Corporate Code of Conduct as to the practices necessary to maintain confidence in the
Company’s integrity, practices necessary to take into account their legal obligations and the expectations of their
stakeholders and responsibility and accountability of individuals for reporting and investigating reports of unethical
practices.

Recommendation 3.2:
Companies should establish a policy concerning trading in company securities by directors, senior executives and
employees, and disclose the policy or a summary of that policy.

Disclosure:
The Company has established a policy concerning trading in the Company’s securities by directors, senior executives and
employees.

31
CORPORATE GOVERNANCE STATEMENT

Recommendation 3.3:
Companies should provide the information indicated in the Guide to reporting on Principle 3.

Disclosure:
Please refer to the section above marked Website Disclosures.

Principle 4 – Safeguard integrity in financial reporting

Recommendation 4.1:
The Board should establish an Audit Committee.

Disclosure:
The Company has established an Audit Committee.

Recommendation 4.2:
The Audit Committee should be structured so that it:
• consists only of non executive directors;
• consists of a majority of independent directors;
• is chaired by an independent Chair, who is not Chair of the Board; and
• has at least three members.

Notification of Departure:
During the Reporting Period the Company‘s Audit Committee was not structured in accordance of Recommendation 4.2.

Explanation for Departure:


Whilst the Company had established a separate Audit Committee, the Company was unable to establish a separate
committee that complied with the structural requirements of Recommendation 4.2. Accordingly, the Company established
the Audit Committee consisting of two non executive directors – Misha Collins (independent) and Ian Macpherson
(independent). Misha Collins, who was Chair of the Board, also Chaired the Audit Committee.
However following the Board restructure, the Company changed the composition of its Audit Committee on 14 July 2010.
The Audit Committee is now structured in accordance with Recommendation 4.2 and comprises Misha Collins as Chair, a
non executive independent director, Peter Bilbe, a non executive independent director and Gavin Caudle, a non executive
non-independent director.

Recommendation 4.3:
The Audit Committee should have a formal charter.

Disclosure:
The Company has adopted an Audit Committee Charter.

Recommendation 4.4:
Companies should provide the information indicated in the Guide to reporting on Principle 4.

Disclosure:
There were no Audit Committee meetings held during the Reporting Period. The following table identifies those directors
who were members of the Audit Committee during the Reporting Period.

32
CORPORATE GOVERNANCE STATEMENT

Name
Misha Collins
Ian Macpherson (resigned 3 June 2010)
Peter Bilbe
Gavin Caudle

Details of each of the director’s qualifications are set out in the Directors‘ Report.
The Company has established procedures for the selection, appointment and rotation of its external auditor which is
available on the Company’s website. The Board is responsible for the initial appointment of the external auditor and the
appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must
demonstrate complete independence from the Company through the engagement period. The Board may otherwise select
an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the
external auditor is reviewed on an annual basis the Board.

Principle 5 – Make timely and balanced disclosure

Recommendation 5.1:
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements
and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of
those policies.

Disclosure:
The Company has established written policies designed to ensure compliance with ASX Listing Rule disclosure and
accountability at a senior executive level for that compliance.

Recommendation 5.2:
Companies should provide the information indicated in the Guide to reporting on Principle 5.

Disclosure:
Please refer to the section above marked Website Disclosures.

Principle 6 – Respect the rights of shareholders

Recommendation 6.1:
Companies should design a communications policy for promoting effective communication with shareholders and
encouraging their participation at general meetings and disclose their policy or a summary of that policy.

Disclosure:
The Company has designed a communications strategy for promoting effective communication with shareholders and
encouraging shareholder participation at general meetings.

Recommendation 6.2:
Companies should provide the information indicated in the Guide to reporting on Principle 6.
Disclosure:
Please refer to the section above marked Website Disclosures.

33
CORPORATE GOVERNANCE STATEMENT

Principle 7 – Recognise and manage risk

Recommendation 7.1:
Companies should establish policies for the oversight and management of material business risks and disclose a summary
of those policies.

Disclosure:
The Company has a risk management policy and internal compliance and control systems which cover organisation,
financial and operational aspects of the Company’s affairs. It appoints the Chief Executive Officer as being responsible for
ensuring the systems are maintained and complied with.
The Board has established a separate Audit Committee to monitor and review the integrity of financial reporting and the
Company’s internal financial control systems and risk management systems.
The Board and the Audit Committee communicate to one another the material business risks when an audit and risk
committee meeting is held which is at least once a year.
In addition, the following risk management measures have been adopted by the Board to manage the Company’s material
business risks:
• the Board has established authority limits for management which, if exceeded, will require prior Board approval;
• the Board has adopted a compliance procedure for the purpose of ensuring compliance with the Company’s
continuous disclosure obligations; and
• the Board has adopted a corporate governance manual which contains other policies to assist the Company to
establish and maintain its governance practices.
In April 2010, the Board formalised and documented the management of its material business risks. This system includes
the preparation of a risk register by management to identify and categorise the Company’s material business risks and
notes the risk management strategies for these risks. The risk register will be reviewed by the Chief Executive Officer and
reported to the Board on a regular basis. Risk management is a standing agenda item at each Board meeting.
The categories of material business risks detailed in the Company’s risk register consist of; strategic, operational and
governance.
Prior to April 2010, the Company managed its material business risk using a range of previously implemented informal
policies and procedures.

Recommendation 7.2:
The Board should require management to design and implement the risk management and internal control system to
manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The
Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its
material business risks.

Notification of Departure:
They will not be receiving a report from management as to the effectiveness of the Company’s management of its material
business risks.

Explanation for Departure:


Given the restructure of the Board and management that took place in the Reporting Period, the Chief Executive Officer is
unable to provide a report to the Board as required under Recommendation 7.2, as he was not a member of management
for the entire Reporting Period. However, going forward the Chief Executive Officer will be providing a report to the Board
as to the effectiveness of the Company’s management of its material business risks.

Recommendation 7.3:
The Board should disclose whether it has received assurance from the Chief Executive Officer (or equivalent) and the Chief
Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is
founded on a sound system of risk management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.

34
CORPORATE GOVERNANCE STATEMENT

Disclosure:
The Chief Executive Officer and the Chief Financial Officer (or equivalent) have provided a declaration to the Board in
accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a
sound system of risk management and internal control and that the system is operating effectively in all material respects
in relation to financial risk.

Recommendation 7.4:
Companies should provide the information indicated in the Guide to reporting on Principle 7.

Disclosure:
The Board has received the report from management under Recommendation 7.2.
The Board has received the assurance from the Chief Executive Officer and the Chief Financial Officer (or equivalent) under
Recommendation 7.3.

Principle 8 – Remunerate fairly and responsibly

Recommendation 8.1:
The Board should establish a Remuneration Committee.

Disclosure:
The Company has established a Remuneration Committee.

Recommendation 8.2:
Companies should clearly distinguish the structure of non executive directors’ remuneration from that of executive
directors and senior executives.

Disclosure:
Non executive directors receive fees in cash. The fees are fixed and approved by shareholders. Where non executive
directors provide services in their area of expertise they receive payment at normal commercial rates.
[Executives are offered a competitive level of base pay at market rates (for comparable companies) and are reviewed
annually to ensure market competitiveness.
Both non executive and executive directors may be issued with options as part of their remuneration package, subject to
shareholder approval and in accordance with thresholds set in plans approved by shareholders.
The remuneration of both executive and non executive the Directors is not linked to the performance of the Company.

Recommendation 8.3:
Companies should provide the information indicated in the Guide to reporting on Principle 8.

Disclosure:
Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report”
which forms of part of the Directors’ Report.
There were no Remuneration Committee meetings held during the Reporting Period. The following table identifies those
directors who were members of the Remuneration Committee.
Name
Misha Collins
Ian Macpherson (resigned 3 June 2010)
Peter Bilbe
William John Blake
There are no termination or retirement benefits for non executive directors (other than for superannuation).
It is the Company’s policy to prohibit transactions in associated products which limit the risk of participating in unvested
entitlements under any equity based remuneration schemes. This policy is not currently published however the policy will
be included in the Company’s Remuneration Committee Charter which the Company intends to update by October 2010.

