WEATHERLY INTERNATIONAL PLC  
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ANNUAL REPORT 2008 
 
26 February 2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
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Contents 
 
 
 
 
 
Company information ........................................................................................................................... 2 
Summary highlights .............................................................................................................................. 3 
Chairman’s statement .......................................................................................................................... 4 
Chief Executive’s review ...................................................................................................................... 6 
Directors’ report .................................................................................................................................. 11 
Corporate governance report ............................................................................................................. 17 
Directors’ remuneration report ............................................................................................................ 20 
Report of the independent auditor on the group financial statements ................................................ 23 
Consolidated income statement ......................................................................................................... 25 
Consolidated balance sheet ............................................................................................................... 26 
Consolidated statement of changes in equity ..................................................................................... 27 
Consolidated cash flow statement ...................................................................................................... 28 
Notes to the consolidated financial statements .................................................................................. 29 
Report of the independent auditor on the parent company financial statements ................................ 71 
Company balance sheet .................................................................................................................... 73 
Notes to the parent company financial statements ............................................................................. 74 
 
 
   WEATHERLY INTERNATIONAL PLC  
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2 
 
 
 
Company information 
 
 
Directors   W G Martinick (Non-executive Chairman) 
R J Webster (Chief Executive Officer) 
A Stephens (Non-executive) 
J Bryant (Non-executive) 
 
Secretary   Max Herbert 
 
Registered office  Marble Arch Tower 
55 Bryanston Street 
London W1H 7AJ 
 
Registered number  3954224 (England and Wales) 
 
Auditor   Grant Thornton UK LLP 
The Explorer Building 
Fleming Way 
Manor Royal 
Crawley RH10 9GT 
 
Bankers   Bank of Scotland 
   St James’s Gate 
   14-16 Cockspur Street, 
   London SW1Y 5BL 
 
Solicitors   Morrison & Foerster (UK) LLP  
CityPoint 
One Ropemaker Street 
London EC2Y 9AW 
 
Nominated adviser   Ambrian Partners Limited 
and co-broker  Old Change House 
   128 Queen Victoria Street 
London EC4V 4BJ 
 
Co-broker   Panmure Gordon Ltd/GMP Securities Europe LLP 
   155 Moorgate 
   London EC2M 6XB 
 
Registrars   Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
 
Investor relations  Cardew Group 
12 Suffolk Street 
London SW1Y 4HG 
 
Website   www.weatherlyplc.com 
 
 
   WEATHERLY INTERNATIONAL PLC  
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3 
Summary highlights 
 
 
 
Financial  
• Turnover of US$105.5 million  
• Gross profit of US$5.1 million 
• Cash at bank US$5.4 million as at 30 June 2008 
• Tangible asset net book value of US$66.5 million 
 
Corporate and operational  
• Total mine production recovered in blister copper was 8,345 tonnes 
• Namibia Custom Smelters (“NCS”) established as an independent company 
o Total smelter production 18,628 tonnes of copper  
o Long term ore processing contracts signed with Chelopech Mining EAD and Louis Dreyfus Commodities  
o Ausmelt furnace refurbished 
• Convertible loan note raised US$12 million  
• Exploration joint venture established with Anglo American plc 
 
Developments post year end 
• All mining operations suspended and placed on care and maintenance following a steep decline in the copper price   
• NCS will continue to operate the Tsumeb smelter 
• Completion of $11.3 million loan facility and extension of ore processing contracts with Chelopech Mining EAD and 
Louis Dreyfus Commodities to December 2013 of which US$3.9 million remained committed but undrawn as at 31 
January 2009 
• Terms of the convertible loan notes renegotiated 
• Cash at bank US$2.4 million as at 31 January  2009 
• Restructuring of the head office with rigorous cost cutting 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
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4 
Chairman’s statement 
 
I am pleased to announce the 2008 full year results for Weatherly International and to provide an update of the 
company’s activities since the year end. It has been a very challenging period for the company and the mining industry in 
general, with volatile commodity prices, lack of liquidity and energy shortages affecting the entire southern and central 
African mining industry. It is also regrettable that the continuing fall in copper prices post year end has led to Weatherly’s 
decision to suspend mining operations and place them on a care and maintenance basis especially since management 
had, by the end of the financial year, put in place measures to deal with the power crisis in southern Africa. However, the 
creation of Namibia Custom Smelters as a standalone enterprise has enabled us to continue operating the smelter at 
Tsumeb to process imported concentrates.  
 
Results 
 
Primarily as a result of the finalisation of new tolling agreements to process third party concentrates, Weatherly recorded 
revenue of US$105.5 million, a significant increase compared to US$63.1 million in 2007. Gross profit was US$5.1 
million, compared to US$ 7.21 million in 2007, which reflected both increased production costs and shutdowns caused by 
power shortages over the year. The company recorded a net loss of US$54.07 million, or US 13.15 cents per share, 
including an impairment charge of US$ 50.84 million relating to the Kombat mine and other mining assets. The company 
had US$5.4 million cash in the bank as at 30 June 2008. 
 
Following the impairment of assets and the weakening of the rand against the US dollar, net asset value per share 
decreased from US 27.19 cents to US 14.15 cents year on year.  
 
Developments during the year  
 
Weatherly’s focus during the year to 30 June 2008 was to make mining operations cash flow positive, and this was 
achieved with operating activities generating net cash of US$3.7 million. In the course of the year, Weatherly invested 
over US$35 million in its mines and smelter. Regrettably, however, the company was unable to reach an agreement with 
the Government of Namibia, NamPower and NamWater to deal with power supply and water extraction issues in the 
Otavi Valley. As a result, the Board took the decision to write off the Kombat mine, with a US$ 22.1 million impairment 
including the costs associated with closure, severance packages for employees, and placement of the mine town on a 
care and maintenance basis.  
 
 A new subsidiary, Namibia Custom Smelters, was formed to reflect the strategic shift from the smelter being solely a 
downstream component of Weatherly’s production to becoming an independent custom facility. It was intended to be 
used to process ore from local mines as well as concentrates sourced through long-term supply agreements with 
European and South American producers. As part of this strategy, rehabilitation of the Ausmelt furnace was undertaken 
and completed by year end within budget.  
 
At the Tambao high-grade manganese project in Burkina Faso, a positive Bankable Feasibility Study was completed by 
Weatherly on behalf of, Wadi Al Rawda Industrial Developments, the Dubai company holding a development agreement 
with the government. 
 
In May, a joint venture was signed with the Anglo American subsidiary, Ambase Prospecting Pty, for the exploration of 
Weatherly’s EPL 2906 tenement in north-western Namibia.  
 
The Board was strengthened by the addition of Alan Stephens as a non-executive director. Alan brings with him 
significant operational and exploration experience as President and CEO of Coro Mining Corp, a Latin American focused 
copper exploration and development company, and former Vice President of Exploration for First Quantum Minerals. 
 
In February 2008, the company was notified in writing that a third party was interested in merging with Weatherly. While 
both groups recognised the potential benefits of such a merger, uncertain market conditions hampered further progress 
and talks were discontinued with no formal offer being made.  
 
Developments post year end 
 
In November 2008, as a result of the rapid fall in copper prices, a full review of its cash resources in progress, and a 
potential claim lodged against the company, Weatherly requested that trading of its shares on AIM be temporarily 
suspended. The company has subsequently implemented an extensive programme of cost reductions, including closure 
of its mines; has successfully secured a substantial long-term loan facility; and has conducted a thorough investigation 
into the potential claim. Following the publication of this annual report and clarification of the matters above, trading in the 
company’s ordinary shares on AIM has now resumed. 
   WEATHERLY INTERNATIONAL PLC  
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5 
The measures taken by the Board throughout 2008 helped contribute to the posting of record mine production in the 
quarter ended 30 September 2008 of 2,643 tonnes of copper, compared with 2,162 tonnes in the previous quarter. 
However, the sharp decline in world copper prices from circa US$8,000 in June 2008 to circa US$3,000 in November 
2008, well below Weatherly’s production cost per tonne of approximately US$5,000, called into question the viability of 
the company’s mining operations.   
 
Weatherly undertook a number of cost cutting measures which initially consisted of the closure of Tsumeb West and 
placing  the Matchless mine on care and maintenance, as well as redundancies at Otjihase and Tschudi. However, 
continuing falls in the copper price compelled management to place these last two mines on care and maintenance also. 
All mine closures were conducted in an orderly manner with appropriate compensation being paid to our redundant 
employees. Further measures have been taken to reduce overheads at our operations office in Namibia and at our head 
office in London, including the departure of our Chief Financial Officer, Paul Craven.  
 
Weatherly will continue to operate the Tsumeb smelter to process imported concentrates under Namibia Custom 
Smelters and has now successfully completed arrangements for an US$11.3 million loan facility which will provide 
funding for the smelter’s expansion and its ongoing requirements and for redundancy payments.  
 
As a result of these rigorous and carefully considered measures, the Board is cautiously confident that Weatherly is 
positioned to survive the current exceptionally difficult market conditions, and to sustain and ultimately realise the full 
value inherent in its key assets when these conditions improve. 
 
 
 
 
Wolf Martinick 
Chairman 
26 February 2009 
 
 
  WEATHERLY INTERNATIONAL PLC  
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6 
Chief Executive’s review 
 
Overview 
 
The main challenges that faced Weatherly during the year ended 30 June 2008 were volatile commodity prices and the 
security of power supply in southern Africa. Our response was to position the company to deal with these issues by 
investing capital to increase production and reduce operating costs, and by installing back-up power supplies. 
Weatherly’s main assets have been the copper mines and smelter acquired from their former owner, Ongopolo.  
 
By the financial year-end four mines were operational - the fifth, Kombat, having been suspended due to power 
shortages - and the first phase of the Tsumeb smelter expansion was performing according to schedule. However, 
further falls in the copper price post year end led to the closure of Tsumeb West and the placement of our remaining 
three mines on care and maintenance pending an improvement in prices. The smelter continued to operate on a 
standalone basis to process processing imported concentrates.   
 
 
Financial review 
 
In the year ended 30 June 2008, the company’s revenues increased 67% from US$63.1 million to US$105.5 million. 
Gross profit was US$5.1 million (2007: US$ 7.21 million). Net loss, due to the asset impairment of all mines and other 
assets written down of US$50.84 million, was US$54.07 million or US 13.15 cents per basic share. Cash in the bank as 
at 30 June 2008 was US$5.4 million. As at 31 January 2009, the company had cash in the bank of US$2.4million.  
 
In April 2008, Weatherly completed a US$12 million fundraising by the issue of secured convertible loan notes. The 
proceeds of the fundraising were used to complete the Tambao feasibility study and to upgrade existing assets in 
Namibia, including the refurbishment of diesel generators to provide Weatherly with alternative sources of power to the 
national grid.  
 
Operational review 
 
Weatherly operates as a holding company for its mining arm, Weatherly Mining Namibia (“WMN”), and its smelting arm, 
Namibia Custom Smelters (“NCS”).  
 
Mining 
 
Weatherly Mining Namibia’s mines fed three concentration plants located in the central and northern regions of Namibia. 
Combined milling capacity was approximately two million tonnes of ore per annum, of which less than two thirds were 
being utilised. Our short to medium term strategy was to expand the production of the existing mines and to develop new 
satellite mines to fully utilise the available capacity.  
 
 
Mine and development status during 2007/08 
 
Location Mine (target) capacity 
(tpa) 
Concentrator (nameplate) 
capacity (tpa) 
   
Central operations   
Otjihase 500,000 1,000,000 
Matchless 150,000 Utilises Otjihase concentrator 
Elbe Evaluation  
   
Northern operations  850,000 
Tsumeb West 120,000 Utilises Tsumeb concentrators 
Tschudi underground 360,000 Utilises Tsumeb concentrators 
Tschudi open pit Evaluation  
   
Kombat operations  400,000 
Asis Far West Care and maintenance  
Gross Otavi Exploration  
Berg Aukas Feasibility  
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
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Weatherly Mining Namibia’s production for 2007/08 is shown in the table  below. 
   
Area Milled (t) Grade (%) Recovery (%) Copper (t) Cash cost 
$/t Cu 
Central 
Operations 
482,576 1.16 92.23 5,362 5,935(1) 
Kombat 
Operations 
- - - 1,274 n/a (2) 
Northern 
Operations 
277,727 0.92 66.16 1,697 n/a (2) 
 
(1) Includes all smelting, refining and realisation costs net of precious metal credits 
(2) Pre-production only 
 
As stated above, the Kombat Operations were closed as a result of flooding caused by irregular power supply from 
NamPower, which led to the decision to shut the mine. In October 2008, following a sharp fall in the copper price, 
Tsumeb West was closed and Matchless placed on care and maintenance . Further price falls led to similar measures 
being taken at Otjihase and Tschudi in November 2008, with the last day of operations being 20 December 2008. These 
properties will remain on care and maintenance until copper prices recover sufficiently to make resumption of mining 
operations economically viable.  
 
Tsumeb Tailings (Weatherly 50%, Everclear Solutions Inc. 50%) 
Weatherly is working with joint venture partners Everclear Solutions Inc. (Everclear) to recover copper, lead, zinc and 
silver from the Tsumeb tailings dam. During the financial year, Everclear successfully demonstrated its proprietary 
technology on a bench scale basis, and then moved to construct a small plant on site. Everclear was again able to 
demonstrate that the process, technically at least, is capable of electro-winning copper and other metals from the tailings. 
Everclear intends to install a larger plant on site in 2009 to demonstrate both the commercial and technical aspects as a 
prelude to a full feasibility study.  
 
Zambia 
Both the application for the extension of PLLS 252 (exploration licence) and the granting of a retention licence for PLLS 
240(tailings project) have been rejected and, as a consequence, the Zambian assets have been written down to zero. 
 
We continue to pursue our legal rights to licence area PLLS 239 (old Luanshya copper mines), which was granted by the 
Republic of Zambia’s Ministry of Mines and Minerals Development in April 2005 to our wholly owned subsidiary, Puku 
Minerals Limited. The case has been completed and the judgment is awaited.  The book value of this licence was written 
off in previous years and significant uncertainty still exists over whether renewal will be granted. 
 
Burkina Faso 
The company is involved in the development of a high-grade manganese deposit in Burkina Faso through its Dubai 
partner, Wadi Al Rawda Industrial Developments (Wadi). Weatherly assisted Wadi in the preparation of a feasibility study 
which has been submitted to the Burkina Faso government for assessment, together with an Environmental Impact 
Statement and an application for a mining licence.   
 
Reserves and resources 
The mine reserves, resources and historical reserves are contained in tables on page 10. Tables A and B have been 
prepared in accordance with the criteria contained in the SAMREC/JORC reporting standards, whereas table C is a non-
compliant “historical” statement.  
 
Smelting  
 
The Tsumeb smelter is one of only four commercial smelters currently operating in Africa. It is linked by rail to the Central 
and Northern Operations, and to the Atlantic port of Walvis Bay.  
 
Smelter production in tonnes of blister (98.6% copper) for 2007/08 is contained in the table below. 
 
 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Total 2007/08 
Weatherly concentrates 
(includes local 
purchases) 
1,880 2,196 2,020 2,249 8,345 
Third party concentrates 
 
3,145 1,871 943 1,826 7,785 
Third party  blister and 
matte 
 
468 1,155 794 81 2,498 
Total copper blister 
(tonnes) 
5,493 5,222 3,757 4,156 18,628 
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Early in 2007, the decision was taken to change the operating philosophy of the Tsumeb smelter. Historically, it had been 
an integral part of the mining operations and in 2006 Weatherly rebuilt the small reverbatory furnace to accommodate its 
own mine production. The furnace operated effectively but, because of its small throughput, had relatively high operating 
costs. In order to reduce costs and fully utilise the existing infrastructure of the original, much larger plant, it was decided 
to expand the plant using imported concentrates to supplement internal production. The company targeted concentrates 
that would warrant a premium to be processed; such concentrates are typically low in copper and high in precious metals 
(gold and silver) and contain penalty elements such as arsenic. 
 
As a result of this decision, Weatherly created Namibia Custom Smelters to operate as a stand-alone and profitable 
custom smelter. The process was initiated through: 
 
• Commitment to capital expenditure of approximately US$10 million to convert an existing top submerged lance 
furnace from lead to copper smelting;  
• Signing of long-term contracts with two suppliers – Chelopech Mining EAD (“Chelopech”), a wholly owned 
subsidiary of Dundee Precious Metals (“DPM”) from its mine in Bulgaria and Louis Dreyfus Commodities Metal 
Suisse SA (“Louis Dreyfus”) for concentrates from Peru; 
• Signing of “back to back” contracts with several international chemical companies for the sale of arsenic trioxide 
(the refined by-product from smelting); 
• Restructuring the smelting workforce to meet the new challenges of an independent smelting business. This 
involved a top-down reorganisation with a number of redundancies and re-deployments as well as new recruits 
to operate the new furnace. This was successfully completed in late 2007. 
 
The first concentrates from Bulgaria and Peru were trialled in February and May 2008 respectively, using the existing 
reverbatory furnace as an interim measure before the Ausmelt furnace became operational. Since the financial year end, 
the Ausmelt furnace has been commissioned and is now fully operational. Although delayed a number of times by the 
late arrival of key components and the renegotiation of commercial terms with concentrate suppliers, the project was 
completed within budget. Costs associated with the Ausmelt furnace are incremental which means that the smelter has, 
for the first time, the flexibility to deal with varying concentrate supply. 
 
The next important step will be the commissioning of the oxygen plant in early 2010, which is expected to increase 
capacity by a further 60% with an accompanying reduction in costs. This will be funded from the loan facility and from 
cash flow from the smelter.   
 
In December 2008, at the time of the completion of the loan facility, the three -year contracts with Chelopech and Louis 
Dreyfus Commodities were extended to five years ending December 2013. During this period, Louis Dreyfus will also be 
the exclusive offtaker of copper blister produced by the Tsumeb smelter. Under the terms of this contract, the smelter will 
process up to 120,000 dry metric tonnes (dmt) of concentrates in 2009, increasing to over 200,000 dmt from 2010 
onwards following commissioning of the oxygen plant.  
 
The terms of the US$12 million convertible loan note agreed with significant shareholders in May 2008 were renegotiated 
at this time. Repayment will now take place in three annual instalments with US$3 million due to be paid in May 2009, 
US$4 million in May 2010 and US$5 million in May 2011. The conversion price has been reduced from 23.5p to 8p and 
the noteholders have waived previous acts of default under the terms of the original note. The company can choose to 
delay the May 2009 instalment to 2010 but would pay interest at an increased rate of 18%pa. 
 