35
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2010

Notes Consolidated
2010 2009
$ $
Other revenue 3 57,193 20,360

Total Revenue 57,193 20,360

Corporate secretarial expenses (54,204) (34,040)


Depreciation and amortisation 20(b),3(a)(i) (14,424) (15,767)
Diminution in value of investments 20(b) (11,260) (32,897)
Employee benefits expense (194,539) (151,933)
Exploration expenditure written off 3(a)(i),7,20(b) (7,505,976) (1,847,780)
External consultancy expenses (244,254) (196,503)
Finance costs (92,260) (282,253)
Insurance expenses (29,226) (28,167)
Rental expenses (54,903) (54,395)
Share based payments 14(a), 20(b) (96,700) -
Travel and entertainment expenses (16,961) (31,964)
Other expenses (392,079) (239,839)

Loss before income tax (8,649,593) (2,895,178)


Income tax expense 3(b) - -

Net Loss (8,649,593) (2,895,178)

Other comprehensive income


Movement in foreign currency translation reserve 11(c) 210,572 17,082

Other comprehensive income for the year, net of tax 210,572 17,082

Total Comprehensive loss for the year (8,439,021) (2,878,096)

Loss after income tax attributable to:

Member of Sihayo Gold Limited (8,660,537) (2,895,178)


Non Controlling Interest 10,944 -
(8,649,593) (2,895,178)

Comprehensive loss after income tax attributable to:


Members of Sihayo Gold Limited (8,449,965) (2,878,096)
Non Controlling Interest 10,944 -

(8,439,021) (2,878,096)

Basic/diluted loss per share in cents 21 (2.23) (1.39)

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

36
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010

Notes Consolidated
2010 2009
$ $
CURRENT ASSETS
Cash and cash equivalents 20(a) 1,358,675 917,881
Trade and other receivables 4 530,514 112,154
Other financial assets 5 16,950 13,550

TOTAL CURRENT ASSETS 1,906,139 1,043,585

NON-CURRENT ASSETS
Other assets 7 56,787 80,105
Property, plant and equipment 6 278,646 78,841

TOTAL NON-CURRENT ASSETS 335,433 158,946

TOTAL ASSETS 2,241,572 1,202,531

CURRENT LIABILITIES
Trade and other payables 8 532,003 305,771
Provisions 9 699,402 489,612
Other liabilities 23,731 23,857
Convertible Note - 1,479,335

TOTAL CURRENT LIABILITIES 1,255,136 2,298,575

NON-CURRENT LIABILITIES
Provisions 9 13,274 10,500

TOTAL NON-CURRENT LIABILITIES 13,274 10,500

TOTAL LIABILITIES 1,268,410 2,309,075

NET ASSETS / (LIABILITIES) 973,162 (1,106,544)

SHAREHOLDERS’ EQUITY
Parent entity interest:
Contributed equity 10 47,698,556 36,429,079
Shares to be issued 10 - 387,500
Reserves 11(a)(b)(c) 2,479,488 2,621,222
Accumulated losses 11(d) (49,292,389) (40,642,796)

Total parent entity interest 885,655 (1,204,995)


Minority interest in controlled entities 19(b) 87,507 98,451

TOTAL SHAREHOLDERS’ EQUITY 973,162 (1,106,544)

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

37
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2010

Notes Consolidated
2010 2009
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to creditors and suppliers (1,042,008) (644,359)
Interest received 41,250 11,378
Interest paid (61,054) -
Taxes paid (229) -

NET CASH FLOWS USED INOPERATING ACTIVITIES 20(b) (1,062,041) (632,981)

CASH FLOWS FROM INVESTING ACTIVITIES


Mining exploration & evaluation expenditure (7,780,410) (1,905,407)
Proceeds from sale of investments 5,000 (6,147)
Payments for investments 1,322 -
Purchase of property, plant and equipment (245,029) (5,114)
Decrease/(Increase) security deposits paid 20,513 106,269

NET CASH USED IN INVESTING ACTIVITIES (7,998,604) (1,810,399)

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from issue of shares and options 9,423,608 1,039,897
Proceeds from shares to be issued - 382,500
Share and option issue costs (103,637) (36,700)
Convertible note issues - 1,485,664
Payment for unmarketable securities (126) -

NET CASH FLOWSFROM FINANCING ACTIVITIES 9,319,845 2,871,361

Net increase / (decrease) in cash and cash equivalents held 259,200 427,981

Effects of exchange rate changes on cash 181,594 82,659

Cash and cash equivalents at the beginning of the financial year 917,881 407,241

Cash and cash equivalents at the end of the financial year 20(a) 1,358,675 917,881

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

38
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
$ $ $ $ $ $
Share Options & FX Accumulated Non Total
Capital & Equity Reserve Losses Controlling
shares to Reserve Interest
be issued

Balance at 1.7.08 35,386,145 823,276 1,631,570 (37,747,618) 98,451 191,824


Total comprehensive income
for the period - - - (2,895,178) - (2,895,178)
Other comprehensive income:
Movement in foreign currency
translation reserve - - 17,082 - - 17,082
Issue of shares & shares
to be issued 1,535,337 - - - - 1,535,337
Convertible note equity
component - 27,862 - - - 27,862
Share issue costs (104,903) - - - - (104,903)
Issue of options - 121,432 - - - 121,432

Balance at 30.06.09 36,816,579 972,570 1,648,652 (40,642,796) 98,451 (1,106,544)

Balance at 1.7.09 36,816,579 972,570 1,648,652 (40,642,796) 98,451 (1,106,544)


Total comprehensive income
for the period - - - (8,649,593) - (8,649,593)
Other comprehensive income:
Movement in foreign
currency translation reserve - - (210,572) - - (210,572)
Movement in OEI (10,944) (10,944)
Issue of shares 10,997,092 - - - - 10,997,092
Share issue costs (103,637) - - - - (103,637)
Issue of options - 96,700 - - - 96,700
Repayment of convertible
note & costs - (27,862) - - - (27,862)
Repayment of convertible
note & costs (11,478) - - - - (11,478)

Balance at 30.06.10 47,698,556 1,041,408 1,438,080 (49,292,389) 87,507 973,162

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The financial statements are general purpose financial statements that have been prepared in accordance with Accounting
Standards of the Australian Accounting Standards Board and the Corporations Act 2001.
The financial statements cover the economic entity of Sihayo Gold Limited and its controlled entities, and was authorised
for issue in accordance with a resolution of the directors on 29 September 2010. Sihayo Gold Limited is a listed public
company, incorporated and domiciled in Australia.
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the
financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
Statement of Compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting
Standards (AASBs) and the Corporations Act 2001. The consolidated financial report of the Company also complies with
International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board.
Separate financial statements for Sihayo Gold Limited as an individual entity are no longer presented as the consequence
of a change to the Corporations Act 2001, however required financial information for Sihayo Gold Limited as an individual
entity is included in Note 12.
Adoption of New and Revised Accounting Standards
In the current year, the group has adopted all of the new and revised standards and interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting
period. The adoption of these new and revised Standards and Interpretations has not resulted in any material changes to
the Group’s accounting policies.
At the date of authorisation of the financial statements, certain new accounting standards and interpretations have been
published that are not mandatory for 30 June 2010 reporting periods. The assessment of the impact of new standards and
interpretations that may affect the Group is set out below:
• AASB 9: Financial Instruments and AASB 2009–11: Amendments to Australian Accounting Standards arising from
AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations
10 & 12] (applicable for annual reporting periods commencing on or after 1 January 2013).
These standards are applicable retrospectively and amend the classification and measurement of financial assets. The
Group has not yet determined the potential impact on the financial statements.
• AASB 124: Related Party Disclosures (applicable for annual reporting periods commencing on or after 1 January
2011).
This standard removes the requirement for government related entities to disclose details of all transactions with the
government and other government related entities and clarifies the definition of a related party to remove
inconsistencies and simplify the structure of the standard. No changes are expected to materially affect the Group.
• AASB 2009–8: Amendments to Australian Accounting Standards — Group Cash-settled Share-based Payment
Transactions [AASB 2] (applicable for annual reporting periods commencing on or after 1 January 2010).
These amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or
individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle
the share-based payment transaction.
The amendments incorporate the requirements previously included in Interpretation 8 and Interpretation 11 and as a
consequence, these two Interpretations are superseded by the amendments. These amendments are not expected to
impact the Group.
• AASB 2009–10: Amendments to Australian Accounting Standards — Classification of Rights Issues [AASB 132]
(applicable for annual reporting periods commencing on or after 1 February 2010).
These amendments clarify that rights, options or warrants to acquire a fixed number of an entity’s own equity
instruments for a fixed amount in any currency are equity instruments if the entity offers the rights, options or warrants
pro-rata to all existing owners of the same class of its own non-derivative equity instruments. These amendments are
not expected to impact the Group.