Marketing, sales and treasury 
 
Generally, Weatherly sells all its copper production on delivery to the Walvis Bay terminal to traders on a four-month 
forward London Metals Exchange (LME) price. All metal sales, concentrate purchases and tolling contracts were 
reviewed at the end of 2007 and new frame contracts were agreed with two trading houses, Republic House and Louis 
Dreyfus. The average weighted copper price achieved for 2007/08 was US$7,785 per tonne. Copper prices throughout 
the year ranged from a high of US$8,730 per tonne to a low of US$6,380 per tonne. Weatherly also sold 28,673 ounces 
of gold and 229,503 ounces of silver contained in the copper blister. Average gold price for the year was US$823 per 
ounce and silver US$15 per ounce. Precious metals accounted for 27% of revenue. 
 
Namibia is a rand currency area and local costs are affected by fluctuations in the rand/US dollar exchange rate. During 
2007/08, the average exchange rate was 7.312 with movements from 6.426 to 8.244.  
 
As at 30
 
June 2008, Weatherly held cash reserves (in sterling and US dollars) equivalent to US$5.4 million.  
 
The company maintained a copper floor price protection programme and, as at 30 June 2008, had in place “puts” for 800 
tonnes of copper per month until January 2009 at US$5,000 per tonne. These “puts” expired at the end of calendar year 
2008 and the company received payments of US$2.74 million in respect of these hedges.  WEATHERLY INTERNATIONAL PLC  
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9 
Divestments 
 
In January 2008, Weatherly sold a series of options on its smelter slag dumps to AIM-quoted Emerging Metals Limited. 
EML has been created to acquire and develop minor and noble metals such as germanium, gallium and Indium which 
EML believes will become increasingly scarce as demand for these metals increases. The consideration was a 
combination of cash, shares in EML and options to acquire further shares in EML if certain criteria are met. The shares 
and options that were received as part of the consideration had, by 30 June 2008, increased in value by US$7.7 million.  
This amount is split between the options increase value of US$2.9 million which is put to the profit and loss and the share 
increase value of US$4.8 million put through to the equity reserve; a detailed explanation of this appears in note 21 to 
the financial statements. On 20 February 2009 the value of EML was 6p per share. If this had been the price at 30 June 
2008, it would have meant that a gain of US$0.3 million would have been put through the equity reserve account 
compared to the gain of US$4.7million put through at 30 June 2008.  
 
 
Safety record 
 
The number of lost time accidents increased in 2007/8 from the previous year which was an all-time low for these 
operations. Management is allocating increased resources to improve the situation, which has its roots in the safety 
culture prior to Weatherly’s involvement. Management is strongly committed to improving this situation in the coming 
year. 
 
2007/8   2006/7 
Fatalities        0         2 
Reportable (1)      13         5 
Disabling (2)      27       16 
 
(1)  More than 14 days lost 
(2)  Between 1 and 14 days lost     
 
Environment  
 
Weatherly is committed to maintaining the highest environmental standards as part of its overall business philosophy. 
The gaseous emissions from the smelter are constantly monitored and it remains fully compliant with government and 
statutory requirements. During the forthcoming year, the company will be reviewing its environmental monitoring, 
management and reporting systems to ensure it continues to maintain the highest standards. 
 
Outlook 
 
Given the events since the end of the financial year, particularly the severe downturn in copper prices, the company has 
had to take a number of difficult actions in response. This has included the closure of its mines and establishment of the 
Tsumeb smelter as an independent business treating only imported concentrates. Copper prices are not expected to 
recover until there is a turnaround in the global economy and this could take some time. However, the completion of our 
$11.3 million loan facility of which US$3.9 million remained committed but undrawn as at 31 January 2009 will ensure 
funding for the smelter’s ongoing requirements and expansion programme, which will continue to generate revenue for 
the company.  
 
Weatherly’s immediate objectives are to ensure that all its Namibian mines and Namibian development projects are kept 
on care and maintenance in such a way that the full value of the assets is retained, and that the mines can reopen 
quickly should copper prices recover. The smelter will continue to generate substantial and sustainable profits, sufficient 
to meet its operating and debt servicing requirements.  
 
Weatherly intends to take advantage of the downturn to reassess its mine strategies, and to optimise its plans in advance 
of any resumption of mining activity whilst at the same time realising asset values as appropriate. On a corporate level, 
the company will be looking to advance its involvement in the promising manganese project in Burkina Faso and, subject 
to availability of funding, to acquire new resource assets in order to build a larger and stronger company in the long term. 
 
While the current severe downturn is an immediate setback to the company’s fortunes, it also presents potential 
competitive opportunities. The challenge for Weatherly and its management will be to make the most of those 
opportunities. In responding quickly to these tough market conditions and taking the decisive actions we have, I believe 
the company is well positioned to do so.   
 
 
Rod Webster 
Chief Executive Officer 
26 February 2009  WEATHERLY INTERNATIONAL PLC  
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10 
TABLE A 
 
TABLE B 
 
All reserves and resources in tables A and B above have been updated by a competent person (A Thompson 
BSE (Hons) Geology, General Manager Technical Services Weatherly Mining Namibia,  Member of South African 
Council for Natural Scientific Professions Reg No. 400052/86) in accordance with the Australian Code of 
Reporting Mineral Resources and Reserves (JORC). 
TABLE C 
  
Reserve
Category Tonnes Cu (%) Ag (g/t) Au (g/t) Cu (t) Ag (kg) Au (kg)
 Proven 2,430,750 1.75 6.80 0.34 42,632 16,518 822
 Probable 287,602 1.01 7.57 0.15 2,895 2,177 42
 Total 2,718,352 1.67 6.88 0.32 45,527 18,695 864
 Proven -                   -           -           -           -           -           -           
 Matchless (West Ext.) Probable 781,991 1.67 -           -           13,059 -           -           
 Total 781,991 1.67 -           -           13,059 -           -           
 Proven 739,900 1.33 12 -           9,867 8,701 -           
 Probable 748,800 1.17 11 -           8,761 8,087 -           
 Total 1,488,700 1.25 11 -           18,628 16,788 -           
 Proven -                   -           -           -           -           -           -           
 Probable 513,230 1.59 13 -           8,160 6,672 -           
 Total 513,230 1.59 13 -           8,160 6,672 -           
 Grand Total  (Proven + Probable) 5,502,273 1.55 7.66 0.16 85,374 42,155 864
 Tschudi (Underground)
 Tsumeb West
Weatherly Mining Namibia : Ore Reserves as at 30 June 2008
Deposit
Reserve Tonnes and Grade Contained Metal
 Otjihase
Resource
Category Tonnes Cu (%) Ag (g/t) Au (g/t) Cu (t) Ag (kg) Au (kg)
 Measured 3,748,881 2.37 8.92 0.42 88,817 33,454 1,590
 Indicated 2,816,936 1.99 6.73 0.35 56,125 18,960 986
 Inferred 4,729,622 1.49 6.34 0.22 70,427 29,972 1,057
 Total 11,295,439 1.91 7.29 0.32 215,369 82,386 3,633
 Measured -                     -              -              -              -              -              -              
 Matchless Indicated 651,659 2.09 -              -              13,620 -              -              
 Western Extension Inferred 230,460 2.32 -              -              5,346 -              -              
 Total 882,119 2.15 -              -              18,966 -              -              
 Measured 13,333,000 0.82 10 -              108,897 129,985 -              
 Indicated 26,312,000 0.83 11 -              217,863 285,446 -              
 Inferred 3,531,000 0.84 11 -              29,625 38,875 -              
 Total 43,176,000 0.83 11 -              356,385 454,306 -              
 Measured 83,400 2.45 13 -              2,043 1,084 -              
 Indicated 520,400 2.24 20 -              11,680 10,417 -              
 Inferred 413,200 1.88 16 -              7,757 6,757 -              
 Total 1,017,000 2.11 18 -              21,480 18,258 -              
 Measured 4,790 2.74 8.34 -              131 40 -              
 Indicated 241,654 2.07 16.43 -              5,006 3,971 -              
 Inferred 377,000 3.10 34.00 -              11,837 12,800 -              
 Total 623,444 2.72 26.96 -              16,974 16,811 -              
 Grand Total : All Categories 56,994,002 1.10 10.03 0.06 629,174 571,761 3,633
Kombat Asis West
Weatherly Mining Namibia : Mineral Resources as at 30 June 2008
Insitu Tonnes and Grade Insitu Metal
Deposit
 Tschudi
 Tsumeb West
 Otjihase
Deposit Tonnes Cu (%) Pb (%) Zn (%) Ag (g/t) Au (g/t) V (%) Ge (ppm) Cu (t) Pb (t) Zn (t) Ag (kg) Au (kg) Remarks
 Old Matchless Mine 1,060,000 2.50 -           -           -           -           -           -           26,500 -           -           -           -            Remaining resource/reserve calculated by Gold Fields in 1984
 Elbe (A-Gossan) 5,910,000 1.20 -           0.97 8.30 0.45 -           -           70,920 -           57,327 49,053 2,660 Resource calculated by Gold Fields in 1989
 Tsumeb Mine (Open Pit) 150,000 2.96 -           -           61.00 -           -           -           4,440 -           -           9,150 -            Remaining resource/reserve calculated by Gold Fields in 1984 
 Uris Mining Area 180,000 2.27 -           -           -           -           -           4,086 -           -           -           -            Remaining resource/reserve calculated by Gold Fields in 1984 
 Kombat Central (Open Pit) 115,000 1.08 0.10 -           8.00 -           -           -           1,242 115 -           920 -            Model refining required
 Kombat East 70,009 1.62 1.01 -           13.42 -           -           -           1,132 706 -           939 -            Historical remnant ore
 Kombat Lead 465,224 0.33 2.14 -           15.00 -           -           -           1,535 9,955 -           6,978 -            Recalculated using new diamond drilling data
 Kombat Asis Far West 2,214,639 2.29 -           -           -           -           -           -           50,715 -           -           -           -            Historical resource calculated by TCL
  Gross Otavi Central 160,000 1.54 5.85 -           15.40 -           -           -           2,464 9,360 -           2,464 -            Historical resource calculated by Gold Fields
 Harasib 1,240,000 -           1.66 2.67 -           -           -           -           -           20,584 33,108 -           -            Historical resource calculated by Gold Fields
 Berg Aukas 1,650,000 -           4.60 17.40 -           -           0.60 -           -           75,900 287,100 -           -            Remaining resource/reserve calculated by Gold Fields in 1987
 Total : Deposit Resources 13,214,872 1.23 0.88 2.86 5.26 0.20 -           -           163,034 116,620 377,535 69,504 2,660
 Kombat Tailings 10,600,000 0.21 0.19 -           2.00 -           -           -           22,260 20,140 -           21,200 -            Remaining resource/reserve calculated by Gold Fields in 1984 
 Tsumeb Tailings 16,000,000 0.71 -           -           -           -           -           -           113,600 -           -           -           -            Remaining resource/reserve calculated by Gold Fields in 1994 
 Tsumeb Slag Dumps 2,000,000 -           -           9.03 -           -           -           262.00 -           -           180,600 -           -            Zinc Ox feasibility in 2003
 Total : Dump Resources 28,600,000 0.48 0.07 0.63 0.74 -           -           -           135,860 20,140 180,600 21,200 -           
Weatherly Mining Namibia : Historical Resources
Note:
Reserves contained in table C are 'historical' and although most w ere prepared at the time in accordance w ith South African reporting standards (SAMRE C) they w ill not comply w ith current standards until a further process of independent verification has been carried out. WEATHERLY INTERNATIONAL PLC  
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11 
Directors’ report 
 
The directors present their report, together with the group and parent company financial statements and auditor’s reports, 
for the year ended 30 June 2008. 
 
Principal activity and review of the business 
The principal activity of Weatherly International plc during the year was to act as a holding company for the group’s 
activities in mining and production of base metals, primarily copper.  
 
The subsidiary and associated undertakings principally affecting the profits or net assets of the group in the year are 
listed in note 20. 
 
A review of business can be found in the Chairman’s statement on pages 4 to 5 and the Chief Executive’s review on 
pages 6 to 9. 
 
The directors 
The directors during the year ended 30 June 2008 and changes since were: 
 
W G Martinick (non-executive) 
R J Webster 
P G Craven  Resigned 9 February 2009 
J Bryant (non-executive) 
P Redmond (non-executive)  Resigned 10 July 2008 
A Stephens (non-executive)  Appointed 10 July 2008 
 
Going concern 
Since the year end there have been a number of events that have had a major impact on the company and its 
operations.  
 
Firstly, copper prices fell from around US$8,800 to around US$3,000 as a result of the global economic downturn, 
making our copper mines in Namibia uneconomic. The directors concluded that copper prices were unlikely to recover in 
the short term and took the decision to close the company’s mines.  
 
Secondly, the company negotiated and entered into new long term (5-year) contracts to smelt concentrate from Louis 
Dreyfus and Chelopech in the Tsumeb smelter, so securing its throughput and revenues subject to these suppliers 
continuing to be able to provide contracted amounts of copper concentrate. 
  
Thirdly, the company has secured loans totalling US$11.3 million from Chelopech and Louis Dreyfus of which US$3.9 
million remained committed but undrawn as at 31 January 2009 which has enabled it to pay the redundancy costs 
associated with the closure of the mines, to fund the future improvements scheduled at the smelter and to provide 
additional working capital. The repayment conditions attached to the loans put constraints on the free cash flows from the 
revenues deriving from the smelter until repayment of the loans. The loan also includes a provision for a monthly 
management fee of US$150,000 payable to Weatherly International for the operation of its head office. 
 
Finally, as part of this financial restructuring, the conditions attached to the existing convertible note holders were 
renegotiated. The strike price for conversion was reduced from 23.5p to 8p and the terms of repayment were 
restructured so that US$3 million plus interest is payable in May 2009, US$4 million plus interest in May 2010, and US$5 
million plus interest in May 2011. The payment to be made in May 2009 can be deferred for 12 months subject to the 
application of a higher rate of interest. 
 
In the light of these substantial changes to our business, the directors have reviewed the business model and the 
assumptions contained within it and believe them to be reasonable. However, there are a number of uncertainties around 
the assumptions that have the potential to negatively impact on the company’s ability to deliver the forecast cash flows.  
 
These are: 
• Continued supply of concentrates, as per contracted amounts, from Chelopech and Louis Dreyfus is entirely outside 
the control of the company, and any significant reduction in this supply will negatively impact the company’s 
profitability. 
• The smelter is assumed to operate at or near to 90% capacity with copper concentrates provided by Chelopech and 
Louis Dreyfus. The directors believe that this is a reasonable assumption given the smelter’s unique ability to treat 
concentrates with a high arsenic content and the lack of alternatives. Additionally, the smelter’s operational flexibility 
allows it to continue to generate positive revenues at capacities below design capacity.  WEATHERLY INTERNATIONAL PLC  
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12 
• Settlement of Weatherly Mining’s creditors in Namibia (approximately US$5million) and the repayment of the first 
tranche of the convertible loan note principal of US$3 million due in May 2009, if not deferred until May 2010, is 
dependent on the realisation of funds raised from the sale of the company’s assets, real estate, and plant and 
equipment in Namibia. The directors believe that sufficient funds will be raised to fund these liabilities and loan 
principal but there is no assurance that this will be the case. The interest payment of US$690,000 due in May 2009 
will be paid from current funds.   
• Weatherly Mining owes N$9.8 million (approximately US$1 million) in royalties to the Namibian Government up to 30 
June 2008.  It is the aim that the monies be paid. Weatherly Mining has filed for relief for royalties for the period 1 July 
2008 up until the mines ceased operation, and the company expects the relief to be granted by the government in 
due course. However, there is no assurance that this will be the case. 
• No settlement of creditors (US$2.5 million) arising under the terms of the compromise agreement negotiated as part 
of the original mine acquisition in 2006. As the mines have been closed, the directors do not consider these monies to 
be payable and no provision has been made in respect of this liability. 
• In November 2008, the company became aware of a potential claim in the amount of £3.5million against the company 
from a third party in relation to an alleged previously unknown financial obligation. Since that date, a thorough 
investigation has been conducted. As a result, the company believes that, should this claim be pursued, it has a 
robust defence and would pursue a counterclaim for loss and damages against the other party. In these 
circumstances the directors do not believe that any provision for this contingent liability should be made. 
 
On the basis of the foregoing projections and assumptions, the directors consider that the group will continue to operate 
within its currently available funds and the proceeds from the projected sale of assets, and that it is appropriate to 
prepare the financial statements on the going concern basis.    
 
Results and dividends 
The consolidated loss for the year, after taxation, is US$54.07 million (2007: US$27.97 million profit). No dividends were 
recommended by the directors during the year. 
 
Zambia 
 
Both the application for the extension of PLLS 252 (exploration licence) and the granting of a retention licence for PLLS 
240(tailings project) have been rejected and, as a consequence, the Zambian assets have been written down to zero. 
 
We continue to pursue our legal rights to licence area PLLS 239 (old Luanshya copper mines), which was granted by the 
Republic of Zambia’s Ministry of Mines and Minerals Development in April 2005 to our wholly owned subsidiary, Puku 
Minerals Limited. The case has been completed and the judgment is awaited.  The book value of this licence was written 
off in previous years and significant uncertainty still exists over whether renewal will be granted. 
 
Kombat 
 
In early December Eskom, the South African power company, blacked out the whole of the Namibian grid without 
warning. Kombat is a wet mine, typically pumping in excess of 2,500 cubic metres of water per hour, and the loss of 
power meant the mine was unable to control water levels. Given Namibia’s heavy reliance on South Africa for power, 
NamPower could not guarantee future supply, and under these circumstances the decision was ultimately taken to 
suspend operations at the mine. We were unable to conclude an agreement with NamWater and NamPower that would 
defray the expense of dewatering the mine. As a result of this we have reconsidered our priorities for development. 
Under these circumstances the decision was taken to write down the value of the mine in the 2007/08 accounts.  
 
An assessment of the various options open to the company has concluded that the development and reopening of the 
Berg Aukas mine, approximately 80 km east of Kombat, using the Kombat processing plant and infrastructure was more 
attractive than reopening the Kombat mine itself. Berg Aukas, which produced lead, zinc and vanadium, was closed in 
1978 and since then has remained dormant. Consultants RSG(SA) have worked on the project for most of the year, 
collating data and developing an electronic ore body model to form the basis of a full feasibility. The reserves at the time 
of closure were recorded as 1.7mt grading 17% zinc, 5% lead and 0.6% vanadium oxide. The current evaluation is 
focused on the case for establishing a shallow decline mine in the upper levels which would operate for the first two 
years while the deeper levels of the mine are dewatered and rehabilitated. Ore would undergo preliminary upgrading on 
site before being trucked to the Kombat concentrator where saleable lead, zinc and vanadium concentrates would be 
produced. Consultants Logikal of Perth have been appointed as managers of the feasibility and RSG(SA) and Intermet 
have been appointed as its geological and metallurgical consultants. 
 
Other impaired mining assets 
 
As a result of the severe economic downturn beyond the year end, the company decided to close all its existing mines. 
Accordingly, the Board believes the basis of accounting at 30 June 2008 has changed and it has taken the decision to 
write off the various mine assets, primarily consisting of the development expenditure. This additional impairment totalled 
US$22.6 million. 
  WEATHERLY INTERNATIONAL PLC  
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13 
Key performance indicators 
 
Production 
The Board monitors monthly production against budgeted figures, while management monitors it on a daily basis. 
Production “head grades” are monitored by management on a shipment basis and the Board monitors ore grades on a 
monthly basis. For the year ended 30 June 2008, 791,130 tonnes of ore were extracted (2007: 462,442 tonnes), 
producing 8,345 tonnes of copper (2007: 5,726 tonnes). The smelter produced 18,628 tonnes of blister copper (2007: 
22,711 tonnes). 
 
Finance 
The liquidity requirements of the company are monitored on a weekly basis by management, monthly and quarterly by 
the Board, and semi-annually by external parties. The current asset ratio at the year end was 1.02 (2007:1.31). 
 
Performance 
The Board monitors 71 comparable AIM-quoted stocks against Weatherly’s share price; the review relating to 30 June 
2008 ranked Weatherly 29th in the league of the best performing stocks in that comparison. 
 
Key risk factors and mitigations 
 
The Board believes that the principal risks associated with Weatherly’s business activities are set out in the Directors’ 
Report under “Going concern”. In addition to those outlined, there are several additional risks listed as follows: 
 
Production 
Increasing production remains fundamental to value growth, and management closely monitors group development and 
production plans. Variances to budget are analysed and corrective measures taken where necessary. 
 
Medium and long term production forecasts are made on a monthly basis and any potential shortfall in targets is 
addressed. 
 
Human resources 
Management: Our leadership capabilities have been enhanced by bringing in additional key management personnel 
during the year. The Board monitors and assesses the performance of senior staff through personal target setting. These 
individual management targets are directly aligned with the overall targets of the group. 
 
Workforce: During the year Weatherly employed around 900 staff at its various sites, and the company supplemented 
the established skill base by introducing contract mining specialists to increase productivity and technological innovation 
at the mines. 
 
Project development risk 
All potential projects are subject to an investment appraisal procedure that involves the Board at the key stages of 
initiation, mandate and sanction. Projects are assessed by their strategic fit and contribution to earnings. All projects are 
scrutinised for consistency of assumptions and accuracy of modelling prior to presentation to the Board. 
 
Commodity and market risk 
During the year Weatherly took out put options over the production of copper at a strike price of US$5,000 per tonne. 
The put options expired on 31 December 2008, and no further options have been purchased. Management assesses the 
forecast price curves for copper each month and a comparison is made to the budget price. 
 
Risks relating to investing in Namibia 
Political: Namibia is considered one of the lowest-risk economies in the African continent. The Government pursues a 
consistent strategy of encouraging investment in the country and is keen to keep the climate attractive for foreign 
investors. Weatherly maintains strong links with the President, Prime Minister, Minister for Mines, and other Government 
members and officials. The Board reviews the strategic impact of political changes within the country on an ongoing 
basis. 
 
Black Economic Empowerment: There is currently no Black Economic Empowerment legislation embodied in 
Namibian law. Weatherly monitors proposed legislative changes and maintains a positive and proactive dialogue with the 
country’s legislators. 
 
Exchange controls: The company maintains a consistent and compliant approach to exchange regulations within 
Namibia. 
  WEATHERLY INTERNATIONAL PLC  
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14 
Currency and exchange rate fluctuations: Weatherly manages its treasury function through its London office. 
Treasury balances the needs of the Namibian subsidiary against fluctuations in the currency and optimises transfer 
through its advisers, drawing down funds on a prudent basis. 
 
Infrastructure: Weatherly’s operations are serviced by good regional infrastructure, and the Board reviews its 
infrastructure requirements on an ongoing basis. Any challenges relating to the supply of electricity, water or rail links are 
incorporated into investment decisions and addressed as needed in the overall projects. Any infrastructure requirements 
outside the project scope are addressed through dialogue with the Government and the relevant parastatal institutions. 
 
Substantial holdings 
Shareholdings of 3% and more of the issued share capital of the company were extracted from the shareholders' register 
at close of business on 6 February 2009 as follows: 
 
Number of ordinary 0.5p shares
RAB Capital 97,308,695         24.00%
Matterhorn Investment Management LLP 71,170,952         17.56%
Bank Windhoek (Namibia) 33,948,233         8.38%
R J Webster 27,343,800         6.75%
W G Martinick 19,263,200         4.75%
Ezenet Ltd 18,281,200         4.51%
CSFB Direct 14,882,000         3.67%
G.I.P.F. (Namibia) 13,102,023         3.23%
 
Post balance sheet events 
Board changes 
Alan Stephens (age 54) was appointed a non-executive director with effect from 10 July 2008, replacing Peter Redmond 
who resigned on the same date. 
 
Following the closure of our mines and completion of revised tolling agreements for the Tsumeb smelter, and as part of 
the restructuring of the company, Paul Craven stepped down as Chief Financial Officer of Weatherly on 9 February 
2009. It is proposed to seek shareholder approval at our Annual General Meeting for a payment of £30,000 to be made 
to Mr Craven for loss of office. 
 
Contingent liability  
In November 2008, the company became aware of a potential claim in the amount of £3.5 million against the company 
from a third party in relation to an alleged previously unknown financial obligation. Since that date, a thorough 
investigation has been conducted. As a result, the company believes that, should this claim be pursued, it has a robust 
defence and would pursue a counterclaim for loss and damages against the other party. In these circumstances the 
directors do not believe that any provision for this contingent liability should be made. 
Mine closures 
On 19 November 2008, Weatherly announced that in response to the severe decline in world copper prices, it had taken 
various actions to lower costs, including the closure of the Tsumeb West and Matchless mines, and was reviewing its 
remaining operations. On 1 December 2008, the company announced that it was also suspending operations at its 
remaining mines, Otjihase and Tschudi. 
 
These decisions were taken in light of the significant and sustained decline in world copper prices. Prices have declined 
from approximately US$8,400 per tonne in July 2008 to a current level of around US$3,300 per tonne and consensus 
forecasts do not indicate there will be a recovery in the medium term.  
 
Loan facility agreements 
On 30 December 2008, Weatherly announced that it had entered into loan facility agreements with Chelopech 
and Louis Dreyfus to provide the company with US$11.3 million of new funding.  
 
Chelopech has entered into an agreement to provide Namibia Custom Smelters (“NCS”), a wholly owned subsidiary of 
Weatherly which operates the Tsumeb smelter, with a US$7 million facility, US$1 million of which had already been 
advanced. 
 
The company has signed a separate agreement with Louis Dreyfus for a US$4.3 million facility consisting of US$2 million 
which is effectively a prepayment made under the terms of the concentrate tolling arrangements that have been 
concluded, and a rescheduling of the US$2.3 million of credit owed to Louis Dreyfus by Weatherly. 
 
Following the signing of these loan facility agreements, Weatherly has made the necessary structural adjustments arising 
from the closure of its mines, and is positioned to fund the expansion and ongoing requirements of the Tsumeb smelter. 
The licences for all Weatherly’s mining assets will be maintained in good standing, and extension to exploration licences 
sought as they fall due.   WEATHERLY INTERNATIONAL PLC  
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15 
 
The terms of the loans include the extension of the three-year contract to process imported concentrates from Chelopech 
and Louis Dreyfus for a period of five years up to December 2013. During this period, Louis Dreyfus will also be the 
exclusive offtaker of copper blister produced by the Tsumeb smelter and exclusive supplier of additional copper 
concentrates required by the smelter. Under the terms of this contract, the Tsumeb smelter will process up to 120,000 
dry metric tonnes (dmt) of concentrates in 2009, increasing to over 200,000 dmt from 2010 onwards after commissioning 
of the planned oxygen plant.  
 
In the overall restructuring of the company’s debt profile, Weatherly has renegotiated the terms of the US$12 million 
convertible loan note agreed in May 2008 with significant shareholders. Repayment will now take place in three annual 
instalments with US$3 million due to be paid in May 2009, US$4 million in May 2010 and US$5 million in May 2011. The 
conversion price has been reduced from 23.5 pence to 8 pence and the note holders have waived previous acts of 
default under the terms of the original loan note. 
 
Having taken measures to secure its assets in the face of the current commodities downturn, Weatherly intends to focus 
in the short term on the operation of the Tsumeb smelter while seeking to optimise its growth potential in order to be well 
positioned when commodity prices recover.   
 
Change in value of investment 
On 20 February 2009 the value the investments held by the entity fell to £0.06 per share. If this had been the price at 30 
June 2008, it would have meant that a gain of US$0.3 million would have been put through the equity reserve account 
instead of the gain of US$4.7million put through at 30 June 2008.  
 
Future developments 
Discussion of future developments can be found in the Chairman’s statement on pages 4 to 5 and the Chief Executive’s 
review on pages 6 to 9. 
 
Company’s policy on payment of creditors 
It is the group's policy to settle terms of payment with suppliers when agreeing the terms of each transaction, to ensure 
that suppliers are made aware of these terms of payment, and to endeavour to adhere to them. Trade creditors of the 
group at 30 June 2008 were equivalent to 123 days’ purchases (2007: 110 days), based on the average daily amount 
invoiced by suppliers during the period. 
 
Exchange rates 
The following rates have been used in the compilation of the financial statements and notes supporting the accounts: 
year-end US dollar to sterling exchange rate is 1.9954 with the average rate for the year 2.0044. The year-end US dollar 
to South African rand (ZAR) rate is 7.9645, with the average rate for the year 7.3123. (The currency in Namibia is the 
Namibian dollar which is pegged 1:1 to the South African rand) 
 
 Translation 2008 2007 
Year end 1 USD – GBP 1.9954 2.0039 
Average 1 USD – GBP 2.0044 1.9141 
Year end 1 USD – ZAR 7.9645 7.0760  
Average 1 USD – ZAR 7.3123 7.2190  WEATHERLY INTERNATIONAL PLC  
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16 
Statement of directors’ responsibilities – group 
 
The directors are responsible for preparing the annual report and the group financial statements in accordance with 
applicable law and regulations. 
 
Company law requires the directors to prepare financial statements for each financial year. The directors have to prepare 
financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European 
Union. The financial statements are required by law to give a true and fair view of the state of affairs of the company and 
of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: 
• select suitable accounting policies and then apply them consistently; 
• make judgments and estimates that are reasonable and prudent; 
• state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained 
in the financial statements; and 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
company will continue in business. 
 
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure that the financial statements comply with the 
Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities. 
 
In so far as the directors are aware: 
• there is no relevant audit information of which the company's auditor is unaware; and 
• the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit 
information and to establish that the auditor is aware of that information. 
 
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. 
 
Auditor 
Grant Thornton UK LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint 
them will be proposed at the forthcoming Annual General Meeting. 
 
 
 
 
 
By order of the Board: 
Rod Webster 
Chief Executive Officer 
26 February 2009 
 
 
   WEATHERLY INTERNATIONAL PLC  
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17 
Corporate governance report 
 
Introduction 
 
 The Board of directors is committed to high standards of corporate governance. 
 
The Board is accountable to its shareholders for good governance and the statement below is based on the review of 
corporate governance that was carried out by the Audit Committee and describes how the principles of good governance 
have been applied. 
 
Constitution of the Board 
 
During the year ended 30 June 2008, the Board was comprised of the following: 
 
Wolf Martinick - Chairman 
Rod Webster - Chief Executive Officer 
Paul Craven - Chief Financial Officer  
John Bryant - Non-executive director 
Peter Redmond  - Non-executive director  
 
On 10 July 2008, Peter Redmond resigned from the Board and Alan Stephens was appointed as a non-executive 
director. On 9 February 2009, Paul Craven resigned from the Board. 
 
Non-executive directors 
 
During the year, the Board had three non-executive directors: Peter Redmond and John Bryant, and Wolf Martinick who 
is also the Chairman of the Board.  Peter Redmond and John Bryant were considered to be “independent”, however due 
to the size of Wolf Martinick’s holding of 4.75% and his ability to influence Ezenet Ltd’s holding of 4.51%, he is not 
considered to be an independent director. Alan Stephens is also considered to be independent. 
 
Committees of the Board 
 
The Board has three standing committees, each of which has terms of reference setting out its authority and duties, as 
follows: 
 
The Audit Committee was made up of Peter Redmond as Chairman and John Bryant for the year ended 30 June 2008. 
 
The Audit Committee meets as required. It reviews the financial reports and accounts and the preliminary and interim 
statements, including the Board’s statement on internal financial control in the annual report, prior to their submission to 
the Board for approval. The Audit Committee also reviews corporate governance within the group and reports on this to 
the Board. In addition, it assesses the overall performance of the external auditor including scope, cost effectiveness and 
objectivity. 
 
The Audit Committee is also charged with reviewing the independence of the external auditor and monitors the level of 
non-audit fees. These fees are disclosed in note 8 to the accounts. In the opinion of the Audit Committee, which has 
reviewed these fees and the procedures that Grant Thornton UK LLP have in place to ensure they retain their 
independence, the auditors’ independence is not compromised. The Committee met three times during the period and 
John Bryant and Peter Redmond were present on all occasions. 
 
The Audit Committee can meet for private discussion with the external auditor, who attend its meetings as required.  The 
Company Secretary acts as secretary to the committee. 
 
Following the resignation of Peter Redmond from the Board, John Bryant became Chairman of the Audit Committee.   
While Mr Bryant does not have specific financial qualifications, the Board considers that the breadth and depth of his 
experience at Board level and his knowledge of the company’s business makes him extremely well qualified for this role, 
and the work of the Audit Committee is in no way compromised. Additionally, the auditor is able to provide further 
specialist support when requested.  
 
The Board believes, however, that the Audit Committee would be strengthened with the addition of another non-
executive director with specific financial experience.   
 
The Remuneration Committee was made up of John Bryant as Chairman and Peter Redmond during the period, with the 
Company Secretary serving as secretary. 
 
The Remuneration Committee determines, on behalf of the Board, the group’s policy on executive remuneration and the 
remuneration packages for executive directors. It also approves and administers the executive share option scheme, the  WEATHERLY INTERNATIONAL PLC  
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18 
long term incentive plan (LTIP) and the grant of options as part of the remuneration package. The Committee met five 
times during the period, with John Bryant and Peter Redmond in attendance on each occasion.  
 
The Nominations Committee was made up of Peter Redmond and John Bryant during the period. 
 
In addition to its role of considering the appointment of directors and senior managers, the Nominations Committee is 
also charged with reporting to the Board on the effectiveness of the Board, its sub-committees and its directors, and it 
does this at the end of the annual audit cycle. The Committee did not meet formally during the year. The appointment of 
Alan Stephens as a non-executive director involved all members of the Board, which also sought independent advice 
before making the appointment.  
 
Since the period ended, the constitution of these three standing committees has been changed. For the current year, the 
Audit Committee will be made up of John Bryant (Chairman) and Alan Stephens; the Remuneration Committee will be 
made up of Alan Stephens (Chairman) and John Bryant; and the Nominations Committee will be made up of Wolf 
Martinick (Chairman) and Rod Webster with either Alan Stephens or John Bryant.  
 
Prior to the end of the reporting period, the Board had not nominated a senior independent non-executive director in line 
with the Quoted Companies Alliance Guidance. This was remedied at the Board meeting on 10 October 2008 when John 
Bryant was nominated as the senior independent non-executive director. At the same Board meeting, the directors also 
adopted the guidance on Corporate Governance for AIM Listed Companies by the Quoted Company Alliance and in 
future will be reporting our performance against the guidance. 
 
The relatively small number of share options that have been granted to the non-executive directors do not, in the opinion 
of Weatherly’s advisers or its directors, impair their independence. 
 
Attendance at meetings 
 
Directors’ attendance at meetings of the Board and its sub-committees during the period was as follows: 
 
Wolf Martinick - Board       8 of 16  
Rod Webster - Board     14 of 16 
Paul Craven - Board     16 of 16 
Peter Redmond  - Board     15 of 16   Audit Committee 3 of 3     Remuneration Committee 5 of 5 
John Bryant - Board     15 of 16   Audit Committee 3 of 3    Remuneration Committee 5 of 5 
 
During the year there were six scheduled Board meetings with a technical session for the directors on the preceding day. 
These technical sessions were attended by all the directors with the exception of Peter Redmond for the June session. 
There were a number of Board meetings called at short notice during the year when the company was formally in an 
offer period. During this period a sub-committee of the board was appointed and met frequently. This sub-committee 
reported to the Board, thus increasing the number of unscheduled Board meetings. There were no meetings of the 
Nominations Committee during the period. 
 
Internal control 
 
The Board is responsible for reviewing and approving the adequacy and effectiveness of the group’s internal controls, 
including financial and operational control, risk management and compliance. 
 
In order to establish effective procedures for internal control and communicate this throughout the group, including its 
subsidiaries, the Board has issued two important documents to all staff known as the Board Protocol and the Manual of 
Internal Control. 
 
The key elements of the group’s internal control are set out in these documents, and contain: 
• a clearly defined structure for the group, its subsidiaries and management teams; 
• powers which the Board has reserved to itself. These include the approval of all business plans and budgets for the 
group and all its subsidiaries, the establishment of subsidiary companies and appointment of directors to them, and 
the process for project approval and capital expenditure; 
• terms of reference for the Audit and Remuneration Committees, which define the roles of its directors; 
• information about how often the Board should meet (as a minimum) and an annual cycle of meetings. This covers the 
process for the preparation of Board agendas, Board papers and their prior consideration by the management team 
at its weekly meetings; 
• detailed business plans and budgets to be approved annually and performance monitored by the management team 
and the Board at its monthly meetings; and 
• procedures for the approval of expenditure, the levels of authority and the management controls. 
  WEATHERLY INTERNATIONAL PLC  
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19 
The directors acknowledge their responsibility for the group’s system of internal financial control and risk management, 
and place considerable importance on maintaining this. The Manual of Internal Control and the process for authorisation 
that it imposes, together with the Board Protocol setting out the process for authorising business plans, budgets and 
projects, form an important part of our decision making process; however, this can only provide reasonable and not 
absolute assurance against material errors, losses or fraud. 
 