40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


• AASB Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments (applicable for annual reporting
periods commencing on or after 1 July 2010).
This Interpretation deals with how a debtor would account for the extinguishment of a liability through the issue of
equity instruments. The Interpretation states that the issue of equity should be treated as the consideration paid to
extinguish the liability, and the equity instruments issued should be recognised at their fair value unless fair value
cannot be measured reliably in which case they shall be measured at the fair value of the liability extinguished. The
Interpretation deals with situations where either partial or full settlement of the liability has occurred. This
Interpretation is not expected to impact the Group.
The Group does not anticipate the early adoption of any of the above Australian Accounting Standards.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of
selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been
applied.
Accounting Policies
(a) Going Concern
The consolidated financial statements have been prepared on a going concern basis.
However, the ability of the Company and the consolidated entity to actively explore and continue as a going concern, and
to meet their debts and commitments as they fall due, is dependant upon further capital raisings.
The Directors are confident that the Company will be successful in raising further capital and, accordingly, have prepared
the financial statements on a going concern basis. At this time, the directors are of the opinion that no asset is likely to be
realised for an amount less than the amount at which it is recorded in the financial report at 30 June 2010. Accordingly, no
adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying
amounts or the amounts and classification of liabilities that might be necessary should the Company not continue as a
going concern.
(b) Principles of Consolidation
A controlled entity is any entity Sihayo Gold Limited has the power to control the financial and operating policies of so as to
obtain benefits from its activities.
A list of controlled entities is contained in Note 19 to the financial statements. All controlled entities have a June financial
year end.
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Sihayo Gold
Limited at reporting date. A controlled entity is any entity over which Sihayo Gold Limited has the power to govern the
financial and operating policies so as to obtain benefits from its activities. Control will generally exist when the parent
owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to
govern, the existence and effect of holdings of actual and potential voting rights are also considered.
Where controlled entities have entered or left the group during the year, the financial performance of those entities are
included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 19 to the
financial statements.
In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the
consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with those adopted by the parent entity.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown
separately within the Equity section of the consolidated Statement of Financial Position and Statement of Comprehensive
Income. The non-controlling interest’s interest in the net assets comprise their interests at the date of the original business
combination and their share of changes in equity since that date.
(c) Business Combinations
The purchase method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the assets
given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any non-controlling
interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree
either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are
expensed as incurred.

41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


Where equity instruments are issued in a business combination, the fair value of the instruments is their published market
price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date
of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable
measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of
the cost of the business combination over the fair value of the Group’s share of the identifiable net assets acquired is
recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is
recognised directly in the Statement of Comprehensive Income, but only after a reassessment of the identification and
measurement of the net assets acquired.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity
interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate
at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
(d) Income Tax
The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or
disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet
date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will
be recognised from the initial recognition of an asset or liability, excluding business combination, where there is no effect
on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is
settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to
equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income tax legislation and the anticipation that the economic entity will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
(e) Property, Plant & Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated
depreciation and impairment losses.
Plant and equipment
Property, plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows
that will be received from the assets employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
Depreciation
The depreciable amount of all Property, Plant and Equipment (other than Leasehold Improvements and certain plant and
equipment which are based on the prime cost method) is based on the diminishing value method over their useful lives to
the Company commencing from the time the assets are held ready for use. The depreciation rates used for plant and
equipment vary between 2.5% and 40%.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying value is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses
are included in the income statement.

42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


(f) Acquisition of Assets
The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are
acquired. Cost is determined as the fair value of the assets given up, shares issued or liabilities undertaken at the date of
acquisition plus costs incidental to the acquisition. Where shares are issued in an acquisition, the value of the shares is
determined having reference to the fair value of the assets or net assets acquired, including goodwill or discount on
acquisition where applicable.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of the acquisition. The discount rate used is the rate at which a similar borrowing could be
obtained under comparable terms and conditions.
(g) Exploration and Evaluation Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of
interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful
development of the area or where activities in the areas have not yet reached a stage that permits reasonable assessment
of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to
abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the
area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
(h) Financial Instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related
contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market and are stated at amortised cost using the effective interest rate method.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and
amortisation.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to
determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
Impairment
At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been
impaired. Impairment losses are recognised in the income statement.
(i) Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether
there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the
asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying
value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.
(j) Interest in Joint Ventures
The economic entity’s share of the assets, liabilities, revenue and expenses of joint venture operations are included in the
appropriate items of the consolidated income statement and consolidated balance sheet.
The economic entity’s interest in joint venture entities are brought to account using the equity method of accounting in the
consolidated financial statements. The parent entity’s interest in joint venture entities are brought to account using the
cost method.

43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


(k) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which
is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year end exchange rate. Non-monetary items
measured at historical costs continue to be carried at the exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where
deferred in equity as qualifying cashflow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that
the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.
Group Companies
The financial results and position of foreign operations whose functional currency is different from the group’s presentation
currency are translated as follows:
• Assets and Liabilities are translated at year-end exchange rates prevailing at that reporting date.
• Income and expenses are translated at average exchange rates for the period.
Exchange rate differences arising on translation of foreign operations are transferred directly to the group’s foreign
currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period
in which the operation is disposed.
(l) Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets. Revenue from the sale of assets is recognised at the date that the contract is entered into.
All revenue is stated net of the amount of goods and services tax (GST).
(m) Employee Benefits
Provision is made for the group’s liability for employee benefits arising from services rendered by employees to balance
date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to
be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been
measured at the present value of the estimated future cash outflows to be made for those benefits.
(n) Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of a past event, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(o) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short
term borrowings in current liabilities on the balance sheet.
(p) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST is not
recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown
inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
(q) Share Based Payment Transactions
The group provides benefits to the directors and senior executives in the form of share-based payment transactions,
whereby services are rendered in exchange for shares or rights over shares (‘equity settled transactions’).
The cost of these equity settled transactions with directors is measured by reference to the fair value at the date at which
they are granted. The fair value is determined by an external valuer using the Black- Scholes model.

44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
price of the shares of Sihayo Gold Limited.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the market conditions are fulfilled.
The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the number of awards that in the opinion of the directors will
ultimately vest. The opinion is formed on the best available information at balance date. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in the determination of
fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon
market condition.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not
been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the
modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award,
and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they
were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per
share.
(r) Trade and Other Receivables
CURRENT
All trade debtors are recognised at the amounts receivable as they are due for settlement no more than 30 days from the
date of recognition.
Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off.
A provision for doubtful debts is raised when some doubt as to collection exists and in any event when the debt is more
than 60 days overdue.
NON-CURRENT
All debtors that are not expected to be received within 12 months of reporting date are included in non-current receivables.
Collectability of non-current receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are
written off. A provision for doubtful debts is raised when some doubt as to collection exists.
(s) Trade and Other Creditors
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the
financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(t) Operating Leases
Operating lease payments are charged to the Income Statement in the periods in which they are incurred, as this
represents the pattern of benefits derived from the leased assets.
(u) Significant Accounting Judgements, Estimates and Assumptions
Significant accounting judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart from
those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:
Exploration and evaluation assets
The Group’s accounting policy for exploration and evaluation expenditure is set out above. The application of this policy
necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in
particular, the assessment of whether economic quantities of reserves are found. Any such estimates and assumptions
may change as new information becomes available.
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of certain assets and liabilities within the next annual reporting period are:

45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued


Recovery of deferred assets
Deferred tax assets are recognised for deductible temporary differences when management considers that it is probable
that future taxable profits will be available to utilise those temporary differences.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The Group measures the cost of cash-settled share-based payments at
fair value at the grant date using the Black-Scholes model taking into account the terms and conditions upon which the
instruments were granted. 
(v) Operating Segments
The Company has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’
under which segment information is presented on the same basis as that used for internal reporting purposes.
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other
components. An operating segment’s operating results are reviewed regularly by the Board to make decisions about
resources to be allocated to the segment and assess its performance, and for which discrete financial information is
available.
(w) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.

2. RISK MANAGEMENT
(a) Interest rate risk
The Consolidated Entity and the Company’s exposure to interest rate risk, is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest rate on classes of
financial assets and liabilities. The Consolidated Entity and the Company do not have a major exposure in this area as the
interest rate earned on deposited funds does not vary greatly from month to month.
Consolidated Entity
2010
Fixed interest rate maturing in
Floating 1 year 1 to 5 More Non Total carrying Applicable
Interest or less years than 5 interest amount at interest rate
Rate years bearing balance sheet on 30 June
$ $ $ $ $ $ %
Financial Assets
Cash and cash
equivalents 1,358,675 - - - - 1,358,675 4%
Trade and other
receivables - - - - 530,514 530,514 -
Other financial assets - - - - 16,950 16,950 -
Deposits - 56,787 - - - 56,787 6%
Total Financial
Assets 1,358,675 56,787 - - 547,464 1,962,926

Financial Liabilities
Trade and other
payables - - - - 497,003 497,003 -
Other - - - - 23,731 23,731 -
Total Financial
Liabilities - - - - 520,734 520,734