There is currently no internal audit function within the group owing to the small size of the administrative function.  
However, there is a high level of review by directors and a clear requirement for them to authorise transactions. Should 
the need for a separate internal audit function become apparent, the Board will establish one. 
 
The Board Protocol and the Manual of Internal Control will continue to be updated and refined as Weatherly’s business 
evolves and grows. In the difficult period prior to refinancing, there was an understandable disruption to normal 
administration but greater emphasis will be placed moving forward on maintaining a formal cycle of meetings and the 
timely production of documentation. 
 
Relations with shareholders 
 
The company endeavours to maintain regular communications with shareholders through regulatory announcements, via 
the Weatherly International website and by direct contact with its major shareholders. The Board values the views of its 
shareholders and fosters continuing dialogue with investment and fund managers, other investors and equity analysts to 
ensure that the investing community receives an informed view of the group’s prospects, plans and progress.  
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
20 
Directors’ remuneration report 
 
Remuneration Committee 
The company has established a Remuneration Committee which is constituted in accordance with the recommendations 
of the Combined Code. The members of the Committee for the year ended 30 June 2008 were John Bryant and Peter 
Redmond who were both independent, non-executive directors, and the Committee was chaired by Peter Redmond. 
 
Neither member of the Committee has any personal financial interest (other than as a shareholder), conflicts of interests 
arising from cross-directorships or day-to-day involvement in running the business. The Committee makes 
recommendations to the Board. No director plays a part in any discussion about his own remuneration. 
 
In determining the directors’ remuneration for the year, the Committee consulted Rod Webster (Chief Executive) and 
Max Herbert (Company Secretary) about its proposals. The Committee also appointed Halliwell Consulting Limited to 
provide LTIP management and options valuation advice. 
 
Remuneration policy for the executive directors 
Executive remuneration packages are designed to attract, motivate and retain directors of the highest calibre to lead the 
company and to reward them for enhancing value to shareholders. The performance management of the executive 
directors and key members of senior management and the determination of their annual remuneration package are 
undertaken by the Committee. 
 
There are five main elements of the remuneration package for executive directors and senior management: 
• Basic annual salary 
• Benefits-in-kind 
• Annual bonus payments 
• Share option incentives 
• Pension arrangements. 
 
The company’s policy is that a substantial proportion of the remuneration of the executive directors should be 
performance-related. Executive directors may earn an annual bonus payment together with the benefits of participation in 
share option schemes. 
 
Basic salary 
An executive director’s basic salary is reviewed by the Committee prior to the beginning of each year and when an 
individual changes position or responsibility. In deciding appropriate levels, the Committee considers the group as a 
whole and relies on objective research which gives up-to-date information on a comparator group of companies. 
 
Benefits-in-kind 
The executive directors receive certain benefits-in-kind, principally private medical insurance. The CEO’s related 
company was provided an allowance of £52,000 for accommodation expense during the year. 
 
Annual bonus payments 
The Committee establishes the objectives that must be met for each financial year if a cash bonus is to be paid. In 
setting appropriate bonus parameters, the Committee refers to the objective research on a comparator group of 
companies as noted above. The Committee believes that any compensation rewarded should be tied to the interests of 
the company’s shareholders and that the principal measure of those interests is total shareholder return. Account is also 
taken of the relative success of the different parts of the business for which the executive directors are responsible and 
the extent to which the strategic objectives set by the Board are being met. The maximum performance-related bonus 
that can be achieved is 100% per cent of basic annual salary. Payment of all directors’ bonuses has been deferred for 12 
months. The strategic objectives, control system and indicators are also aligned to total shareholder return. 
 
Share options 
The company issues share options to its staff under the two incentive schemes: an unapproved share option scheme 
and a long term incentive plan.  The Remuneration Committee has responsibility for the administration of these schemes 
and the grant of options under its terms. This includes setting the performance criteria that must be met and the strike 
price of the options, which is at a premium to market price at the time of grant. The details of these awards are set out 
below and their accounting treatment is dealt with in note 33 to the financial statements.  
 
Pension arrangements 
Executive directors receive pension contributions to their own private pension schemes.  
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
21 
Service contracts 
The executive directors have all signed service agreements with the company. These contracts do not have fixed terms 
but are subject to 12 months notice by the company and 6 months notice by the executive director. The non-executive 
directors are appointed by a letter of appointment for a fixed term of two years. Contracts may be terminated by giving 
two months notice, without compensation for loss of office. All newly appointed directors are required to offer themselves 
for election at the next Annual General Meeting of the company and their appointments are subject to them being so 
elected. 
 
Non-executive directors 
All non-executive directors have specific terms of engagement and their remuneration is determined by the Board within 
the limits set by the Articles of Association and based on independent salary surveys of fees paid to non-executive 
directors of similar companies. The basic fee paid to each non-executive director in the year was £30,000 (US$60,130). 
The non-executives receive further fees for additional work performed for the company on the basis of the number of 
additional days worked.  
 
Aggregate directors’ remuneration 
The total amounts for directors’ remuneration were as follows: 
30 June 2008 30 June 2007
US$,000 US$,000
Directors' emoluments 1,440 702                
Pension contributions 27 -                 
1,467 702 
In respect to the highest paid director:
Aggregate emoluments 592                322                
 
Directors’ share options 
 
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares 
in the company granted to or held by the directors. Details of the options during the year are as follows: 
 
 
Name of director
1 July 2007 Warrants/ 
options granted
30 June 2008 Warrant/option 
price pence Expiry date
R J Webster 1,248,489 -  1,248,489 5.0 15 July 2010
1,248,491 -  1,248,491 12.0 15 July 2010
W G Martinick 1,248,490 -  1,248,490 5.0 15 July 2010
1,248,488 -  1,248,488 12.0 15 July 2010
P G Craven 500,000 -  500,000 23.5 17 April 2012
P G Craven -  75,000 75,000 20.5 24 April 2013
P Redmond -  75,000 75,000 20.5 24 April 2013
J Bryant -  75,000 75,000 20.5 24 April 2013
5,493,958 225,000 5,718,958 
1
1
 
 
1
 These options were not taken up and lapsed at 30 September 2008. 
 
The share price movements during the year were as follows: high of 27p, low of 14p and a closing share price at  
30 June 2008 of 14.3p. 
 
There have been no variations to the terms and conditions or performance criteria for share options during the financial 
year. 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
22 
 
Approval 
This report was approved by the board of directors on 26 February 2009 and signed on its behalf by: 
 
 
 
 
 
 
 
Rod Webster 
Chief Executive Officer 
26 February 2009 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
23 
Report of the independent auditor to the members of Weatherly International plc 
We have audited the group financial statements of Weatherly International plc for the year ended 30 June 2008 which 
comprise the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in  
equity, the consolidated cash flow statement and notes 1 to 40. These group financial statements have been prepared 
under the accounting policies set out therein. 
 
We have reported separately on the parent company financial statements of Weatherly International plc for the year 
ended 30 June 2008.  
 
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 
1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are 
required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not 
accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit 
work, for this report, or for the opinions we have formed.  
 
Respective responsibilities of directors and auditors 
 
The directors' responsibilities for preparing the annual report and the group financial statements in accordance with 
United Kingdom law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set 
out in the statement of directors' responsibilities. 
 
Our responsibility is to audit the group financial statements in accordance with relevant legal and regulatory requirements 
and International Standards on Auditing (UK and Ireland). 
 
We report to you our opinion as to whether the group financial statements give a true and fair view and whether the 
group financial statements have been properly prepared in accordance with the Companies Act 1985. We also report to 
you whether in our opinion the information given in the directors' report is consistent with the financial statements. The 
information given in the directors' report includes that specific information presented in the chairman's statement and the 
chief executive's review that is cross referred from the business review section of the directors' report. 
 
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our 
audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.  
 
We read other information contained in the annual report and consider whether it is consistent with the audited group 
financial statements. The other information comprises only the directors' report, the chairman's statement, chief 
executive's review, corporate governance report and the directors’ remuneration report. We consider the implications for 
our report if we become aware of any apparent misstatements or material inconsistencies with the group financial 
statements. Our responsibilities do not extend to any other information. 
 
Basis of audit opinion 
 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing 
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in 
the group financial statements. It also includes an assessment of the significant estimates and judgments made by the 
directors in the preparation of the group financial statements, and of whether the accounting policies are appropriate to 
the group's circumstances, consistently applied and adequately disclosed. 
 
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable assurance that the group financial statements are free 
from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also 
evaluated the overall adequacy of the presentation of information in the group financial statements. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
24 
Opinion 
 
In our opinion: 
• the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European 
Union, of the state of the group's affairs as at 30 June 2008 and of its loss for the year then ended; 
• the group financial statements have been properly prepared in accordance with the Companies Act 1985; and  
• the information given in the directors' report is consistent with the financial statements. 
 
Emphasis of matter - going concern basis of preparation  
 
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the 
disclosures made in the “Going concern” paragraph on page 37 of the financial statements. This concerns the 
uncertainty that the directors  will be able to execute their plans so as to enable the group to continue as a going concern 
for at least 12 months from the date of approval of the accounts.  
 
In view of the significance of these uncertainties we consider that they should be drawn to your attention, but our opinion 
is not qualified in this respect. 
 
 
 
 
 
 
 
GRANT THORNTON UK LLP 
REGISTERED AUDITORS 
CHARTERED ACCOUNTANTS 
GATWICK 
26 February 2009  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
25 
Consolidated income statement 
For the year ended 30 June 2008 
 
Year ended Year ended 
30 June 2008 30 June 2007
Note US$,000 US$,000
Revenue 5 105,449 63,158 
Cost of sales (100,393) (55,946)
Gross profit 5,056 7,212 
Other operating income 1,331 1,608 
Administrative expenses (11,736) (7,518)
Discount on acquisition 17 -  17,725 
(Loss)/profit on sales of assets 11 (187) 9,530 
Release of environmental liability 11, 29 2,178 -
Fair value of financial instruments through profit 
and loss 12 1,666 -
Impairment of assets 38 (50,837) -
Operating (loss)/profit (52,529) 28,557 
Finance costs - environmental provision 13, 29 (116) (592)
Foreign exchange loss (720) (345)
Finance costs 13 (1,253) -
Finance income 10 549 350 
(Loss)/profit on ordinary activities before income tax (54,069) 27,970 
Income tax expense 14 -  -
(Loss)/profit on ordinary activities after income tax (54,069) 27,970 
Allocated as follows:
(Loss)/profit attributable to equity shareholders 
of parent entity (52,393) 27,371 
Minority interest 31 (1,676) 599 
(54,069) 27,970 
Total and continuing (loss)/earnings per share
Basic (US cents per share) 16 (13.15) 8.20 
Diluted (US cents per share) 16 (13.15) 8.13 
 
 
 
Continuing operations 
 
All activities are continuing operations. None of the group's activities were discontinued during the current year or in 
previous periods.  
 
 
 
 
 
The notes on pages 29 to 69 form part of these financial statements. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
26 
Consolidated balance sheet 
At 30 June 2008 
As at As at
30 June 2008 30 June 2007
Note US$,000 US$,000
Assets
Non-current assets
Property, plant and equipment 19 (a) 65,238 94,909 
Investment properties 19 (b) 1,282 1,534 
Intangible assets 18 560 6,175 
Investments 20(b) 9,575 -
Total non-current assets 76,655 102,618 
Current assets
Inventories 22 8,779 1,504 
Trade and other receivables 23 23,780 8,493 
Cash and cash equivalents 5,385 13,280 
Total current assets 37,944 23,277 
Total assets 114,599 125,895 
Current liabilities
Trade and other payables 27 35,742 9,587 
Unsecured creditors subject to a compromise 
on acquisition 27 1,523 6,963 
Bank borrowings 24 -  1,204 
Total current liabilities 37,265 17,754 
Non-current liabilities
Trade and other payables 28 123 381 
Unsecured creditors subject to a compromise 
on acquisition 28 2,370 4,321 
Loans 24, 25 12,469 -
Deferred revenue 21, 26 4,944 -
Provisions 29 133 4,248 
Total non-current liabilities 20,039 8,950 
Total liabilities 57,304 26,704 
Net assets 57,295 99,191 
Equity
Issued capital 30 3,519 3,043 
Share premium 71,702 53,665 
Merger reserve 18,471 18,471 
Capital redemption reserve 454 454 
Share-based payments reserve 775 271 
Other reserves 4,291 -
Foreign exchange reserve (7,435) 3,100 
Retained earnings (34,441) 17,952 
Equity attributable to shareholders of the 
parent company 57,336 96,956 
Minority interests 31 (41) 2,235 
57,295 99,191 
 
 
 
 
 
 
....................................................................... 
On behalf of the Board: 
 
R J Webster 
Chief Executive Officer 
Approved by the Board on 26 February 2009 
 
The notes on pages 29 to 69 form part of these financial statements.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
27 
Consolidated statement of changes in equity 
For the year ended 30 June 2008 
Issued 
capital
Share 
premium
Merger 
reserve
Capital 
redemp-
tion 
reserve
Share-
based 
payment 
reserve
Foreign 
exchange 
reserve
Other 
reserve
Retained 
earnings
Subtotal Minority 
interest
Total equity
$,000 $,000 $,000 $,000 $,000 $,000 $,000 $,000 $,000 $,000 $,000
At 1 July 2006 2,779 27,983 6,151 - 48 - - (9,419) 27,542 - 27,542
Exchange differences 
on translation of 
foreign operations
- - - - - 3,100 - - 3,100 - 3,100
Minority interest 
recognised directly in 
equity
- - - - - - - - - 1,636 1,636
Net income 
recognised directly into 
equity
- - - - - 3,100 - - 3,100 1,636 4,736
Profit for the period - - - - - - - 27,371 27,371 599 27,970
Total recognised 
income and expense
- - - - - 3,100 - 27,371 30,471 2,235 32,706
Issue of shares 718 25,682 12,320
-
- - - - 38,720 - 38,720
Repurchase of 
deferred shares
(454) - - 454 - - - - - - -
Share based 
payments
- - - - 223 - - - 223 - 223
At 30 June 2007 3,043 53,665 18,471 454 271 3,100 - 17,952 96,956 2,235 99,191
Exchange differences 
on translation of 
foreign operations
- - - - - (10,535) - - (10,535) (600) (11,135)
Fair value movement 
in investments
- - - - - - 4,760 - 4,760 - 4,760
Net income 
recognised directly into 
equity
- - - - - (10,535) 4,760 - (5,775) (600) (6,375)
Loss for the period - - - - - - - (52,393) (52,393) (1,676) (54,069)
Total recognised 
income and expense
- - - - - (10,535) 4,760 (52,393) (58,168) (2,276) (60,444)
Issue of shares 476 18,037 - - - - - - 18,513 - 18,513
Share-based 
payments
- - - - 504 - - - 504 - 504
Equity component of 
compound financial 
instument
- - - - - - (469) - (469) - (469)
At 30 June 2008 3,519 71,702 18,471 454 775 (7,435) 4,291 (34,441) 57,336 (41) 57,295
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The notes on pages 29 to 69 form part of these financial statements.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
28 
Consolidated cash flow statement 
For the year ended 30 June 2008  
Year ended Year ended
Notes 30 June 2008 30 June 2007
US$,000 US$,000
Cash flows from operating activities
(Loss)/Profit for the period (54,069) 27,970 
Adjusted by:
Depreciation of property, plant and equipment 5,138 6,742 
Discount on acquisition -  (17,725)
Share-based payment expenses 504 223 
Profit on sale of assets (1,991) (9,240)
Charge for environmental provision -  592 
Impairment of assets 50,837 -  
Fair value adjustment through profit and loss account (2,899) -  
Fair value adjustment of put options 1,233 -  
Finance charge 1,253 -  
Interest received (549) (350)
(543) 8,212 
Movements in working capital
Increase in inventories (7,275) (313)
(Increase)/decrease in trade and other receivables (14,537) 1,960 
Increase/(decrease) in trade and other payables 26,030 (12,148)
Net cash generated by /(used in) operating activities 3,675 (2,289)
Cash flows from investing activities
Interest received 549 441 
Payments for property, plant and equipment (35,795) (33,372)
Receipts from sales of property, plant and equipment 601 10,759 
Purchase of shares in subsidiary 17 -  (20,000)
Net cash acquired in subsidiary undertaking 17 -  14,893 
Payments to acquire investments - acquisition costs 17 -  (1,942)
Proceeds from sale of Tsumeb dumps 21 2,886 -  
Net cash used in investing activities (31,759) (29,221)
Cash flows from financing activities
Proceeds from issue of equity shares 30 20,007 27,205 
Associated costs of issue of equity shares 30 (1,494) (1,237)
Financing of creditors compromise on acquisition (7,391) (3,057)
Interest paid and finance charges (1,253) (91)
Commodity contracts 26 (1,234) -  
Convertible note proceeds 25 11,250 -  
Net cash generated by financing activities 19,885 22,820 
Decrease in cash (8,199) (8,690)
Reconciliation to net cash
Net cash at 1 July 12,076 18,842 
Decrease in cash (8,199) (8,690)
Foreign exchange gains 1,508 1,924 
Net cash at 30 June 5,385 12,076 
Cash at bank 5,385 13,280 
Bank overdraft 24 -  (1,204)
Net cash at 30 June 5,385 12,076 
 
 
The notes on pages 29 to 69 form part of these financial statements. WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
29 
Notes to the consolidated financial statements 
For the year ended 30 June 2008 
 
1. NATURE OF OPERATIONS AND GENERAL INFORMATION 
 
Weatherly International plc and subsidiaries' (“the group's”) principal activities include the mining, smelting and sale of 
copper. 
 
Weatherly International plc is the group's ultimate parent company. It is incorporated and domiciled in Great Britain. The 
address of Weatherly International plc's registered office, which is also its principal place of business, is Marble Arch 
Tower, 55 Bryanston Street, London W1H 7AJ. Weatherly International plc's shares are listed on the Alternative 
Investment Market of the London Stock Exchange. 
 
Weatherly International's financial statements are presented in United States dollars (US$), which is also the functional 
currency of the parent company. 
 
These consolidated financial statements were approved for issue by the Board of directors on 26 February 2009. 
 
2. FIRST TIME ADOPTION 
The opening IFRS balance sheet as at the date of transition on 1 July 2006 has been prepared in accordance with the 
measurement and recognition rules of IFRS 1 “First time adoption of International Financial Reporting Standards”. The 
most significant optional exemptions adopted are as follows: 
a) IAS 21 The effects of foreign exchange differences 
Cumulative translation differences on foreign operations which existed at the time of the transition can be 
transferred into the retained earnings, and the foreign exchange reserve therefore shows only differences 
arising after transition (IFRS 1 “First time adoption of IFRS”). 
b) IFRS 3 Business combinations 
Business combinations prior to the date of transition to IFRS need not be restated (IFRS 1 “First time adoption 
of IFRS”).  Business combinations prior to the date of transition were dealt with by the purchase method of 
accounting. 
c) IFRS 2 Share-based payments 
IFRS 2 Share-based payments has not been applied to share options granted after 7 November 2002 but which 
had vested by 1 July 2006, the date of transition to IFRS. 
 
Future periods 
At the date of authorisation of these financial statements, the following standards and interpretations (which have not 
been applied in these financial statements) were in issue but not yet effective: 
• IAS 1 Presentation of financial statements (revised 2007) (effective 1 January 2009) 
• IAS 23 Borrowing costs (revised 2007) (effective 1 January 2009) 
• Amendment to IAS 32 Financial instruments: presentation and IAS 1 Presentation of financial statements - 
puttable financial instruments and obligations arising on liquidation (effective 1 January 2009) 
• IAS 27 Consolidated and separate financial statements (revised 2008) (effective 1 July 2009) 
• Amendment to IFRS 2 Share-based payment - vesting conditions and cancellations (effective 1 January 2009) 
• Amendments to IFRS 1 First-time adoption of International Financial Reporting Standards and IAS 27 
Consolidated and separate financial statements - costs of investment in a subsidiary, jointly controlled entity or 
associate (effective 1 January 2009) 
• Amendment to IAS 39 Financial instruments: recognition and measurement - eligible hedged items (effective 1 
July 2009) 
• Improvements to IFRSs (effective 1 January 2009, other than certain amendments effective 1 July 2009) 
• IFRS 3 Business combinations (revised 2008) (effective 1 July 2009) 
• IFRS 8 Operating segments (effective 1 January 2009) 
• IFRIC 12 Service concession arrangements (effective 1 January 2008) 
• IFRIC 13 Customer loyalty programmes (effective 1 July 2008) 
• IFRIC 14 IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction 
(effective 1 January 2008) 
• IFRIC 15 Agreements for the construction of real estate (effective 1 January 2009) 
• IFRIC 16 Hedges of a net investment in a foreign operation (effective 1 October 2008) 
The directors anticipate that the adoption of these standards and interpretations in future periods will have no material 
impact on the financial statements of the group except for additional segment disclosures when IFRS 8 comes into effect 
for periods commencing on or after 1 January 2009, and the amendments to the presentations of the primary statements 
when IAS 1 (revised) comes into effect.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
30 
3. SIGNIFICANT ACCOUNTING POLICIES 
Basis of preparation 
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as 
adopted by the European Union. 
 
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties 
and financial instruments. The principal accounting policies adopted are set out below. 
 
Basis of consolidation 
The consolidated financial statements incorporate the financial statements of the company and entities controlled by the 
company (its subsidiaries) made up to 30 June each year. Control is achieved where the company has the power to 
govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. 
 
Minority interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein.  
Minority interests consist of the amount of those interests at the date of the original business combination (see below) 
and the minority in excess of the minority’s share of changes in equity since the date of the combination. Losses 
applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests 
of the group except to the extent that the minority has a binding obligation and is able to make an additional investment 
to cover the losses. 
 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement 
from the effective date of acquisition or up to the effective date of disposal, as appropriate. 
 
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used 
into line with those used by the group. 
 
All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
 
Business combinations 
The acquisition of subsidiaries is accounted for using the purchase method. The cost of an acquisition is measured at the 
aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity 
instruments issued by the group in exchange for control of the acquiree, plus any costs directly attributable to the 
business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for 
recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or 
disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current assets held for sale and 
discontinued operations, which are recognised and measured at fair value less costs to sell.   
 
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of 
the business combination over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent 
liabilities recognised.  If, after reassessment, the group’s interest in the net fair value of the acquiree’s identifiable assets, 
liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in 
profit or loss. 
 
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value 
of the assets, liabilities and contingent liabilities recognised. 
 
Intangible assets 
Exploration and evaluation expenditure 
Exploration and evaluation (E & E) expenditure costs comprise costs associated with the acquisition of mineral rights and 
mineral exploration and are capitalised as intangible assets pending determination of the feasibility of the project. They 
also include certain administrative costs that are allocated to the extent that those costs can be related directly to 
operational activities. 
 
If an exploration project is deemed successful based on feasibility studies, the related expenditures are transferred to 
development and production (D & P) assets and amortised over the estimated life of the ore reserves on a unit of 
production basis. Where a project is abandoned or considered to be no longer economically viable, the related costs are 
written off in the income statement. 
 
Computer software 
Computer software is accounted for using the cost model, whereby capitalised costs are amortised on a straight line 
basis over their estimated useful lives (three years), as these are considered finite. Purchased software and the direct 
cost associated with the customisation and installation thereof is capitalised. Acquired computer software licences are 
capitalised on the basis of the cost incurred to acquire and install the specific software. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
31 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Costs associated with maintaining computer software, i.e., expenditure relating to patches  and other minor updates as 
well as their installation, are expensed as incurred. 
 
The amortisation charge reported in profit and loss is included in the income statement line item “administrative 
expenses”. Expenditure incurred to restore or maintain the originally assessed future economic benefits of existing 
software systems is recognised in profit and loss. 
 
Revenue recognition 
 
Revenue represents the amounts derived from the sale of copper and other metals in the production of copper which fall 
within the group’s ordinary activities, stated net of value added tax. 
 
Sales of goods are recognised when goods are delivered and title has passed. 
 
Interest income is reported using the effective interest method. Dividends received are recognised when the right to 
receive payment is established. 
 
Leases 
 
Operating leases 
Where the group is a lessee in a lease which does not transfer substantially all the risks and rewards of ownership from 
the lessor to the group, the total lease payments are charged to the income statement on a straight-line basis over the 
period of the lease. 
 
The group does not act as a lessor. 
 
Foreign currency translation 
The individual financial statements of each group company are presented in the currency of the primary economic 
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the 
results and financial position of each group company are expressed in US dollars, which is the functional currency of the 
company and the presentation currency for the consolidated financial statements. 
 
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s 
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.  
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at 
the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign 
currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that 
are measured in terms of historical cost in a foreign currency are not retranslated. 
 
Exchange differences are recognised in profit or loss in the period in which they arise except for: 
• exchange differences which relate to assets under construction for future productive use, which are included in the 
cost of those assets when they are regarded as an adjustment to interest costs on foreign currency borrowings; 
• exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial 
instruments/hedge accounting); and  
• exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is 
neither planned nor likely to occur, which form part of the net investment in a foreign operation, and which are 
recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net 
investment. 
 
For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign 
operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are 
translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, 
in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified 
as equity and recognised in the group’s foreign currency translation reserve. Such translation differences are recognised 
as income or as expenses in the period in which the operation is disposed of. 
 
On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to 
equity and, as previously described, the group has claimed the transitional exemption from retrospective application of 
IAS21 “The effects of changes in foreign exchange rates”. This means that equity will show any post-transition foreign 
exchange differences. Post-transition differences initially brought to equity are realised in the income statement on 
disposal of the business. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
32 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Borrowing costs 
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets 
that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of 
those assets until such time as the assets are substantially ready for their intended use or sale. 
 
All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 
 
Income taxes 
The tax expense represents the sum of the tax currently payable and deferred tax. 
 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 
income statement because it excludes items of income or expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the balance sheet date. 
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and 
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is 
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable 
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be 
available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if 
the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a 
business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the 
accounting profit. 
 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and 
associates, and interest in joint ventures, except where the group is able to control the reversal of the temporary 
difference and it is expected that the temporary difference will not reverse in the foreseeable future. In addition, tax 
losses available to be carried forward as well as other income tax credits to the group are assessed for recognition as 
deferred tax assets. 
 
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no 
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
 
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset 
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or 
credited directly to equity, in which case the deferred tax is also dealt with in equity. 
 
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against 
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to 
settle its current tax assets and liabilities on a net basis. 
 
Property, plant and equipment 
Non-mining assets 
Property, plant and equipment are recorded at cost net of accumulated depreciation and any provision for impairment. 
Depreciation is provided using the straight line method to write off the cost of the asset less any residual value over its 
useful economic life as follows:  
Freehold buildings   15 years  
Plant and machinery  3 to 15 years 
Development costs  life of mine 
Freehold land   not depreciated 
 
Development and production expenditure 
When exploration and evaluation work shows a mine to be commercially viable, the accumulated costs are transferred to 
property, plant and equipment. Mining plant and equipment consist of buildings, plant and machinery, which are 
depreciated over the shorter of the estimated useful life of the asset or the life of the mine. 
 
Mining property for mines in production, including pre-stripping costs, is written off on a unit of production basis over the 
life of the mine. 
 
Asset residual values and useful lives are reviewed annually and amended as necessary. Assets are reviewed for 
impairment whenever events or changes in circumstances indicate that the carrying amount of the fixed asset may not 
be recoverable. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying 
amount exceeds the higher of the asset’s fair value less costs to sell or value in use.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
33 
 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Development costs relating to major programmes at the existing mines are capitalised. These costs consist primarily of 
expenditure to expand the capacity of the operating mine. Day-to-day mine development costs to maintain production are 
expensed as incurred. Initial development and production costs, which include site establishment costs, are capitalised 
until production reaches 60% of budgeted commercial levels of production, at which time the accumulated costs are 
transferred to property, plant and equipment. Mining plant and equipment consists of buildings, plant and machinery, 
which are depreciated over the shorter of the estimated useful life of the asset or the life of the mine. 
 
Expenditure on advances to companies solely for exploration activities and the group’s own regional exploration activities 
prior to evaluation are capitalised, unless no further future benefit is considered likely. Exploration expenditure to define 
mineralisation at existing ore bodies or within the vicinity of existing ore bodies is considered mine development costs 
and is capitalised until production reaches 60% of budgeted commercial levels of production.  
 
Investment property 
Investment property, which is property held to earn rentals and/or for capital appreciation, is stated at its fair value at the 
balance sheet date.  Gains or losses arising from changes in the fair value of investment property are included in profit or 
loss for the period in which they arise. 
 
Impairment 
At each balance sheet date, the group reviews the carrying amounts of its tangible and intangible assets to determine 
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the 
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the 
asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount 
of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for 
impairment annually and whenever there is an indication that the asset may be impaired. 
 
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the 
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current 
market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash 
flows have not been adjusted. 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the 
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is 
recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the 
impairment loss is treated as a revaluation decrease. 
 
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to 
the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying 
amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in 
prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at 
a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 
 
Inventories 
Inventories are stated at the lower of cost and net realisable value, using the average cost or first-in first-out principle as 
appropriate. Cost includes all direct expenditure and related overheads incurred to the balance sheet date. Cost is 
determined on the following bases: 
• Copper concentrate is valued at the average total production cost at the relevant stage of production; 
• Copper on hand is valued on an average total production cost method; and 
• Consumable stores are valued on a moving average cost basis. 
 
Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and 
selling expenses. 
 
Financial instruments 
The group uses financial instruments comprising cash, trade receivables, trade payables, convertible debt, derivatives 
and other equity investments that arise from its operations. 
 
Financial assets 
Financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held to 
maturity investments or available for sale financial assets, as appropriate. Financial assets are assigned to their different 
categories by management on initial recognition, depending on the purpose for which they were acquired.  
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
34 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid 
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of 
changes in value less bank overdrafts repayable on demand. 
 
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method less provision for impairment. A provision for impairment of trade receivables is established when there 
is objective evidence that the group will not be able to collect all amounts due according to the original terms of the 
receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial 
reorganisation, and default in payments are considered indicators that a trade receivable is impaired. The amount of the 
provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, 
discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an 
allowance account, and the amount of the loss is recognised in the income statement within administrative expenses.  
 
When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent 
recoveries of amounts previously written off are credited against administrative expenses in the income statement. 
 
Derecognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are 
transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for 
impairment is undertaken at least at each balance sheet date, whether or not there is objective evidence that a financial 
asset or a group of financial assets is impaired. 
 
Financial liabilities and equity 
The group’s financial liabilities include bank overdrafts, loans, unsecured creditors, convertible debt and trade and other 
payables. Financial liabilities are recognised when the group becomes a party to the contractual agreements of the 
instrument. All interest-related charges are recognised as an expense in “finance costs” in the income statement.  
 
All loans and borrowings are initially recognised at the fair value net of issue costs associated with the borrowing. After 
initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective interest 
method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. 
Gains and losses on derecognition are recognised in finance charges. 
 
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest 
expense over the relevant period. The effective interest rate is that rate which exactly discounts estimated future cash 
payments through the expected life of the financial liability or, where appropriate, a shorter period. 
 
Trade payables are recognised initially at their fair value and subsequently measured at amortised costs less settlement 
payments. 
 
Equity 
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its 
liabilities. Equity instruments are recorded at the proceeds received net of direct issue costs. The group has in issue only 
ordinary shares and the conditions of the shares are such that they are accounted for as equity. 
 
Financial assets 
 
Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through 
profit or loss, and available-for-sale financial assets. Financial assets are assigned to the different categories by 
management on initial recognition, depending on the purpose for which they were acquired. The designation of financial 
assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available. 
 
All financial assets are recognised when the group becomes a party to the contractual provisions of the instrument. 
Financial assets other than those categorised as at fair value through profit or loss are recognised at fair value plus 
transaction costs. Financial assets categorised as at fair value through profit or loss are recognised initially at fair value 
with transaction costs expensed through the income statement. 
 
Financial assets at fair value through profit or loss include financial assets that are held for trading which include 
derivatives. Subsequent to initial recognition, the financial assets included in this category are measured at fair value with 
changes in fair value recognised in the income statement.   
 
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an 
active market. Trade receivables are classified as loans and receivables. Loans and receivables are measured 
subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any 
change in their value through impairment or reversal of impairment is recognised in the income statement. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
35 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Provision against trade receivables is made when there is objective evidence that the group will not be able to collect all 
amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined 
as the difference between the asset's carrying amount and the present value of estimated future cash flows. 
 
Available-for-sale financial assets include non-derivative financial assets that are either designated as such or do not 
qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are 
measured subsequently at fair value, with changes in value recognised in equity, through the statement of changes in 
equity. Gains and losses arising from investments classified as available-for-sale are recognised in the income statement 
when they are sold or when the investment is impaired. 
 
In the case of impairment of available-for-sale assets, any loss previously recognised in equity is transferred to the 
income statement. Impairment losses recognised in the income statement on equity instruments are not reversed 
through the income statement. Impairment losses recognised previously on debt securities are reversed through the 
income statement when the increase can be related objectively to an event occurring after the impairment loss was 
recognised in the income statement. 
 
An assessment for impairment is undertaken at least at each balance sheet date. 
 
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial 
asset is transferred and that transfer qualifies for derecognition.  A financial asset is transferred if the contractual rights to 
receive the cash flows of the asset have been transferred or the group retains the contractual rights to receive the cash 
flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset 
that is transferred qualifies for derecognition if the group transfers substantially all the risks and rewards of ownership of 
the asset, or if the group neither retains nor transfers substantially all the risks and rewards of ownership but does 
transfer control of that asset. 
 
Derivative financial instruments  
 
The group uses derivative financial instruments including copper put options to hedge its risks associated with 
commodity price fluctuations. Since 1 July 2006, such derivative financial instruments have been initially recognised at 
fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value, and 
the movement is credited or debited to the profit and loss account.  Derivatives are carried as assets when the fair value 
is positive and as liabilities when the fair value is negative. 
 
The group also has listed options that are considered derivative financial instruments. These instruments are measured 
at fair value at the balance sheet date, and the movement is credited or debited to the profit and loss account. 
 
Financial liabilities 
 
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the group becomes a 
party to the contractual provisions of the instrument.  Financial liabilities categorised as at fair value through profit or loss 
are recorded initially at fair value, and all transaction costs are recognised immediately in the income statement. All other 
financial liabilities are recorded initially at fair value, net of direct issue costs. 
 
Financial liabilities categorised as at fair value through profit or loss are remeasured at each reporting date at fair value, 
with changes in fair value being recognised in the income statement. All other financial liabilities are recorded at 
amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance 
cost in the income statement. Finance charges, including premiums payable on settlement or redemption and direct 
issue costs, are charged to the income statement on an accruals basis using the effective interest method and are added 
to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 
 
Financial liabilities are categorised as at fair value through profit or loss where they are classified as held-for-trading or 
designated as at fair value through profit or loss on initial recognition. All derivatives are classified as held-for-trading. A 
financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or 
cancelled or expires. 
 
Provisions 
 
Provisions are recognised when the present obligations arising from legal or constructive commitment resulting from past 
events are expected to lead to an outflow of economic resources from the group which can be estimated reliably. 
 
Provisions are measured at the present value of the estimated expenditure required to settle the present obligation, 
based on the most reliable evidence available at the balance sheet date. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
36 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
The group provides for rehabilitation and environmental obligations, and the increase in the present value of the 
rehabilitation provision is capitalised to property, plant and machinery. 
 
All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates. 
 
Equity 
 
Equity comprises the following: 
"Issued capital" represents the nominal value of equity shares. 
"Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares, 
net of expenses of the share issue. 
"Merger reserve" represents the excess over nominal value of the fair value of shares issued in a share for share 
exchange satisfying the conditions of section 131 of the Companies Act 1985. 
"Capital redemption reserve" represents the nominal value of shares redeemed. 
"Share-based payment reserve" represents equity-settled share-based employee remuneration until such share options 
are exercised. 
"Other reserve" represents the equity component of the secured convertible loan notes which have both a debt and 
equity component the revaluation of investments through equity. 
"Foreign exchange reserve" represents the differences arising from translation of investments in overseas subsidiaries. 
"Retained earnings" represents retained profits less retained losses. 
 