46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

2. RISK MANAGEMENT continued


Consolidated Entity
2009
Fixed interest rate maturing in
Floating 1 year 1 to 5 More Non Total carrying Applicable
Interest or less years than 5 interest amount at interest rate
Rate years bearing balance sheet on 30 June
$ $ $ $ $ $ %
Financial Assets
Cash and cash
equivalents 917,881 - - - 917,881 2.50
Trade and other
receivables - - - - 84,286 84,286 -
Other financial assets - - - - 13,550 13,550
Deposits - 80,105 - - - 80,105 3.40-4.20
Total Financial
Assets 917,881 80,105 - - 97,836 1,095,822

Financial Liabilities
Trade and other payables - - - - 285,771 285,771 -
Convertible Note - 1,479,335 - - - 1,479,335 10
Other - - - - 23,857 23,857 -
Total Financial
Liabilities - 1,479,335 - - 309,628 1,788,963

(b) Credit Risk Exposures


The Consolidated Entity and the Company has no significant concentrations of credit risk. The maximum exposure to
credit risk at balance date is the carrying amount (net of provision of doubtful debts) of those assets as disclosed in the
balance sheet and note 23.
As the Consolidated Entity and Company does not presently have any debtors arising from sales, lending, significant stock
levels or any other credit risk, a formal credit risk management policy is not maintained.
(c) Foreign Currency Risk Management
The Consolidated Entity and the Company is exposed to fluctuations in foreign currencies arising from costs incurred at
overseas mineral exploration tenements. Overseas expenses are paid at the spot rate applicable on the date the invoice is
received. Please refer to Note 23 for further details. The Company has opened a USD bank account to manage
fluctuations in foreign currency.
(d) Liquidity Risk
Liquidity risk is the risk that the Consolidated Entity and the Company will not be able to meet its financial obligations as
they fall due. Financial obligations of the Consolidated Entity and the Company consist of trade creditors and other
payables.
The Company has not conducted a sensitivity analysis on credit or interest rate risk as the amounts are not considered
significant.

47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

2. RISK MANAGEMENT continued


(e) Financial Risk Management

2010 Level 1 Level 2 Level 3 Total


$ $ $ $
Financial assets - - - -
Shares in listed companies 16,950 - - 16,950
16,950 16,950
Financial liabilities - - - -
2009
Financial assets - - - -
Shares in listed companies 13,550 - - 13,550
13,550 13,550
Financial liabilities - - - -

Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets and liabilities have
been based on the closing quoted prices at reporting date, excluding transaction costs.
In valuing unlisted investments, included in Level 2 of the hierarchy, valuation techniques such as those using comparisons
to similar investments for which market observable prices are available have been adopted to determine the fair values of
these investments.
Derivative instruments are included in Level 2 of the hierarchy with the fair values determined using valuation techniques
incorporating observable market data relevant to the hedged position.

Consolidated
2010 2009
$ $
3. REVENUE
Revenue from outside the operating activities
Interest 41,249 11,378
Sale of investments 5,000 -
Foreign exchange gain - 8,982
Outside equity interest 10,944 -

Revenue from ordinary activities 57,193 20,360

3(a) LOSS BEFORE INCOME TAX


Net Expenses
The loss before income tax includes the following expenses:
(i) Expenses:
Exploration expenditure written off 7,505,976 1,847,780
Depreciation 14,424 15,767
Rental expenses 54,903 54,395
7,575,303 1,917,942

(ii) Numerical reconciliation of income tax


expense to prima facie tax payable:
Loss from ordinary activities before income tax expense (8,649,593) (2,895,178)

48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
2010 2009
$ $
3. REVENUE continued
3(b)INCOME TAX EXPENSE
Prima facie tax benefit on loss from ordinary activities: (2,594,878) (868,553)

Tax effect of amounts which are not deductible (taxable)


In calculating taxable income:
Proceeds received on sale of investment (1,500) -
Diminution of investments 4,398 -
Provisions 18,432 -
Entertainment 645 1,870
Share based payment 29,010 -
Other non deductible expenses 1,233 4,909
FX gains - (2,694)
Outside equity interest (3,283) -

(2,545,943) (864,468)

Movement in unrecognised temporary


Difference (25,644) 506,635

Tax effect of current year tax losses for which no deferred


tax asset has been recognised 2,571,587 357,833

Income tax expense - -

(ii) Unrecognised temporary differences


Deferred Tax Assets (at 30%)
Carried forward revenue tax losses 4,602,638 4,249,706
Carried forward capital tax losses 930,611 823,879
Carried forward foreign tax losses 1,937,966 1,841,885
Mineral exploration (@ 20%) 4,102,471 2,182,272
Provisions 18,432 145,244
Black hole expenditure 58,055 67,601

11,650,173 9,310,587

This benefit for tax losses will only be obtained if:


(i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit
from the deductions for the losses to be realised, or
(ii) the losses are transferred to an eligible entity in the consolidated entity, and
(iii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and
(iv) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from
the deductions for the losses.

49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
2010 2009
$ $
4. TRADE AND OTHER RECEIVABLES
CURRENT
Other debtors 530,514 84,268
Prepayments - 27,886

530,514 112,154

Other debtors
These amounts generally arise from transactions outside the usual
operating activities of the consolidated entity and are non-interest bearing.
The other debtors do not contain any impaired receivables.

5. OTHER FINANCIAL ASSETS


CURRENT
Investments listed on a prescribed stock exchange and
unlisted public companies 16,950 13,550

NON CURRENT
Investments in other entities at cost 1,104,494 1,839,624
Less Provision for Diminution (1,104,494) (1,839,624)

- -

Shares in controlled entities


The carrying value of the investments in controlled entities is dependent upon the successful development and exploitation
of the controlled entities’ tenements, or alternatively the sale of those tenements for at least carrying value.
Investments in other entities
Investments in other entities include the following:
• 9% interest in B Vijaykumar Technical Services Pvt Limited, a company involved in diamond exploration in India, with
an option to purchase a further 9% interest. As Oropa Indian Resources Pty Ltd, Sihayo Gold Limited’s wholly owned
subsidiary, no longer has significant influence over B Vijaykumar Technical Services Pvt Limited, the investment has
been transferred to other investments from investment in associates. This investment has been fully provided for.
• The 9.9% shareholding in CEPO Systems Pty Limited, was sold during the year and proceeds of $5,000 was received.
This investment had been fully provided for in the accounts.

50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
2010 2009
$ $
6. PROPERTY, PLANT AND EQUIPMENT
NON-CURRENT
Lease improvements at cost 7,642 12,729
Less: accumulated depreciation (2,392) (5,087)

5,250 7,642

Plant and equipment, at cost 84,302 73,759


Less: accumulated depreciation (12,543) (54,274)

71,759 19,485

Motor vehicles, at cost 102,148 26,697


Less: accumulated depreciation (15,705) (14,427)

86,443 12,270

Office equipment, at cost 134,451 146,129


Less: accumulated depreciation (19,257) (106,685)

115,194 39,444

Total property, plant and equipment 278,646 78,841

Reconciliations
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the
current financial year are set out below:

2010
Consolidated Leasehold Plant & Motor Office Total
Improvements Equipment Vehicles Equipment
$ $ $ $ $
Carrying amount at
1 July 2009 7,642 19,485 12,270 39,444 78,841
Effect of foreign currency translation - (832) (162) (604) (1,598)
Additions - 65,649 90,041 95,609 251,299
Write-offs & reclassification - (246) - (5,206) (5,452)
Depreciation expense (2,392) (12,297) (15,706) (14,049) (44,444)
Carrying amount at 30 June 2010 5,250 71,759 86,443 115,194 278,646

*Depreciation included in the statement of comprehensive income of $14,424 represents the parent entity and it’s wholly owned subsidiary’s deprecation.
The difference of $30,020 has been capitalised to mineral exploration and relates to API.

51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

6. PROPERTY, PLANT AND EQUIPMENT continued


2009
Consolidated Leasehold Plant & Motor Office Total
Improvements Equipment Vehicles Equipment
$ $ $ $ $
Carrying amount at 1 July 2008 10,033 21,346 16,823 49,931 98,133
Effect of foreign currency translation - 2,527 788 2,443 5,758
Additions - 4,565 - 1,134 5,699
Write-offs & reclassification - - - - -
Depreciation expense (2,391) (8,953) (5,341) (14,064) (30,749)
Carrying amount at 30 June 2009 7,642 19,485 12,270 39,444 78,841

Consolidated
2010 2009
$ $
7. OTHER ASSETS
NON CURRENT
Deposits 56,787 80,105

Deposits
Deposits of $56,787 include a building rental deposit
of USD $11,076 (2009: USD $4,174).

NON CURRENT
Mining exploration and evaluation
Expenditure
Expenditure incurred during the year 7,505,976 1,847,780
Expenditure written off during the year (7,505,976) (1,847,780)
- -
Some of the Company’s exploration properties are subject
to claim(s) under native title. As a result, exploration properties
or areas within the tenements may be subject to exploration
and/or mining restrictions.

52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
2010 2009
$ $
8. TRADE AND OTHER PAYABLES
CURRENT
Other creditors 93,123 109,884
Related party payables (API’s) 403,880 175,887
Accruals 35,000 20,000

532,003 305,771

9. PROVISIONS
CURRENT
Employee Entitlements 663,227 480,547
Taxation 36,175 9,065

699,402 489,612

NON CURRENT
Employee Entitlements- long service leave 13,274 10,500

2010 2009
No No
Employee numbers
Average number of employees during the financial year 52 37

Consolidated
2010 2009
$ $
10. CONTRIBUTED EQUITY
Issued Capital
Fully paid – Ordinary shares
513,067,808 (2009 – 239,613,275) 47,698,556 36,429,079
Shares to be issued - 387,500

47,698,556 36,816,579

53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

10. CONTRIBUTED EQUITY continued


Movements in ordinary share capital of the Company during the past two years were as follows:
Number $
01/07/2008 Opening balance 184,451,912 35,141,145

15/07/2008 Share issue 7,636,362 420,000


07/10/2008 Share issue 7,576,000 383,500
09/02/2009 Share issue 20,461,539 301,000
17/04/2009 Share issue 14,487,461 188,337
28/11/2008 Exercise of option 1 -
10/06/2009 Conversion of Convertible Note 5,000,000 100,000
30/06/2009 Share issue costs - (104,903)
Balance at 30 June 2009 239,613,275 36,429,079

06/07/2009 Share purchase plan allotment 15,196,118 387,500


29/09/2009 Share issue 38,221,409 1,528,856
01/10/2009 Conversion of Convertible Note 5,000,000 100,000
14/10/2009 Conversion of Convertible Notes 10,000,000 200,000
21/10/2009 Conversion of Convertible Notes 15,000,000 300,000
28/10/2009 Conversion of Convertible Note 5,000,000 100,000
23/11/2009 Conversion of Convertible Notes 43,099,902 861,998
01/12/2009 Share issue 24,071,720 962,869
23/12/2009 Share issue 30,000,000 1,500,000
31/12/2009 Share issue costs - (71,088)
09/02/2010 Share issue 40,000,000 2,800,000
22/03/2010 Share issue 25,000,000 1,500,000
28/05/2010 Share issue 19,500,000 975,000
30/06/2010 Share issue 3,365,384 168,269
30/06/2010 Convertible note costs - (11,378)
30/06/2010 Share issue costs - (32,549)

513,067,808 47,698,556
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Consolidated
2010 2009
$ $
11. RESERVES AND ACCUMULATED LOSSES
(a) Option Premium Reserve
Balance at the beginning of the financial year 944,708 823,276
Options issued during the year 96,700 121,432

Balance at the end of the financial year 1,041,408 944,708

54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Consolidated
2010 2009
$ $
11. RESERVES AND ACCUMULATED LOSSES continued
The Option Premium Reserve is used to record the value of options
issued during the year under the Black-Scholes method. When options
are exercised the credit is transferred to share capital.

(b) Equity Reserve


Balance at the beginning of the financial year 27,862 -
Convertible notes issued/(exercised) (27,862) 27,862

Balance at the end of the financial year - 27,862

Options
As at 30 June 2010 the Company had the following options on issue:
• 13,280,376 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the
expiry date of 31 January 2011.
• 8,500,000 director unlisted options exercisable at 15 cents at any time on or before the expiry date of 31 May 2013.
• 11,609,116 unlisted options exercisable at 5 cents at any time on or before the expiry date of 31 August 2011.
• 7,500,000 unlisted options exercisable at 5 cents at any time on or before the expiry date of 26 August 2011
• 3,000,000 unlisted options exercisable at 5 cents at any time on or before the expiry date of 31 August 2011
• 2,000,000 unlisted options exercisable at 7.5 cents at any time on or before 30 June 2012.
• 2,000,000 unlisted options exercisable at 10 cents at any time on or before 30 June 2013.

All options, except for unlisted options, are quoted on the Australian Securities Exchange Limited.

The following options were issued during the year:


• 3,000,000 unlisted options exercisable at 5 cents at any time on or before the expiry date of 31 August 2011
• 2,000,000 unlisted options exercisable at 7.5 cents at any time on or before 30 June 2012.
• 2,000,000 unlisted options exercisable at 10 cents at any time on or before 30 June 2013.

The following options lapsed during the year:


• 12,791,439 options to subscribe for fully paid ordinary shares exercisable at 20 cents at any time on or before the
expiry date of 31 January 2010.
• 2,700,000 unlisted employee options exercisable at 13 cents at any time on or before the expiry date of 31 December
2009.
Consolidated
2010 2009
$ $
(c) Foreign Currency Reserve
Balance at the beginning of the financial year 1,648,652 1,631,570
Movement for the year (210,572) 17,082
1,438,080 1,648,652

(d) Accumulated Losses


Balance at the beginning of the financial year (40,642,796) (37,747,618)
Net losses attributable to members of Sihayo Gold Limited (8,649,593) (2,895,178)
(49,292,389) (40,642,796)

55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

Parent
2010 2009
$ $
12. PARENT ENTITY DISCLOSURE NOTE
FINANCIAL POSITION
Assets
Current Assets 1,296,846 956,967
Non current assets 91,803 87,071

Total assets 1,388,649 1,044,038

Liabilities
Current liabilities 176,010 1,772,270
Non current liabilities 13,274 10,500

Total liabilities 189,284 1,782,770

Equity
Issued capital 47,698,546 36,816,579
Retained earnings (47,540,590) (38,527,881)

Reserves
Option premium reserve 1,041,409 944,708
Equity reserve - 27,862

Total Equity 1,199,365 (738,732)

FINANCIAL PERFORMANCE
Loss for the year 9,012,709 2,590,479
Other comprehensive income - -

Total comprehensive income 9,012,709 2,590,479

The parent entity did not enter into any guarantees in relation to the debts of its subsidiaries for 2009 or 2010.
The parent entity did not have any contingent liabilities for 2009 or 2010.

The parent entity did not enter into any commitments for the acquisition of property, plant and equipment for 2009 or 2010.

56
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

13. SHARE BASED PAYMENT PLAN


Share-based payment plan
The following table illustrates the number (No.) and weighted average exercise price (WAEP) of and movements in share
options issued during the year:

2010 2010 2009 2009


No WAEP No WAEP
Cents Cents

Outstanding at the beginning of the year 11,200,000 14.00 11,700,000 14.00


Granted during the year 7,000,000 22.50 -
-
Forfeited during the year - - -
-
Exercised during the year - - -
-
Expired during the year (2,700,000) - (500,000) -

Outstanding at the end of the year 15,500,000 11.45 11,200,000 14.00

The outstanding balance as at 30 June 2010 is represented by:

8,500,000 unlisted director options to subscribe for fully paid ordinary shares exercisable at 15 cents at any time on or
before the expiry date of 31 May 2013.
3,000,000 unlisted options exercisable at 5 cents at any time on or before 31 August 2011.
2,000,000 unlisted options exercisable at 7.5 cents at any time on or before 30 June 2012.
2,000,000 unlisted options exercisable at 10 cents at any time on or before 30 June 2013.

The following table lists the inputs to the model used for the year ended 30 June 2010.

2010 2009 2009


$0.10 $0.075 $0.05

Dividend yield (%) 0 0 0


Expected volatility (%) 50 50 100
Risk-free interest rate (%) 4 4 3
Expected life of options (years) 3.32 2.32 2.10
Option exercise price ($) 0.10 0.075 0.05
Weighted average share price at grant date ($) 0.06 0.06 0.05

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcome. No other features of options were incorporated into the measurement of fair
value.
The fair value of the cash-settled options is measured at the grant date using the Black-Scholes options pricing model
taking into account the terms and conditions upon which the instruments were granted. The services received and a
liability to pay for those services are recognised over the expected vesting period. Until the liability is settled, it is
remeasured at each reporting date with changes in fair value recognised in profit or loss.

57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

14. KEY MANAGEMENT PERSONNEL DISCLOSURE


Names and positions held of parent entity key management personnel in office at any time during the financial year are:

Key Management Personnel


Philip Christie Director (resigned on 19 October 2010)
Misha Collins Non Executive Director
Ian Macpherson Non Executive Director (resigned 3 June 2010)
Paul Willis Executive Director & CEO (appointed 29 September 2009)
Gavin Caudle Non Executive Director (appointed 8 April 2010)
Peter Bilbe Non Executive Director (appointed 3 June 2010)
William John Blake Non Executive Director (appointed 4 June 2010)
Tony Martin Chief Executive Office (resigned 26 April 2010)
Greg Entwistle Chief Operating Officer (appointed 5 March 2010)
Dean Pluckhahn Senior Geologist (ceased employment 30 June 2010)

There are no executives (other than directors) with authority for strategic decision and management.