Share-based payments 
 
Equity-settled transactions 
The group operates equity-settled share-based compensation plans for remuneration of its employees. 
 
All employee services received in exchange for the grant of any share-based compensation are measured at their fair 
values. These are indirectly determined by reference to the share option awarded. Their value is appraised at the grant 
date and excludes the impact of any non-market vesting conditions (e.g. profitability or sales growth targets). 
 
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which 
they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant 
employees become fully entitled to the award. Fair value is determined by an external valuer using an appropriate pricing 
model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than market conditions 
linked to the price of the shares of the company. 
 
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a 
market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided 
that all other performance conditions are satisfied.  
 
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the 
vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions 
and the number of equity instruments that will ultimately vest; or in the case of an instrument subject to a market 
condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance 
sheet date is recognised in the income statement, with a corresponding entry in equity. 
 
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or 
settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In 
addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any 
modification, based on the difference between the fair value of the original award and the fair value of the modified 
award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. 
 
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not 
yet recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair 
value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being 
treated as an expense in the income statement. 
 
All equity-settled share-based payments are ultimately recognised as an expense in the profit and loss account with a 
corresponding credit to "other reserve". 
 
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs, up to the nominal 
value of the shares issued, are reallocated to share capital with any excess being recorded as additional share premium. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
37 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Employee benefits 
Defined contribution pension scheme 
The pension costs charged against profits are the contributions payable to the scheme in respect of the accounting 
period. 
 
The group pays contributions to personal pension schemes of employees, which are administered independently of the 
group. 
 
4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY 
In the application of the group’s accounting policies, described in note 3, the directors are required to make judgments, 
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other 
sources. The estimates and associated assumptions are based on historical experience and other factors that are 
considered to be relevant. Actual results may differ from these estimates. 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the 
revision and future periods if the revision affects both current and future periods.  
 
Critical judgments in applying the group’s accounting policies 
The following are the critical judgments, apart from those involving estimations (which are dealt with separately below), 
that the directors have made in the process of applying the group’s accounting policies and that have the most significant 
effect on the amounts recognised in financial statements. 
 
Going concern 
Since the year end there have been a number of events that have had a major impact on the company and its 
operations.  
 
Firstly, copper prices fell from around US$8,800 to around US$3,000 as a result of the global economic downturn, 
making our copper mines in Namibia uneconomic. The directors concluded that copper prices were unlikely to recover in 
the short term and took the decision to close the company’s mines.  
 
Secondly, the company negotiated and entered into new long term (5-year) contracts to smelt concentrate from Louis 
Dreyfus and Chelopech in the Tsumeb smelter, so securing its throughput and revenues subject to these suppliers 
continuing to be able to provide contracted amounts of copper concentrate. 
  
Thirdly, the company has secured loans totalling US$11.3 million from Chelopech and Louis Dreyfus of which US$3.9 
million remained committed but undrawn as at 31 January 2009 which has enabled it to pay the redundancy costs 
associated with the closure of the mines, to fund the future improvements scheduled at the smelter and to provide 
additional working capital. The repayment conditions attached to the loans put constraints on the free cash flows from the 
revenues deriving from the smelter until repayment of the loans. The loan also includes a provision for a monthly 
management fee of US$150,000 payable to Weatherly International for the operation of its head office. 
 
Finally, as part of this financial restructuring, the conditions attached to the existing convertible note holders were 
renegotiated. The strike price for conversion was reduced from 23.5p to 8p and the terms of repayment were 
restructured so that US$3 million plus interest is payable in May 2009, US$4 million plus interest in May 2010, and US$5 
million plus interest in May 2011. The payment to be made in May 2009 can be deferred for 12 months subject to the 
application of a higher rate of interest. 
 
In the light of these substantial changes to our business, the directors have reviewed the business model and the 
assumptions contained within it and believe them to be reasonable. However, there are a number of uncertainties around 
the assumptions that have the potential to negatively impact on the company’s ability to deliver the forecast cash flows.  
 
These are: 
• Continued supply of concentrates, as per contracted amounts, from Chelopech and Louis Dreyfus is entirely outside 
the control of the company, and any significant reduction in this supply will negatively impact the company’s 
profitability. 
• The smelter is assumed to operate at or near to 90% capacity with copper concentrates provided by Chelopech and 
Louis Dreyfus. The directors believe that this is a reasonable assumption given the smelter’s unique ability to treat 
concentrates with a high arsenic content and the lack of alternatives. Additionally, the smelter’s operational flexibility 
allows it to continue to generate positive revenues at capacities below design capacity.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
38 
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued) 
 
• Settlement of Weatherly Mining’s creditors in Namibia (approximately US$5million) and the repayment of the first 
tranche of the convertible loan note principal of US$3 million due in May 2009, if not deferred until May 2010, is 
dependent on the realisation of funds raised from the sale of the company’s assets, real estate, and plant and 
equipment in Namibia. The directors believe that sufficient funds will be raised to fund these liabilities and loan 
principal but there is no assurance that this will be the case. The interest payment of US$690,000 due in May 2009 
will be paid from current funds.   
• Weatherly Mining owes N$9.8 million (approximately US$1 million) in royalties to the Namibian Government up to 30 
June 2008.  It is the aim that the monies be paid. Weatherly Mining has filed for relief for royalties for the period 1 July 
2008 up until  the mines ceased operation, and the company expects the relief to be granted by the government in 
due course. However, there is no assurance that this will be the case. 
• No settlement of creditors (US$2.5 million) arising under the terms of the compromise agreement negotiated as part 
of the original mine acquisition in 2006. As the mines have been closed, the directors do not consider these monies to 
be payable and no provision has been made in respect of this liability. 
• In November 2008, the company became aware of a potential claim in the amount of £3.5million against the company 
from a third party in relation to an alleged previously unknown financial obligation. Since that date, a thorough 
investigation has been conducted. As a result, the company believes that, should this claim be pursued, it has a 
robust defence and would pursue a counterclaim for loss and damages against the other party. In these 
circumstances the directors do not believe that any provision for this contingent liability should be made. 
On the basis of the foregoing projections and assumptions, the directors consider that the group will continue to operate 
within its currently available funds and the proceeds from the projected sale of assets and that it is appropriate to prepare 
the financial statements on the going concern basis.    
 
Carrying value of property, plant and equipment 
All mining assets are amortised where the mine operating plan calls for production from well-defined mineral reserves 
over proven and probable reserves. 
 
For mobile and fixed plant, the straight-line method is applied over the estimated useful life of the asset which does not 
exceed the estimated mine life based on proven and probable mineral reserves as the useful lives of these assets are 
considered to be limited to the life of the relevant mine. 
 
The calculation of amortisation could be impacted to the extent that actual production in the future is different from 
current forecast production based on proven and probable mineral reserves. This would generally result to the extent that 
there are significant changes in any of the factors or assumptions used in estimating mineral reserves. 
 
These factors could include: 
• changes in proven and probable mineral reserves; 
• the grade of mineral reserves may vary significantly from time to time; 
• differences between actual commodity prices and commodity price assumptions; 
• unforeseen operational issues at mine sites; 
• changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange 
rates; and 
• changes in mineral reserves could similarly impact the useful lives of assets depreciated on a straight line basis, 
where those lives are limited to the life of the mine. 
 
The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of 
value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and 
assumptions. It is reasonably possible that the copper price assumption may change, which may then impact the 
estimated life of mine determinant and may then require a material adjustment to the carrying value of property, plant 
and equipment. 
 
The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the 
carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are 
largely independent of cash flows of other assets. If there are indications that impairment may have occurred, estimates 
are prepared of expected future cash flows for each group of assets. They are significantly affected by a number of 
factors including published reserves, resources, exploration potential and production estimates, together with economic 
factors such as spot and future copper prices, discount rates, foreign currency exchange rates, estimates of costs to 
produce reserves and future capital expenditure. 
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
39 
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued) 
 
Capitalisation of exploration and development costs 
The group capitalises exploration and development costs directly attributable to the exploration for, acquisition, 
construction or production of qualifying assets. Costs relating to the Burkina Faso exploration project have been 
capitalised and will continue to be treated this way until the project status changes from exploration/development to 
operation. 
  
The group assesses the stage of each mine construction project to determine when a mine moves into the production 
stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction 
project such as the complexity of plant and its location. The group considers various relevant criteria to assess when the 
mine is substantially complete and ready for its intended use and moves into the production stage. The criteria would 
include, but are not limited to, the following: 
• the level of capital expenditure compared to the construction cost estimates; 
• completion of a reasonable period of testing of the mine plan and equipment; 
• ability to produce copper in saleable form; and 
• ability to sustain ongoing production of copper. 
 
Fair value of derivatives and other financial instruments 
As described in note 35, the directors use their judgment in selecting an appropriate valuation technique for financial 
instruments not quoted in an active market. Valuation techniques commonly used by market practitioners are applied.  
For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific features 
of the instrument. Other financial instruments are valued using a discounted cash flow analysis based on assumptions 
supported, where possible, by observable market prices or rates. Details of the assumptions used and of the results of 
sensitivity analyses regarding these assumptions are provided in note 35. 
 
Convertible loan note treatment 
As described in note 25, the directors use their judgment in selecting an appropriate valuation technique for financial 
instruments not quoted in an active market. The convertible loan notes were a compound instrument with a debt and 
equity component. Management valued the debt element using the estimated market rate of interest for a pure debt 
instrument. This resulted in a negative equity residual value that the Board believes is appropriate as the instrument was 
issued primarily to existing shareholders, and was in substance a distribution. This negative equity component of 
US$0.469 million has been debited to other reserve as a component of shareholder equity. 
 
Foreign exchange differences on intra-group balances 
Loans to Namibian subsidiaries in substance form part of Weatherly’s net investment in its foreign operations; as such, 
exchange differences are classified as equity and put through the foreign currency translation reserve.   
 
Investment in Emerging Metals Limited  
The shares acquired as part of the consideration for the options over the Tsumeb slag dumps are classed as a financial 
asset fair valued through  equity.  
 
5. REVENUE 
 
An analysis of the group’s revenue is as follows: 
 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Continuing operations
Sale of goods 105,449 63,158 
Total revenue 105,449 63,158 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
40 
6. BUSINESS AND GEOGRAPHICAL SEGMENTS 
Business segments 
For management purposes, the group is currently organised into three divisions – Mining, Smelting and Administration. 
These divisions are the basis on which the group reports its primary segment information. 
 
Principal activities during the period were as follows: 
• Mining 
• Smelting 
 
Basis for inter-segment transfer price: the transfer price is a third party arms length price based on the London Metals 
Exchange price, calculated by the percentage of copper in concentrate. 
 
Segment information about these businesses is presented below.  
 
Year end 30 June 2008 segment reporting 
Mining Smelting
Other 
activities and 
corporate
Consolidation 
adjustments 
and elimina-
tions Consolidated
Year ended Year ended Year ended Year ended Year ended
30 June 2008 30 June 2008 30 June 2008 30 June 2008 30 June 2008
By business US$,000 US$,000 US$,000 US$,000 US$,000
Sales and other operating revenues
External sales 40 116,421 -  (11,012) 105,449 
Inter-segment sales 33,156 -  -  (33,156) -  
Segment revenues 33,196 116,421 -  (44,168) 105,449 
Interest and other revenues 98 -  451 -  549 
Total revenues 33,294 116,421 451 (44,168) 105,998 
Segment results
Profit and loss before depreciation, interest and tax (4,497) 4,934 (7,187) 10,025 3,275 
Depreciation (4,924) -  (10) (204) (5,138)
Finance costs and other finance expense (4,330) (693) 3,074 580 (1,369)
Impairment of assets (50,837) -  -  -  (50,837)
Profit/(loss) for the year (64,588) 4,241 (4,123) 10,401 (54,069)
Assets and liabilities
Segment assets 80,072 26,228 54,143 (45,844) 114,599 
Total assets 80,072 26,228 54,143 (45,844) 114,599 
Segment liabilities (72,828) (27,292) (13,570) 56,386 (57,304)
Total liabilities (72,828) (27,292) (13,570) 56,386 (57,304)
Other segment information
Capital expenditure
Intangible assets 65 -  495 -  560 
Property, plant and equipment 35,190 -  45 -  35,235 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
41 
6.   BUSINESS AND GEOGRAPHICAL SEGMENTS (continued) 
 
Year end 30 June 2007 segment reporting 
Mining Smelting
Other 
activities and 
corporate
Consolidation 
adjustments 
and elimina-
tions Consolidated
Year ended Year ended Year ended Year ended Year ended
30 June 2007 30 June 2007 30 June 2007 30 June 2007 30 June 2007
By business US$,000 US$,000 US$,000 US$,000 US$,000
Sales and other operating revenues
External sales
32 63,126 -  -  63,158 
Inter-segment sales
40,885 -  -  (40,885) -  
Segment revenues
40,917 63,126 -  (40,885) 63,158 
Interest and other revenues
-  -  350 -  350 
Total revenues
40,917 63,126 350 (40,885) 63,508 
Segment results
Profit and loss before depreciation, interest and tax
30,851 (1,622) (2,884) (8,766) 17,579 
Depreciation
(6,538) -  -  (204) (6,742)
Finance costs and other finance expense
(3,305) -  1,714 999 (592)
Discount on acquisition
(7,446) -  -  25,171 17,725 
Profit/(loss) for the year
13,562 (1,622) (1,170) 17,200 27,970 
Assets and liabilities
Segment assets
96,729 7,723 101,556 (80,163) 125,845 
Total assets
96,729 7,723 101,556 (80,163) 125,845 
Segment liabilities
(36,610) (2,849) (1,816) 14,571 (26,704)
Total liabilities
(36,610) (2,849) (1,816) 14,571 (26,704)
Other segment information
Capital expenditure
Property, plant and equipment
33,372 -  -  -  
33,372 
Acquisition of subsidiary undertaking
-  -  35,161 -  
35,161 
 
 
Geographical segments 
 
The group’s operations are located in Namibia and the UK. The Mining and Smelting divisions are located in Namibia, 
while the Administration function is carried out in London. All expenses relating to share-based payments relate to the 
head office function in London. All of the group’s revenue is generated in Namibia, but sales are made to customers 
internationally, primarily in Switzerland. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
42 
7. OPERATING (LOSS)/PROFIT 
 
Year ended Year ended
This is stated after charging/(crediting): 30 June 2008 30 June 2007
US$,000 US$,000
Management fees -  (88)
Depreciation of owned assets 5,138 6,742 
Impairment of property, plant and equipment 44,662 -  
Impairment of intangible assets 6,175 -  
Staff costs (see note 9) 17,623 15,743 
Operating lease payments 294 284 
Profit on sale of property, plant and equipment (see note 11) (1,991) (9,530)
Auditor's remuneration (note 8) 251 132 
 
 
8. AUDITOR’S REMUNERATION 
 
Year ended Year ended
The remuneration of the auditor is further analysed as follows: 30 June 2008 30 June 2007
US$,000 US$,000
Audit of the financial statements 136 59 
Other fees to auditors
Audit of Namibian subsidiaries 60 50 
Interim accounts review 40 23 
Tax review 15 -  
Total remuneration 251 132 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
43 
9. STAFF COSTS 
 
(a) Staff costs 
Year ending Year ending
The average number of employees, including directors 30 June 2008 30 June 2007
No. No.
Group:
Staff and directors 875 913
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Their aggregated remuneration comprised:
Wages and salaries 16,299 14,608
Social security costs 95 51
Pension contributions 576 668
Share-based payments 653 416
17,623 15,743
 
 
(b) Directors’ emoluments 
 
30 June 2008 30 June 2007
US$,000 US$,000
Directors' emoluments 1,440 702                
Pension contributions 27 -                 
1,467 702 
In respect to the highest paid director:
Aggregate emoluments 592                322                
 
 
Aggregate emoluments disclosed above do not include any amounts for the value of warrants to acquire ordinary shares 
in the company granted to or held by the directors. Details of the warrants are disclosed in the directors’ remuneration 
report on pages 20 to 22. 
 
(c) Key management personnel 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Senior management remuneration 1,569 728 
Senior management share-based payments 519 416 
 
 
Senior management personnel include all employees able to directly influence the strategic direction of the business. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
44 
10. FINANCE INCOME 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Interest revenue:
Bank deposits 549 350 
Total interest revenue 549 350 
Investment revenue earned on financial assets analysed by category 
of asset is as follows:
Loans & receivables (including cash and bank balances) 549 350
549 350 
 
 
 
11. OTHER GAINS AND LOSSES 
 
Year ending Year ending
30 June 2008 30 June 2007
US$,000 US$,000
Loss on sale of assets (187) -  
Profit on sale of exploration licenses -  9,530 
Release of environmental liability 2,178 -  
Profit on sale of assets 1,991 9,530 
 
 
12. FAIR VALUE OF FINANCIAL INSTRUMENTS THROUGH PROFIT AND LOSS 
 
30 June 2008 30 June 2007
US$,000 US$,000
Derivative instruments Note
Put options (held for trading) 26 (1,233) -  
Share options relating to EML (FVTPL) 21 2,899 -  
-  
Total fair value gains and losses of financial instruments 
through profit and loss
1,666 -  
 
 
13. FINANCE COSTS 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Interest on bank overdrafts and loans 1,253 -                  
Charge for environmental provision (see note 29) 116 592
Total interest expense 1,369 592 
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
45 
14. INCOME TAX EXPENSE 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
(Loss)/profit before tax (54,069) 27,970 
UK corporation tax @ 29.5% (2007: 30%) (15,950) 8,391 
Tax effects of:
Expenses not allowable for tax purposes (203) (2,926)
Capital profits not taxable (908) (3,949)
Impairment of asset 1,822 -  
Other adjustment 1,019 (28)
Pre-acquisition profits not allowable -  2,234 
Differences in local tax rates (5,571) 1,562 
Excess of capital allowances over depreciation 7,286 (3,729)
Tax losses utilised in period (2) (2,598)
Tax losses not for future utilisation 169 977 
Tax losses for future utilisation 12,338 66 
Total income tax expense -  -  
Unrecognised deferred tax provision
Accelerated capital allowances 14,791 24,806 
Share-based payments -  (81)
Tax losses - UK (1,702) (842)
Tax losses - Namibia (44,137) (25,658)
Unrecognised deferred tax asset (31,048) (1,775)
These deferred tax assets are unrecognised as there is uncertainty around their utilisation. 
 