(a) Compensation for Key Management Personnel


Consolidated
2010 2009
$ $
Short-term employee benefits 615,390 551,760
Non monetary benefit 11,125 11,118
Post employment benefits 17,171 21,114
Other long-term benefits - -
Termination benefits 38,000 -
Share based payments 96,700 -

778,386 583,992

58
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

14. KEY MANAGEMENT PERSONNEL DISCLOSURE continued


(b) Option holdings of key management personnel (consolidated)
The number of options over ordinary shares in the Company held during the financial year by each director of Sihayo Gold
Limited, including their personally-related entities, are set out below.

Vested at 30 June 2010


30 June 2010 Balance at Granted Options Net change Balance Total Exercisable
beginning as exercised other at end
of period remuneration of period
1 July 09 30 June 10
P Christie
(resigned 19/10/09) 2,725,202 - - - N/A 2,725,202 2,725,202
M Collins 1,000,000 - - - 1,000,000 1,000,000 1,000,000
I Macpherson
(resigned 03/06/10) 4,974,500 - - - N/A 4,974,500 4,974,500
P Willis - - - - - - -
P Bilbe - - - - - - -
WJ Blake - - - - - - -
G Caudle - - - - - - -
T Martin
(resigned 26/04/10) - 3,000,000 - - N/A 3,000,000 3,000,000
G Entwistle - 4,000,000 - - 4,000,000 4,000,000 4,000,000
D Pluckhahn
(resigned 30/06/10) 500,000 - - (500,000)
(Expired 31.12.09) N/A - -

Vested at 30 June 2009


30 June 2009 Balance at Granted Options Net change Balance Total Exercisable
beginning as exercised other at end
of period remuneration of period
1 July 09 30 June 09
P Christie 3,025,202 - - (300,000) 2,725,202 2,725,202 2,725,202
B Hurley
(resigned 27/11/08) 2,500,000 - - (300,000) N/A 2,200,000 2,200,000
R Murchison
(resigned 27/11/08) 1,601,408 - - (200,000) N/A 1,401,408 1,401,408
B Tomich
(resigned 19/06/09) 1,500,000 - - (200,000) N/A 1,300,000 1,300,000
D Pluckhahn 500,000 - - - 500,000 500,000 500,000
M Collins - - - 1,000,000 1,000,000 1,000,000 1,000,000
I Macpherson - - - 4,974,500 4,974,500 4,974,500 4,974,500

59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

14. KEY MANAGEMENT PERSONNEL DISCLOSURE continued


(c) Shareholdings of key management personnel (consolidated)
The number of shares held in the Company during the financial year by each director of Sihayo Gold Limited, including their
personally-related entities, are set out below:

Balance Granted as On Net Directors Balance


1 July 09 remuner- exercise change balances 30 June 10
ation of options other as at date
of resigning/
terminated
30 June 2010 Ord Pref Ord Pref Ord Pref Ord Pref Ord Ord
P Christie 624,852 - - - - - - - 624,852 -
M Collins 17,275,496 - - - - - 254,078 - - 17,529,574
I Macpherson 9,949,000 - - - - - 22,035,329 - 31,894,329 -
P Willis - - - - - - 46,221,409 - - 46,221,409

(c) Shareholdings of key management personnel (consolidated)


Balance Granted as On Net Directors Balance
1 July 09 remuner- exercise change balances 30 June 10
ation of options other as at date
of resigning/
terminated
30 June 2010 Ord Pref Ord Pref Ord Pref Ord Pref Ord Ord
P Bilbe - - - - - 420,000 - - 420,000
WJ Blake - - - - - - - - - -
G Caudle - - - - - - 75,690,000 - - 75,690,000
T Martin - - - - - - - - - -
G Entwistle - - - - - - - - - -
D Pluckhahn - - - - - - - - - -

Balance Granted as On Net Directors Balance


1 July 08 remuner- exercise change balances 30 June 09
ation of options other as at date
of resigning/
terminated
30 June 2009 Ord Pref Ord Pref Ord Pref Ord Pref Ord Ord
PCJ Christie 574,852 - - - - 50,000 - - 624,852
BJ Hurley 741,092 - - - - - - 741,092 N/A
RG Murchison 749,852 - - - - 100,000 - 849,852 N/A
BNV Tomich 239,000 - - - - 1,081,000 - 1,320,000 N/A
D Pluckhahn - - - - - - - - -
M Collins - - - - - 17,275,496 - - 17,275,496
I Macpherson - - - - - 9,949,000 - - 9,949,000

60
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

14. KEY MANAGEMENT PERSONNEL DISCLOSURE continued


(d) Convertible Note holdings of key management personnel (consolidated)
The number of convertible notes held in the Company during the financial year held by each director of Sihayo Gold
Limited, including their personally-related entities, are set out below:

30 June 2010 Balance Interest Converted Balance


1 Jul 2009 Receivable 30 June 2010
P Christie - - - -
M Collins - - - -
I Macpherson 20,000,000 1,238,356 21,238,356 -
P Willis - - - -
P Bilbe - - - -
WJ Blake - - - -
G Caudle - - - -
T Martin - - - -
G Entwistle - - - -
D Pluckhahn - - - -

FATS Pty Ltd an associated entity of Mr Macpherson converted notes of 20,000,000 into shares during October 2009 and
interest receivable of $24,767.12 into 1,238,356 shares.

30 June 2009 Balance Purchased Converted Balance


1 Jul 2008 30 June 2009
P Christie - - - -
B Hurley - - - -
R Murchison - - - -
B Tomich - - - -
D Pluckhahn - - - -
M Collins - - - -
I Macpherson - 20,000,000 - 20,000,000
D Pluckhahn - - - -

Consolidated
2010 2009
$ $
15. REMUNERATION OF AUDITORS
Remuneration for audit or review of the financial reports of the
parent entity or any entity in the consolidated entity

Stantons International 63,112 35,592


Other 15,679 16,846

78,791 52,438

61
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

16. CONTINGENT ASSETS AND LIABILITIES


The only contingent asset the parent and consolidated entity have is 1,000,000 options exercisable at 20 cents in the
company Southern Cross Goldfields Limited. These options only vest upon the company discovering a minimum of
250,000 ounces of gold or 5,000 tonnes of nickel in the situ in the Golden Valley Tenements.

17. RELATED PARTIES


Directors and specified executives
Disclosures relating to directors and specified executives are set out in the director’s report and as detailed in Note 14.
Wholly owned Group
The wholly-owned group consists of Sihayo Gold Limited and its wholly-owned subsidiaries Inland Goldmines Pty Limited,
Excelsior Resources Pty Limited, Oropa Technologies Pty Limited, Oropa Indian Resources Pty Limited and Oropa
Exploration Pty Limited.
Sihayo Gold Limited owns 100% of the shares in Aberfoyle Pungkut Investments Pte Ltd (API). API holds a 75% interest in
PT Sorikmas Mining, with the Indonesian Government mining company, P.T. Aneka Tambang holding the remaining 25%.
Transactions between Sihayo Gold Limited and related parties in the wholly-owned group during the year ended 30 June
2010 consisted of loans on an interest free basis with no fixed term and no specific repayment arrangements. Sihayo Gold
Limited made an additional provision for doubtful debts of $7,590,096 in its accounts for the year ended 30 June 2010
(2009 - $2,462,770) in relation to the loans made to its subsidiaries. No other amounts were included in the determination
of operating loss before tax of the parent entity that resulted from transactions with related parties in the group.
Other related parties
Aggregate amounts receivable from related parties in the wholly owned group at balance date were as follows:

Parent Entity
2010 2009
$ $
Non-current receivables 21,821,711 14,231,615
Provision for doubtful debts (21,821,711) (14,231,615)
- -

An amount of $247,880 (2009 - $247,880) is still outstanding from an advance to B Vijaykumar Chhattisgarh Exploration
Private Ltd, being a subsidiary of a company that the consolidated entity has an investment in. This amount was used to
fund diamond exploration activities in India. The loan is interest free. The loan has been fully provided for in the accounts.

18. EXPENDITURE COMMITMENTS


Exploration Commitments
In order to maintain current rights of tenure to exploration tenements, the Company and consolidated entity were
previously required to outlay lease rentals and to meet the minimum expenditure requirements of the Mines Departments.
The following relates to expenditure commitments in Malawi.