 
The unrecognised deferred tax asset has no expiry period. 
 
15. DIVIDENDS AND OTHER APPROPRIATIONS 
No dividends or appropriations were declared, proposed or payable at 30 June 2008. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
46 
16. (LOSS)/EARNINGS PER SHARE 
The calculation of basic and diluted (loss)/earnings per ordinary share is based on the following data: 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
(Loss)/profit for the year attributable to equity (52,393) 27,371 
Basic (loss)/earnings per share (US cents) (13.15) 8.20 
Diluted (loss)/earnings per share (US cents) (13.15) 8.13 
 
 
 
Basic earnings per share has been calculated by dividing the (loss) /profit for the year attributable to ordinary 
shareholders by the weighted average number of shares in issue throughout the year; the diluted earnings per share has 
been calculated by dividing the (loss) /profit for the year attributable to ordinary shareholders by the weighted average 
number of shares including the effect of share options in issue. In the current year the share options and warrants are 
anti-dilutive due to the loss for the year. 
 
The weighted average number of ordinary shares used in the calculation of the basic and diluted (loss)/earnings per 
share for each year was calculated as follows: 
 
30 June 2008 30 June 2007
Issued ordinary shares at start of year 356,646,567 230,904,593 
Shares issued during the year 48,680,499 125,741,974 
Issued ordinary shares at end of year 405,327,066 356,646,567
Weighted average number of ordinary shares at end of year - basic 
earnings per share 398,431,898 333,749,965 
Effect of share options in issue 7,330,789 3,082,894 
Weighted average number of ordinary shares at end of year - diluted 
earnings per share 405,762,687 336,832,859
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
47 
17. BUSINESS COMBINATION 
 
On 19 July 2006, following approval from both Ongopolo and Weatherly, the company completed the purchase of a 97% 
stake in Ongopolo for consideration of US$35.16 million (including costs of US$2.41 million), consisting of a cash 
component and an issue of 47,050,256 new ordinary shares (at 14.75p per share) to the secured creditors of Ongopolo 
who had exchanged their debt for equity in Ongopolo. The purchase of Ongopolo has been accounted for by the 
acquisition method of accounting. Advantage has been taken of section 131 of the Companies Act 1985 on merger relief 
in respect of the premium on the issue of shares to finance the acquisition. 
 
The acquired assets and liabilities of Ongopolo were as follows: 
 
 
* Discount on acquisition (formerly negative goodwill under UK GAAP) arose as a result of the fair value of the net assets 
acquired being greater than the fair value of the purchase consideration paid, which is accounted for under IFRS3, 
Business Combinations. The effect of transition to IFRS is that the discount on acquisition is credited to retained earnings 
for the 6 months ended 31 December 2006 and year ended 30 June 2007. 
 
1
 Fair value adjustments: Land and buildings were fair valued using a professional value, and plant and equipment was 
fair valued on the basis of value in use. The amount shown as property, plant and equipment was further adjusted by an 
impairment that related to the year ended 30 June 2006 and an amount of fair value allocated to the sale of lease 1496. 
 
2
 Cash subscribed to on acquisition: Bank and cash adjusted by the amount subscribed for shares on acquisition, 
reduced by the interest payable on acquisition. The cash was retained in Ongopolo less the minority interest. 
 
3
 Effect of third party settlements: Loans settled with Standard Bank, Bank Windhoek and the Government of Namibia. 
 
4 
Creditor agreements: Waiver of tax penalties previously accrued and the discount on settlement under creditors’ 
voluntary arrangement. 
 
 
 
 
 
(a) Discount on acquisition
Book value Fair value 
adjustments
1
Cash 
subscribed 
on 
acquisition
2
Effect of 3rd 
party 
settlements
3
Creditors 
agreements
4
Fair value
US$,000 US$,000 US$,000 US$,000 US$,000 US$,000
Non-current assets
Property, plant and equipment 15,869 52,697 -  -  -  68,566 
Investment property -  1,503 -  -  -  1,503 
Current assets
Inventories 1,191 -  -  -  -  1,191 
Trade and other receivables 6,713 -  -  -  -  6,713 
Bank and cash 805 -  15,743 -  -  16,548 
Total assets 24,578 54,200 15,743 -  -  94,521 
Non-current liabilities
Bank loans (54,689) -  -  53,034 -  (1,655)
Trade and other payables (33,511) -  -  -  8,635 (24,876)
Other creditors (4,026) 3,057 -  (8,930) -  (9,899)
Provisions (3,569) -  -  -  -  (3,569)
Total liabilities (95,795) 3,057 -  44,104 8,635 (39,999)
Net assets (71,217) 57,257 15,743 44,104 8,635 54,522 
Total consideration 35,161 
Discount on acquisition * (19,361)
Eliminate minority interest 3% 1,636 
Discount on acquisition attributable to Weatherly International plc (17,725) WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
48 
17.  BUSINESS COMBINATION (continued) 
 
 
During the period from 1 July 2006 to the acquisition date of 19 July 2006, the operating loss of Ongopolo was not 
material. However, transactions occurred that related to the pre-acquisition results as follows: 
 
 
The amounts were adjusted in arriving at the fair value of the liabilities acquired. 
 
The business combination resulted in an adjustment under IFRS and has been shown in note 40, Transition to IFRS.  
The result of this acquisition under the IFRS impacted the year ended 30 June 2007. 
 
18. INTANGIBLE ASSETS 
 
Year ended 30 June 2007
Computer 
software Exploration
Mining 
licences
Total
US$,000 US$,000 US$,000 US$,000
Cost:
At 1 July 2006 -  -  6,175 6,175 
Additions -  -  -  -  
Disposals -  -  -  -  
Net book value at 30 June 2007 -  -  6,175 6,175 
Year ended 30 June 2008
Computer 
Software Exploration
Mining 
licences
Total
US$,000 US$,000 US$,000 US$,000
Cost:
At 1 July 2007 -  -  6,175 6,175 
Additions 65 495 -  560 
Disposals -  -  -  -  
Impairment loss -  -  (6,175) (6,175)
Net book value at 30 June 2008 65 495 -  560 
 
 
An upgrade to accounting software was undertaken during the year. Both the application for and the extension of the 
exploration licence PLLS 252 and retention licence of the tailings (PLLS 240) have been rejected and as a consequence 
the Zambian assets have been written down to zero. Capitalised exploration costs relate to the Burkina Faso project. 
 
  
Satisfied by:
 19 July 2006
US$,000
Issue of shares 12,752 
Transaction costs 2,409 
Cash 20,000 
Total consideration 35,161 
 19 July2006
US$,000
Waiver of tax penalties previously accrued 4,803 
Discounting of settlement under creditors' voluntary arrangement 3,832 
Impairment of development costs (700)
Interest on settlement of hire purchase lease on acquisition (485)
Total pre-acquisition profits 7,450  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
49 
19. PROPERTY, PLANT & EQUIPMENT 
a) 
 
Freehold 
property
Plant and 
machinery
Development 
costs
Totals
US$,000 US$,000 US$,000 US$,000
Cost:
At 1 July 2006 -  -  -  -  
Acquisition of subsidiary undertaking 45,171 23,095 300 68,566 
Additions -  12,957 20,415 33,372 
Disposals -  (842) (1,000) (1,842)
Exchange adjustment 1,305 70 (18) 1,357 
At 30 June 2007 46,476 35,280 19,697 101,453 
Depreciation:
At 1 July 2006 -  -  -  -  
Provided during the year (2,750) (3,992) -  (6,742)
Disposals -  323 -  323 
Exchange adjustment (55) (70) -  (125)
At 30 June 2007 (2,805) (3,739) -  (6,544)
Net book value at 30 June 2007 43,671 31,541 19,697 94,909 
Cost:
At 1 July 2007 46,476 35,280 19,697 101,453 
Additions 613 13,330 21,292 35,235 
Disposals (637) (2,025) -  (2,662)
Transfer (2,000) (1,089) 3,089 -  
Exchange adjustment (5,536) (4,736) (3,683) (13,955)
At 30 June 2008 38,916 40,760 40,395 120,071 
Depreciation:
At 1 July 2007 (2,805) (3,739) -  (6,544)
Provided during the year (845) (4,070) (135) (5,050)
Disposals -  127 -  127 
Impairment loss -  (4,390) (40,272) (44,662)
Exchange adjustment 445 839 12 1,296 
At 30 June 2008 (3,205) (11,233) (40,395) (54,833)
Net book value at 30 June 2008 35,711 29,527  -  65,238 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
50 
19. PROPERTY PLANT AND EQUIPMENT (continued) 
b) Investment properties 
 
Investment 
properties
US$,000
Cost or valuation:
At 1 July 2006 -  
Acquisition of subsidiary undertaking 1,503 
Exchange adjustment 31 
At 30 June 2007 1,534 
Depreciation:
At 1 July 2006 -  
Provided during the year -  
Exchange adjustment -  
At 30 June 2007 -  
Net book value at 30 June 2007 1,534 
Cost or valuation:
At 1 July 2007 1,534 
Exchange adjustment (171)
At 30 June 2008 1,363 
Amounts writen off:
At 1 July 2007 -  
Provided during the year (88)
Exchange adjustment 7 
At 30 June 2008 (81)
Net book value at 30 June 2008 1,282 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
51 
20. INVESTMENTS 
 
a) SUBSIDIARIES 
 
 
The company's investments at the balance sheet date in the share capital of companies include the following: 
 
 
 
b)   INVESTMENTS 
 
30 June 2008
Note
US$       
,000
Acquired in the year and fair value at year end
Shares issued at £0.05 per share 21 6,555 
Fair value of share options 21 3,020 
Total investments 9,575 
 
 
The value of this investment is fair valued at 30 June 2008 and the movement in the value has been credited to equity. 
 
  
Name % Holding Nature of business
Country of 
incorporation Class of shares
Weatherly (SL) Limited 100 Holding company St Lucia 1,000 ordinary US$1
WM Exploration Limited 100 Dormant England and 
Wales
200 ordinary 1p
Puku Minerals Limited                                                 
(owned by Weatherly (SL) Limited)
100 Mineral exploration Zambia 100 ordinary US$1
Weatherly (Namibia SL) Limited 100 Holding company St Lucia 125,381,946 ordinary 20p
Weatherly (Namibian Custom 
Smelters) Limited
100 Holding company St Lucia 1,000 ordinary £1
Weatherly Management Services 
Limited
100 Management 
services
England and 
Wales
1 ordinary £1
Weatherly Mining Namibia Limited 97 Mineral exploration, 
development and 
production
Namibia 20,000,000 ordinary N$1           
1,000 redeemable preference 
shares N$1
Weatherly International Trustee 
Company Limited
100 Trustee company England and 
Wales
1 ordinary £1
The following entities are 100% owned by Weatherly Mining Namibia Limited:
Ongopolo Mining Limited Mineral exploration 
and development
Namibia 95,590,000 ordinary N$0.387
Tsumeb Specimen Mining (Pty) Limited Dormant Namibia 4,000 ordinary US$1
Ongopolo Cement Company  (Pty) Limited Mining and 
production
Namibia 100 ordinary US$1
The following entity is 100% owned by Weatherly (Namibia Custom Smelters) Limited:
Namibia Custom Smelters (Pty) Limited Smelting 
operations
Namibia 100 ordinary N$1 WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
52 
21. DEFERRED REVENUE 
 
On 31 January 2008, Ongopolo Mining Limited (OML), a 97% subsidiary of Weatherly International plc, granted an option 
over the Tsumeb dumps to Emerging Metals Limited (EML).   
 
The consideration paid by EML for the Tsumeb Option comprised £1,421,000 in cash and 21,899,698 ordinary shares of 
EML issued to Weatherly at par value of £0.05 per share. An option was also granted to Weatherly to subscribe for up to 
13,705,179 ordinary shares at £0.05 per share, exercisable at any time for five years from the date of completion of the 
Tsumeb Option Agreement. A summary is as follows: 
 
30 June 2008 US$       
,000
Cash 2,886 
Shares issued at £0.05 per share 2,161 
Fair value of share options 354 
Foreign exchange (457)
Total deferred revenue 4,944 
 
 
The grant of the Tsumeb Option was subject to a number of conditions, which were satisfied on 29 January 2008. The 
exercise term of the Tsumeb Option will expire 30 months after the date of the satisfaction of the conditions, such period 
comprising a total of 24 months for completion of an initial programme of work, plus six months for a decision by EML on 
whether to proceed with commercial production from any portion of the Tsumeb slag stockpiles and announcement of 
that decision to AIM. 
 
Under the Tsumeb Option Agreement, OML provides EML with a number of warranties regarding the Tsumeb slag 
stockpiles. In particular, OML guarantees to EML that: 
• it has the requisite power and authority to enter into and perform the Tsumeb Option Agreement; 
• it is, and will remain during the Tsumeb Option Period, the legal and beneficial owner of 100 per cent of the 
Tsumeb slag stockpiles; and 
• no further consent, approval or authorisation of any governmental agency or other person is required by it for 
the entry into and performance of its obligations under the Tsumeb Option Agreement. 
 
A summary of the EML accounting treatment of shares and options is as follows: 
 
30 June 2008 US$       
,000
US$       
,000
US$       
,000
US$       
,000
US$       
,000
Acquired 
during year
Fair value 
to profit 
and loss 
account
Fair value 
to equity 
reserve 
account
Foreign 
exchange 
difference
Year end
EML shares issued at £0.05 per share 2,161 -  4,760 (366) 6,555 
EML share options 354 2,899 -  (233) 3,020 
2,515 2,899 4,760 (599) 9,575 
 
Fair value of shares to equity reserve account 
 
EML issued 21,899,698 shares to OML on 31 January 2008.  The Board views this as a strategic investment and 
believes that it is appropriate that fair value movement be put to the equity reserve account. 
  
The shares were valued as follows:  
31 January      
2008
30 June           
2008
Share price £ 0.05 0.15 **
No. Outstanding 21,899,698 21,899,698
 
 
**  EML listed on AIM on 1 July 2008. The closing price on that day was used as a proxy for 30 June 2008, as management believe that 
this is reasonable. 
On 20 February 2009 the value of EML was £0.06 per share. If this had been the price at 30 June 2008, it would have 
meant that a gain of US$0.3 million would have been put through the equity reserve account instead of the gain of 
US$4.7 million put through at 30 June 2008.   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
53 
 
22. INVENTORIES 
 
  
30 June 2008 30 June 2007
US$,000 US$,000
Stockpiles at mine 7,728 324
Consumables 1,051 1,180
8,779 1,504
Consolidated
 
 
The difference between purchase price or production cost of inventories and their replacement cost is not material. 
 
 
23. TRADE AND OTHER RECEIVABLES 
 
  
30 June 2008 30 June 2007
US$,000 US$,000
Trade receivables 23,524 6,937
Prepayments and other receivables 89 1,507
VAT 167 49
23,780 8,493
Consolidated
 
 
As at 30 June 2008 there were no trade receivables past due. 
 
 
24. BORROWINGS 
 
30 June 2008 30 June 2007
US$,000 US$,000
Secured borrowing at amortised cost
Convertible loan notes 25 12,469 -  
Bank overdrafts -  1,204 
12,469 1,204 
Total borrowings
Amount due for settlement within 12 months -  1,204 
Amount due for settlement after 12 months 12,469 -  
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
54 
24. BORROWINGS (continued) 
 
US Dollars Namibian 
Dollars
Total
US$,000 US$,000 US$,000
30 June 2008
Convertible loan notes 12,469 -  12,469 
12,469 -  12,469 
30 June 2007
Bank overdrafts -  1,204 1,204 
-  1,204 1,204 
 
 
 
The other principal features of the group’s borrowings are as follows: 
• Bank overdrafts are repayable on demand. The overdraft in 2008 is US$ nil (2007: US$ 1.2 million which was 
secured against a US$2.2 million bond held with Barclays Bank plc. This was repaid during 2008 and the 
security released by the bank). The average effective interest rate on bank overdrafts is approximately nil% 
(2007: 14.25%) per annum and is determined at market rates. 
• Convertible loan notes, see note 25. 
• The weighted average interest rates paid during the year were as follows: 
 
  
30 June 2008 30 June 2007
% %
Bank overdrafts - 14.25 
Convertible loan notes 9.00 - WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
55 
25. CONVERTIBLE LOAN NOTES 
The convertible loan notes were issued on 7 May 2008 at an issue price of US$1 per note. The notes are convertible into 
ordinary shares of the company at any time between the date of issue of the notes and their settlement date. On issue, 
the loan notes were convertible at 1 share per US$1 loan note. Attached to each loan note was a warrant which had a 
conversion price of US$0.5059 per ordinary share. The convertible loan notes are secured by fixed and floating charges 
over the assets and undertakings of the company, and the company has given certain covenants to the investors in 
relation to activities outside the ordinary course of business while the secured convertible loan notes remain outstanding. 
 
If the notes have not been converted, they will be redeemed on 6 May 2010 at par. Interest of 9% will be paid annually 
until this date. 
 
The net proceeds received from the issue of the convertible loan notes have been split between the liability element and 
an equity component, representing the fair value of the embedded option to convert the liability into equity of the group 
as follows: 
US Dollars Namibian 
Dollars
Total
US$,000 US$,000 US$,000
30 June 2008
Convertible loan notes 12,469 -  12,469 
12,469 -  12,469 
30 June 2007
Bank overdrafts -  1,204 1,204 
-  1,204 1,204 
 
1
 US$750,000 of the proceeds were received after balance date. 
 
The equity component is US$469,000 due to the terms of the issue, so a debit has been made to the equity reserve. 
 
The interest charged for the year is calculated by applying an effective interest rate of 6.88% to the liability component for 
the period since the loan notes were issued. The interest charged on the liability component to the end of the year has 
been included as a creditor (see above, note 24). The liability component is measured at amortised cost. 
 
Management has valued the debt element using the estimated market rate of interest for a pure debt instrument. This 
resulted in a negative equity residual value that management believes is appropriate as the instrument was issued 
primarily to existing shareholders. This negative equity component of US$0.469 million has been debited to other reserve 
as a component of shareholder equity.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
56 
26. DERIVATIVE FINANCIAL INSTRUMENTS 
 
30 June 2008 30 June 2007
US$,000 US$,000
Derivatives carried at fair value
Put options at cost 1,234 -  
Fair value through profit and loss account (1,233) -  
1 -  
Current
 
 
To mitigate the risk of a significant fall in the copper price, Weatherly took out put options over the production of copper 
at a strike price of US$5,000 per tonne. 
 