Consolidated
2010 2009
$ $
Not later than one year 404,176 801,841
Later than one year, but not later than two years - 1,281,657

404,176 2,083,498

62
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

18. EXPENDITURE COMMITMENTS continued


Expenditure Commitments in Malawi
Sihayo Gold Limited did hold three exclusive prospecting licenses in Malawi with a combined area of 3,648 km2. During
the year the licenses for the Mzimba Northwest and Chitunde Projects expired on 27 June 2010. There is approximately
six months remaining on the license for Chizani which is due to expire on 12 December 2010. Proposed expenditure on
the project is US $346,100.
The following renewal applications were lodged in March 2010 requesting a two year extension on the above licenses:

Project Name Tenement Area Applied (km2) Equity %


Chitunde EPL0212/2007 98 100
Mzimba Northwest EPL0211/2007 1,083 100
Chizani EPL0223/2007 636 100

On 23 August 2010 the following renewal applications were lodged again due to a change of co-ordinates as advised by
the Minister of Mines in Malawi:

Project Name Tenement Area Applied (km2) Equity %


Mzimba Northwest EPL0211/2007 1,106 100
Chizani EPL0223/2007 634 100

The subsidiary Oropa Exploration Pty Ltd has ownership of the Malawi project.

PT Sorikmas Mining Commitments


Under the Contract of Work (CoW), the Company was required to spend certain minimum expenditures in respect of the
contract area for the General Survey Period and Exploration Period as follows:

US$ / km2
General survey period 100
Exploration period 1,100

As at 30 June 2010, PT Sorikmas Mining had fulfilled its expenditure commitments in respect of the General Survey Period
and Exploration Period.

Operating Leases - Rent


Commitments for minimum lease payments in relation to non cancellable operating leases are payable as follows:

Consolidated
2010 2009
$ $
Not later than one year 67,364 46,575
Later than one year, but not later than two years 67,900 -
Later than two years but not more than three years 73,558 -

208,822 46,575

Sihayo Gold Limited has entered into a new three year lease for 25 Charles Street, South Perth commencing 1 August 2010
at $67,900 pa.

63
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

18. EXPENDITURE COMMITMENTS continued


Other Commitments
The Company currently has no other capital commitments as at 30 June 2010.
Capital Commitments
There were no outstanding capital commitments not provided for in the financial statements of the Company as at 30 June
2010 or 30 June 2009.

19. INVESTMENTS IN CONTROLLED ENTITIES

Controlled Entities: Class of Cost of Parent Entity’s Equity Holding


Shares Investment
2010 2009 2010 2009
Inland Goldmines Pty Limited
(incorporated in Australia) Ordinary 583,942 583,942 100% 100%
Excelsior Resources Pty Limited
(incorporated in Australia) Ordinary 1,062,900 1,062,900 100% 100%
Oropa Technologies Pty Ltd
(incorporated in Australia) Ordinary 1 1 100% 100%
Oropa Indian Resources Pty
Limited (incorporated in Australia) Ordinary 1 1 100% 100%
Oropa Exploration Pty Limited
(incorporated in Australia) Ordinary 1 1 100% 100%
Aberfoyle Pungkut Investments
Pte Ltd(a) (incorporated in Singapore) Ordinary 697,537 697,537 100% 100%
PT Sorikmas Mining (b)
(incorporated in Indonesia) 75% 75%
2,344,382 2,344,382

When Sihayo Gold Limited issued 9,259,259 shares as consideration for exercising the option to acquire 100% of the
shares in Aberfoyle Pungkut Indonesia Pte Ltd, it was assigned the vendors receivables from Aberfoyle Pungkut
Investments Pte Ltd and PT Sorikmas Mining. This reduced the cost of the investment in Aberfoyle Pungkut Investments
Pte Ltd.
Aberfoyle Pungkut Investments Pte Ltd holds a 75% interest in PT Sorikmas Mining, with an Indonesian Government
mining company PT Aneka Tambang holding the remaining 25%. The outside equity interest in PT Sorikmas Mining
equates to 25% of the issued capital of USD $300,000, being AUD $87,507 as at 30 June 2010 (2009: AUD $98,451).

64
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

20. NOTES TO THE CASH FLOW STATEMENT


(a) Reconciliation of Cash and Cash Equivalents
For the purposes of the Statement of Cash Flows cash includes cash and cash equivalents on hand and at call deposits
with banks, and investments in money market instruments net of outstanding bank overdrafts. Cash and cash equivalents
at the end of the financial year as shown in the Statements of Cash Flows is reconciled to the related items in the Balance
Sheet as follows:
Consolidated
2010 2009
$ $
Cash at Bank 1,358,675 917,881

(b) Reconciliation of operating loss after income tax


to net cash flow from operating activities
Operating (loss) after income tax (8,649,593) (2,895,178)

Non Cash Items


Depreciation 14,424 15,767
Exploration costs written off 7,505,976 1,847,780
Convertible note costs 54,743 181,199
Plant & equipment written off 5,466 -
Share based payments 96,700 -
Diminution in investments 11,260 32,897

Change in operating assets and liabilities, net of effects from purchase


controlled entity
(Increase) / decrease in trade and other receivables (418,360) 35,471
Increase / (decrease) in payables 226,232 77,610
Increase / (decrease) in provisions 212,563 105,797
Increase / (decrease) in other liabilities (1,195) -
Increase / (decrease) in FX (120,257) (34,324)

Net cash (outflow) from operating activities (1,062,041) (632,981)

21. EARNINGS PER SHARE

(a) Basic and diluted loss per share (in cents) (2.23) (1.39)
(b) Weighted average number of shares outstanding during the
year used in the calculation of basic earnings per share 387,727,020 208,411,068

As the Company made a loss for the year, diluted earnings


per share is the same as earnings per share.

Reconciliation of earnings used in calculating basic earnings per share


Net Loss (8,649,593) (2,895,178)

65
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

22. JOINT VENTURES


The consolidated entity has interests in the following unincorporated exploration joint ventures:

Joint Venture Joint Venture Partner Principal Activities Interest Interest


2010 2009
Aberfoyle Pungkut Investments Indonesian Government Mineral exploration 75% 75%
Ptd Ltd Pungkut

At balance date there was no exploration and evaluation expenditure in respect of areas of interest subject to joint ventures
included in other non-current assets of the consolidated entity and Company. For details of capital expenditure
commitments relating to joint ventures, refer to note 18.
The projects detailed below, the consolidated entity and the parent entity once held an equity interest in the projects, but
subsequently has sold them, however they have retained the right to receive royalties on the projects.

Parent Entity
Sihayo Gold Limited
Project Principal Activities Interest Interest
2010 2009
Mt Keith Mineral exploration 2% Royalty 2% Royalty
Controlled Entities:
Excelsior Resources Pty Limited
Project Principal Activities Interest Interest
2010 2009
Mulgabbie Mineral exploration 2% Royalty 2% Royalty

23. FINANCIAL INSTRUMENTS


Net Fair Value of Financial Assets and Liabilities
The net fair value of financial assets and financial liabilities of the Company approximates their carrying value. The Group
and the parent hold the following financial instruments:
Consolidated
2010 2009
$ $
Financial Assets
Cash and cash equivalents 1,358,675 917,881
Trade and other receivables 530,514 112,154
Other financial assets 16,950 13,550
Security deposits 56,787 80,105

Total Financial Assets 1,962,926 1,123,690

Financial Liabilities
Trade and other payables 497,003 305,771
Convertible Note - 1,479,335
Other liabilities 23,731 23,857

Total Financial Liabilities 520,734 1,808,963

66
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

23. FINANCIAL INSTRUMENTS continued


Credit Risk
The Company’s maximum exposure to credit risk at the reporting date was as detailed below:
Consolidated
2010 2009
$ $
Financial Assets
Cash and cash equivalents 1,358,675 917,881
Trade and other receivables 530,514 112,154
Other financial assets 16,950 13,550
Security deposits 56,787 80,105

Total Financial Assets 1,962,926 1,123,690

Impairment Losses
No impairment loss was recognised in either 2009 or 2010 with regards to receivables. The Company does not have any
material credit risk exposure to any single debtor or group of debtors under financial instruments entered by the economic
entity.
Foreign currency risk management
The Consolidated Entity and Company undertake certain transactions denominated in foreign currencies, hence exposures
to exchange rate fluctuations arise. Sihayo Gold Limited has opened a US Bank Account to manage exchange rate
fluctuations.
The carrying amount of the Consolidated Entity’s foreign currency denominated assets and liabilities at the reporting date
in Australian dollars is as follows:

Liabilities Assets
2010 2009 2010 2009
$ $ $ $
Australian Dollars 1,050,904 497,799 845,142 147,035

The table below details financial assets and liabilities of the consolidated entity exposed to foreign currency risk.

Consolidated
2010 2009
$ $
Cash and cash equivalents
SGD 620,829 121,013
USD 218,096 35,654

Trade and other payables


SGD 1,050,904 50,525
USD 346,154 341,460

67
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

23. FINANCIAL INSTRUMENTS continued


Sensitivity Analysis
The table below summarises the impact of a 10% weakening/strengthening of the Australian dollar against the Singaporean
dollar and the US dollar in the movement of the financial assets and liabilities listed in the previous table.

Consolidated
Impact on post-tax profit and accumulated losses AUD 2010 2009
SGD / USD +10% - -
SGD / USD -10 - -

Consolidated
Impact on equity reserve only AUD 2010 2009
SGD +10% 20,087 7,832
SGD -10% (20,087) (7,832)
USD +10% 10,977 24,611
USD -10% (10,977) (24,611)

24. EVENTS OCCURRING AFTER REPORTING DATE


On 28 July 2010 the Company announced a fundraising deal of $10.8 million. This was a private share placement fully
underwritten by the Company’s largest shareholder Summit Investments Pty Ltd. 76.9 million shares are to be issued at a
price of 14 cents each.

On 29 July the Company announced that it had appointed a new Chief Geologist, Mr Graham Petersen. The following
securities were issued to him as part of his remuneration package:
1,500,000 options exercisable at 13.5 cents expiring on 31 July 2012.
1,500,000 options exercisable at 15.0 cents expiring on 31 July 2013.

25. SEGMENT INFORMATION


Primary Reporting – geographical segments
The geographical segments of the consolidated entity are as follows:
Revenue by geographical region
Revenue attributable to the Group disclosed below, based on where the revenue is generated from:
30 June 2010 30 June 2009
$ $
Australia 46,249 11,378
Africa - -
South East Asia - 8,982
India - -
Other foreign countries 10,944 -
Total revenue 57,193 20,360

Segment Result by geographical region


Australia (1,136,702) (1,024,016)
Africa (118,110) (187,330)
South East Asia (7,382,390) (1,638,578)
India (23,335) (45,254)
Segment Result (8,660,537) (2,895,178)

68
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010

25. SEGMENT INFORMATION continued


Assets by geographical region
The location of segment assets by geographical location of the assets is disclosed below:
30 June 2010 30 June 2009
$ $
Australia 1,388,660 1,044,918
Africa 7,448 10,575
South East Asia 845,142 147,035
India 322 3
Total Assets 2,241,572 1,202,531

Liabilities by geographical region


The location of segment assets by geographical location of the assets is disclosed below:

30 June 2010 30 June 2009


$ $
Australia 189,284 1,782,770
Africa - -
South East Asia 1,079,126 526,305
India - -
Total Liabilities 1,268,410 2,309,075

69
DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of Sihayo Gold Limited, I state that:

1. In the opinion of the directors:

(a) The financial statements, notes and the additional disclosures included in the directors’ report designated as audited,
of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2010 and
of their performance; and

(ii) complying with Accounting Standards and Corporations Regulations 2001; and

(b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.

(c) The financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with
section 295A of the Corporations Act 2001 for the financial year ended 30 June 2010.

On behalf of the Board

PAUL WILLIS
Director

29 September 2010

70
71
72
73
ADDITIONAL SHAREHOLDER INFORMATION

The following additional information dated 9 September 2010 is provided in compliance with the requirements of the Australian
Securities Exchange Limited.

1 DISTRIBUTION OF LISTED ORDINARY SHARES AND OPTIONS


(a) Analysis of numbers of shareholders by size of holding.

Distribution No. of shareholders Units % of issued Capital

1-1000 453 238,334 0.05


1,001-5,000 894 2,324,299 0.44
5,001-10,000 342 2,673,062 0.50
10,001-100,000 663 26,442,999 4.99
100,001 and above 269 497,769,114 94.02

Total 2,621 529,447,808 100

(b) There were 987 shareholders holding less than a marketable parcel.
(c) The percentage of the total of the twenty largest holders of ordinary shares was 71.27.

2 TWENTY LARGEST SHAREHOLDERS AND OPTION HOLDERS

Names No. of
shares %

Summit Investments Pty Ltd 75,690,000 14.30


HSBC Custody Nominees Australia Ltd 64,229,232 12.13
Yaw Chee Siew 47,690,000 9.01
FATS Pty Ltd 30,884,329 5.83
ANZ Nominees Ltd 25,378,547 4.79
Insight Capital Management Pty Ltd 16,294,039 3.08
Pettersson Bradley John 15,747,907 2.97
Citicorp Nominees Pty Ltd 14,585,956 2.75
Lion Selection Group Ltd 13,000,983 2.46
Asian Lion Ltd 12,068,466 2.28
Gemtwin Pty Ltd 10,000,000 1.89
Yaw Chee Siew 7,849,805 1.48
J P Morgan Nom Australia Ltd 7,309,047 1.38
DBS Vickers SEC Singapore 6,965,541 1.32
Ganesh International Ltd 6,430,120 1.21
HSBC Custody Nominees (Australia) Pty Ltd 5,600,000 1.06
Base Asia Pacific Ltd 5,454,545 1.03
Collins Anthony E & AC 4,268,000 0.81
Waferbell Ltd 4,160,990 0.79
Macquarie Bank Ltd 3,722,222 0.70

Total 377,329,729 71.27

74
ADDITIONAL SHAREHOLDER INFORMATION

The names of the twenty largest listed option holders (20cents - SIHO) Expiring 31/01/2011 are listed below:
Names No. of options %

Forza Family Pty ltd 3,350,000 25.23%


Georg Luzukic 1,341,823 10.10%
Robert A Cameron 1,134,000 8.54%
Shane A Heywood 1,000,000 7.53%
Cleardon Ltd 628,311 4.73%
Comsec Nominees Pty Ltd 507,695 3.82%
Martin Music 444,000 3.34%
Robert A Cameron 390,000 2.94%
Nathan Featherby 370,690 2.79%
Michael Jolob 350,000 2.64%
Invesco Nominees Pty Ltd 300,000 2.26%
Victorian Trading Pty Ltd 300,000 2.26%
Ganesh International Limited 269,250 2.03%
Jorac Pty Ltd 250,000 1.88%
Maria Leontina Fernandes 238,220 1.79%
Stephen J Anderson 207,150 1.56%
Tina M Gubbings 200,000 1.51%
Toufik Nimeh 200,000 1.51%
Johannes K Wang 200,000 1.51%
Callie Hughes 150,000 1.13%

11,831,139 89.10

3 SUBSTANTIAL SHAREHOLDERS
An extract from the Company’s register of substantial shareholders is set out below:

Ordinary Shares Held


Name Number %

Summit Investments 75,690,000 14.30


HSBC Custody Nominees 64,229,232 12.13
Mr Chee Siew Yaw 47,690,000 9.01
Fats Pty Ltd 30,884,329 5.83

75
ADDITIONAL SHAREHOLDER INFORMATION

4 VOTING RIGHTS

The Company‘s share capital is of one class with the following voting rights:
(a) Ordinary Shares
On a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
(b) Options
The Company‘s options have no voting rights.

5 RESTRICTED SECURITIES
There are no ordinary shares on issue that have been classified by the Australian Securities Exchange Limited, Perth as
restricted securities.

6 SECURITIES EXCHANGE LISTING


Sihayo Gold Limited shares are listed on the Australian Securities Exchange Limited. The home exchange is the Australian
Securities Exchange (Perth) Limited.

76
SUMMARY OF TENEMENTS HELD BY COMPANY
FOR THE YEAR ENDED 30 JUNE 2010

Project Name Tenement Approval Expiry Area Equity


Date Date (ha) %   

OROPA INDIAN RESOURCES PTY LTD


INDIA
Block D-7 22.01.00 4600km2 9(1)

PT SORKIMAS MINING
INDONESIA
Pungkut 96PK0042 31.05.96 66,200 75

OROPA EXPLORATION PTY LTD


MALAWI
Chitunde EPL0212/2007 27.06.07 27.06.10 196km2 100
Chitunde EPL0212/2007 U/A 98km2 100
2
Mzimba Northwest EPL0211/2007 27.06.07 27.06.10 2169km 100
Mzimba Northwest EPL0211/2007 U/A 1106km2 100
2
Chizani EPL0223/2007 12.12.07 12.12.10 1283km 100
Chizani EPL0223/2007 U/A 634km2 100

SIHAYO GOLD LIMITED


WESTERN AUSTRALIA
Mt. Keith
M53/490 11.06.04 10.06.25 582.00 0 (2)
M53/491 11.06.04 10.06.25 621.00 0 (2)

EXCELSIOR RESOURCES PTY LTD


Mulgabbie
ML28/364 25.03.09 24.03.30 54.3 0(2)
PL28/1078 22.09.08 21.09.12 98.0 0(2)
PL28/1079 22.09.08 21.09.12 143.7 0(2)
PL28/1080 22.09.08 21.09.12 140.7 0(2)
PL28/1081 22.09.08 21.09.12 191.4 0(2)
PL28/1082 22.09.08 21.09.12 120.0 0(2)

NOTES
(1) Option to increase interest to 18%
(2) 2% nett smelter royalty
U/A 2 year Extensions and area reductions Under Application

77
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