The options were valued by the counterparty bank at year end and this valuation has been used. The result of the 
valuation is to expense through the profit and loss account effectively the entire cost of purchasing the put options; given 
that the purpose of the options is to mitigate downside risk by ensuring a minimum price level of US$5,000, it appears 
reasonable that these options had no value at year end. 
 
Fair value of options through profit and loss account 
 
EML issued 13,705,179 options to OML on 31 January 2008. The options were valued through the profit and loss 
account as they are classed as a derivative and are required to be fair valued. They were valued at that date accordingly. 
Below are the assumptions used to calculate the options; using the Black Scholes model, the fair value movement of 
these options put through the profit and loss account was US$2.9 million. 
  
31 January      
2008
30 June           
2008
Dividend yield (%) -                -                
Expected volatility (%) 18.332         18.753         
Risk-free interest rate (%) 4.392           5.201           
Share price at grant date £ 0.05              0.05              
Share price (market value)£ 0.05              0.15              
Exercise price £ 0.05              0.05              
Fair value £ 0.0131         0.1104         
No. Outstanding 13,705,179 13,705,179 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
57 
 
27. TRADE AND OTHER PAYABLES - CURRENT 
 
  
30 June 2008 30 June 2007
US$,000 US$,000
Trade payables 34,697 7,699
Other payables and accruals 1,045 1,888
35,742 9,587 
Unsecured payables subject to a compromise on acquisition 
1
1,523 6,963
1,523 6,963
Consolidated
 
1
 As part of the acquisition of Ongopolo, the company reached an offer of compromise with unsecured payables to repay 
the amounts due over five years, without interest accruing. Amounts falling due after more than one year have been 
discounted over the 5-year period. An offer of compromise is broadly similar in effect to a scheme of arrangement with 
creditors under the Companies Act 1985. The offer of compromise was sanctioned by the High Court of Namibia. 
 
 
28. TRADE AND OTHER PAYABLES – NON-CURRENT 
 
  
30 June 2008 30 June 2007
US$,000 US$,000
Unsecured payables subject to a compromise on acquisition 
1
2,370 4,321
Other payables 123 381
2,493 4,702
Consolidated
 
1
 Per explanation in note 27. 
 
29. PROVISIONS  
 
Provisions for environmental liability 30 June 2008
US$,000
Opening balance 4,248
Charge for the year - interest (see note 13, Charge for environmental liability) 116
Exchange adjustment 319
Derecognition of liability (4,248)
Transfer from asset 1,743
Profit on derecognition of environmental trust 2,178
Provision for environmental liability 133
Closing balance 133
 
Provision for environmental liabilities 
During the year, the company carried out an environmental review and sought legal advice to establish the 
environmental liability of Weatherly and the environmental liability of the Environmental Trust. Legal advice indicated that 
Weatherly’s environmental liability is limited to $N1 a tonne of ore. As a result, the Environmental Trust was 
deconsolidated from the group’s accounts, resulting in a profit on de-recognition of US$2.178 million. 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
58 
30. AUTHORISED AND ISSUED SHARE CAPITAL 
 
30 June 2008 30 June 2007 30 June 2008 30 June 2007
US$ US$ £ £
Authorised
652,331,500 ordinary shares of 0.5p (2007: 452,331,500 
ordinary shares of 0.5p) 3,261,657 2,261,657
240,750,000 deferred ordinary shares of 0.099p 238,343 238,343
3,500,000 2,500,000
On 13 August 2007 the authorised share capital increased 200,000,000.
The authorised capital is shown in sterling only and not in US dollars.
Allotted, called up and fully paid
 405,327,066 (2007: 356,646,567) ordinary shares of 0.5p 3,519,455 3,042,941 2,023,400 1,783,247 
3,519,455 3,042,941 2,023,400 1,783,247 
 
The company issued the following shares and recorded the following movements in share capital (both in US dollars and 
sterling): 
Share 
capital 
Share 
premium Consideration
Share 
capital
Share 
premium Consideration
17/08/2007 48,000,000 ordinary 0.5p shares 476,208 18,030,233 18,506,441 240,000 9,086,903 9,326,903 
19/07/2007 30,499 ordinary 0.5p shares 306 7,034 7,340 153 3,507 3,660 
29/05/2008 650,000 ordinary 0.5p shares
1
-  -  -  -  -  -  
Total 476,514 18,037,267 18,513,781 240,153 9,090,410 9,330,563
US$ £
 
1 – These shares were issued as part of the LTIP programme. 
 
Share issue costs associated with issue of shares:  
 
- 17/08/2007 US$1,494,000 
- 19/07/2007 nil 
- 29/05/2008 nil 
 
The outstanding warrants/options to subscribe for ordinary shares of the company as at 30 June 2008 are as follows: 
 
Number of warrants/options Price per warrant/option Expiry date
                      155,501 3p 15 July 2010
                  2,496,979 5p 15 July 2010
                  2,966,492 12p 15 July 2010
                   234,800 10.5p 18 July 2009
                        76,450 17p 18 July 2009
                      166,667 23.5p 17 April 2013
                      166,667 23.5p 17 April 2014
                      166,666 23.5p 17 April 2015
                  2,880,000 21.0p 3 August 2009
                      400,000 20.25p 15 August 2013
                      225,000 20.5p 21 April 2013
12,000,000 27.15p 10 May 2010
 
 
There were 12 million warrants issued attached to the convertible loan notes disclosed in note 25. Each warrant entitles 
the holder to subscribe for one new share in the capital of the company for each warrant held at a price of 27.15p per 
share. 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
59 
31. MINORITY INTEREST 
 
US$,000
At 1 July 2006 -
Share of Weatherly Mining Namibia profit 599
Share of net assets on acquisition 1,636
At 1 July 2007 2,235
Share of Weatherly Mining Namibia loss (1,676)
Exchange Adjustment (600)
At 30 June 2008 (41)
 
 
Minority interest represents 3% of Weatherly Mining Namibia: 2% is held aside for employees and 1% relates to 
shareholders prior to acquisition on 19 July 2006.  
 
 
32. CAPITAL COMMITMENTS 
 
30 June 2008 30 June 2007
US$,000 US$,000
Capital commitments
Contracted for but not yet recognised in the financial statements 1,500 10,809 
1,500 10,809 
 
33. SHARE-BASED PAYMENTS 
Equity-settled share-based payments: options/warrants 
 
The company has an unapproved share option scheme for eligible employees, including directors. Options/warrants are 
exercisable at a price equal to the average market price of the company’s shares on the date of grant, with a vesting 
period of three years. The options are settled in equity when exercised. 
 
If the options remain unexercised after a period of five years from the vesting date, the options expire. Options are 
forfeited if the employee leaves the company before the options vest. 
 
Details of the number of share options/warrants and the weighted average exercise price (WAEP) outstanding during the 
year are as follows: 
 
Warrants 
Warrants
Weighted average 
exercise price (in £) Warrants
Weighted average 
exercise price (in £)
Outstanding at start of the period 6,191,619 0.090 6,805,242 0.081
Granted during the period 2,880,000 0.210 230,900 0.121
Exercised during the period (261,397) 0.120 (844,523) 0.030
Outstanding at end of the period 8,810,222 0.123 6,191,619 0.090
Exercisable at end of the period 8,810,222 0.123 6,191,619 0.090
At 30 June 2008 At 30 June 2007
 
 
The average life remaining of warrants over shares is 2.34 years at 30 June 2008 (2007: 3.17 years). 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
60 
33. SHARE-BASED PAYMENTS (continued) 
 
The fair value of the warrants was calculated using the Black Scholes model. The inputs were as follows: 
Date of grant Estimated fair value Share price Exercise price Expected volatility Expected life Risk-free rate
20/06/2006 0.0899 0.15 0.105 71.2687% 3.08 4.9141%
20/06/2006 0.0711 0.15 0.17 71.2687% 3.08 4.9141%
19/07/2006 0.0869 0.1475 0.105 70.8067% 3.03 4.7720%
19/07/2006 0.0682 0.1475 0.17 70.8067% 3.03 4.7720%
19/07/2007 0.0910 0.225 0.21 64.8239% 2.00 5.7680%
 
 
The dividend yield input in each of the above calculations was zero. 
 
In addition to the above warrants there were 12,000,000 warrants issued in conjunction with the convertible loan note 
(see note 25).  The warrants were not considered share-based payments and were not valued separately; their value is 
intrinsically related to the recognition of the convertible note liability. 
 
Options 
Options
Weighted average 
exercise price (in £) Options
Weighted average 
exercise price (in £)
Outstanding at beginning of period 500,000 0.184 166,667 0.030
Granted during the period 1,175,000 0.203 500,000 0.235
Lapsed during the period 
1
(550,000)
0.186
(166,667)
0.030
Outstanding at end of the period 1,125,000 0.225 500,000 0.184
Exercisable at end of the period 166,667 0.235 -                     -   
At 30 June 2008 At 30 June 2007
 
1
 These shares lapsed as a result of employees leaving the company prior to entitlement. 
 
The average life remaining of options over shares is 4.23 years at 30 June 2008. (2007: 4.92 years) 
 
The fair value of the options was calculated using the Black Scholes model. The inputs were as follows: 
 
Date of grant Estimated fair value Share price Exercise price Expected volatility Expected life Risk-free rate
31/05/2007 0.1632 0.25 0.24 65.0488% 5.88 5.9260%
31/05/2007 0.1724 0.25 0.24 65.0488% 6.88 5.7060%
31/05/2007 0.1808 0.25 0.24 65.0488% 7.88 5.6750%
11/07/2007 0.0693 0.22 0.20 64.6592% 1.00 5.7290%
11/07/2007 0.0935 0.22 0.20 64.6592% 2.00 5.7700%
11/07/2007 0.1113 0.22 0.20 64.6592% 3.00 5.7670%
27/08/2007 0.0464 0.19 0.20 64.9680% 1.00 5.6760%
27/08/2007 0.0678 0.19 0.20 64.9680% 2.00 5.3610%
27/08/2007 0.0836 0.19 0.20 64.9680% 3.00 5.3060%
21/11/2007 0.0558 0.19 0.18 65.0398% 1.00 4.8840%
21/11/2007 0.0761 0.19 0.18 65.0398% 2.00 4.4430%
21/11/2007 0.0911 0.19 0.18 65.0398% 3.00 4.4340%
21/04/2008 0.1251 0.24 0.21 70.6441% 3.00 4.4600%
21/04/2008 0.1378 0.24 0.21 70.6441% 4.00 4.4600%
21/04/2008 0.1478 0.24 0.21 70.6441% 5.00 4.4600%
 
The dividend yield rate input in each of the above calculations was zero. 
 
The share price movements during the year were as follows: high of 27p, low of 14p and a closing share price at 30 June 2008 of 14.3p.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
61 
33. SHARE-BASED PAYMENTS (continued) 
 
The volatility of the company's share price on each date of grant was calculated as the average of volatilities of share 
prices of companies in the peer group on the corresponding dates. The share price volatility of each company in the peer 
group was calculated as the average of annualised standard deviations of daily continuously compounded returns on the 
companies' stock, calculated over five years back from the date of grant. 
 
The peer group consists of mining companies quoted on AIM with a market capitalisation of less than £100 million. The 
risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the life of the 
option. 
 
Equity-settled share-based payments: LTIP shares 
 
The company has a long-term incentive plan (LTIP) which is a share incentive arrangement introduced for eligible 
employees including directors. A grant will be awarded over a fixed number of shares and will be subject to a three-year 
holding period and performance requirements by the company. Options issued for shares under the LTIP have no 
exercise price. 
 
With the exceptions of leaving the company or a change of control, awards may be exercised at any point from the date 
of the release at the end of the three-year holding period until the tenth anniversary of the date of grant, when the award 
will lapse. 
 
The volatility of the company's share price on each date of grant was calculated as the average of volatilities of share 
prices of companies in the peer group on the corresponding dates. The share price volatility of each company in the peer 
group was calculated as the average of annualised standard deviations of daily continuously compounded returns on the 
companies' stock, calculated over five years back from the date of grant. 
 
The peer group consists of mining companies quoted on AIM with a market capitalisation of less than £100 million. The 
risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the life of the 
option. 
 
At 30 June 
2008
At 30 June 
2007
Shares Shares
Outstanding at beginning of period 1,930,000 -
Granted during the period 2,599,721 2,092,500
Transferred during period (647,192) -
Lapsed during the period 
1
(1,122,376) (162,500)
Outstanding at end of the period 2,760,153 1,930,000
Exercisable at end of the period - -
 
1
 These shares lapsed as a result of employees leaving in the vesting period. 
 
The share price movements during the year were as follows: high of 27p, low of 14p and a closing share price at 30 June 2008 of 14.3p. 
 
The company recognised total expenses of US$504,000 (2007: US$223,000) related to equity-settled share-based 
payment transactions during the year. 
 
34. PENSIONS AND OTHER POST-RETIREMENT BENEFITS 
The parent company has no pension scheme or post-retirement benefits scheme. Payments are made to the private 
pension funds of directors, forming part of their total remuneration. 
 
Weatherly Mining Namibia has a pension contribution scheme of 8% of ordinary wages paid into an independent 
designated fund. Employees are required to belong to a retirement fund of their own choice. The company has however 
negotiated on the employees’ behalf to form a defined contribution fund administered by Old Mutual. Weatherly Mining 
Namibia contributes 8% of pensionable salaries, while employees are obliged to contribute 1% of pensionable salaries 
and may contribute more if they wish. The fund is administered on an inclusive basis, meaning the difference between 
the total contribution of 8% and the total income of the fund accumulates for the retirement fund purposes.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
62 
35. FINANCIAL INSTRUMENTS  
 
Significant accounting policies 
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of 
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, 
financial liability and equity instrument, are disclosed in note 3. 
 
Categories of financial instruments 
Fair Value
30 June 2008 30 June 2007 30 June 2008 30 June 2007
US$,000 US$,000 US$,000 US$,000
Financial assets
Current
Loans and receivables including cash and 
cash equivalents 29,076 21,706 29,076 21,706 
Non-current
Derivative financial asset at fair value 
through profit or loss 3,020 -  3,020 -  
Available for sale financial assets at fair 
value through equity 6,555 -  6,555 -  
Financial liabilities
Current
Amortised cost 37,265 17,754 37,265 17,754 
Non-current
Amortised cost 14,962 4,702 14,962 4,702 
Carrying value
 
 
 
The table below summarises the maturity profile of the group’s financial liabilities at 30 June 2008, based on contractual 
undiscounted payments. 
 
Year ended 30 June 2007
Within More than
1 year 1-5 years 5 years
US$,000 US$,000 US$,000
Fixed rate
Convertible loan notes -  -  -  
Floating rate
Bank overdraft 1,204 -  -  
Unsecured creditors subject to a 
compromise on acquisition 6,963 4,321 -  
Non interest bearing
Trade and other payables 9,587 381 -  
Year ended 30 June 2008
Within More than
1 year 1-5 years 5 years
US$,000 US$,000 US$,000
Fixed rate
Convertible loan notes 1,080 13,080 -  
Floating rate
Unsecured creditors subject to a 
compromise on acquisition 1,523 2,370 -  
Non interest bearing
Trade and other payables 35,742 123 -  
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
63 
35. FINANCIAL INSTRUMENTS (continued) 
 
Liquidity risk 
The directors monitor cash flow on a daily basis and at monthly board meetings in the context of their expectations for 
the business in order to ensure sufficient liquidity is available to meet foreseeable needs. At present, equity funding from 
share issues is the main method of funding. 
 
Interest rate risk 
The directors do not consider that the business is exposed to material interest rate risk. The group finances its operations 
through cash reserves. 
 
Substantially all cash resources are invested in fixed-rate interest-bearing deposits - sterling at 4.7% on call and US 
dollars at 5.3% on monthly call. The directors seek to get the best rates possible while maintaining flexibility and 
accessibility. The inter-company loans are set at a rate tied to the market from time to time. 
 
Credit risk 
The group sells produced copper to a recognised, creditworthy trading house. The copper is paid for with terms of 90% 
payment in advance or immediately after the sale, with 10% being trade receivables. There are no significant 
concentrations of credit risk within the group. The maximum credit risk exposure related to financial assets is represented 
by the carrying value as at the balance sheet date. 
 
Foreign currency risk management 
The group undertakes certain transactions denominated in foreign currencies. Exchange rate exposures are managed 
within approved policy parameters utilising spot rate foreign exchange contracts. The group operates within the UK and 
southern Africa and most transactions are denominated in US dollars, sterling, Namibian dollars or Zambian kwatcha, 
resulting in exposure to exchange rate fluctuations. The mix of currencies and terms of trade are such that the directors 
consider the company’s exposure to be minimal, and consequently they do not specifically seek to hedge that exposure. 
Funds are periodically transferred overseas to meet capital commitments as required. 
 
The carrying amounts of the group’s foreign currency denominated monetary assets and monetary liabilities at the 
reporting date are as follows: 
30 June 2008 30 June 2007 30 June 2008 30 June 2007
US$,000 US$,000 US$,000 US$,000
United States dollar 12,000 -  4,810 12,809 
British pound -  -  158 361 
Namibian dollar 389 2,000 388 110 
Australian dollar -  -  29 -  
TOTAL 12,389 2,000 5,385 13,280 
Liabilities Assets
 
Foreign currency sensitivity analysis 
The group is mainly exposed to the currencies of the United Kingdom (British pound) and Namibia (Namibian dollar). 
 
The following table details the group’s sensitivity to a 10% increase and decrease in the US dollar against the relevant 
foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management 
personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The 
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation 
at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as 
loans to foreign operations within the group where the denomination of the loan is in a currency other than the currency 
of the lender or the borrower. A positive number below indicates an increase in profit and other equity where the US 
dollar strengthens 10% against the relevant currency. For a 10% weakening of the US dollar against the relevant 
currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be 
negative. 
30 June 2008 30 June 2007 30 June 2008 30 June 2007
US$,000 US$,000 US$,000 US$,000
Effect on profit +10% (16) (36) (39) (11)
-10% 16 36 39 11 
Effect on equity +10% (16) (36) (39) (11)
-10% 16 36 39 11 
British pound currency impact Namibian dollar currency 
impact
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
64 
36. POST BALANCE SHEET EVENTS 
 
Board changes 
Alan Stephens (age 54) was appointed a non-executive director with effect from 10 July 2008, replacing Peter Redmond 
who resigned on the same date. 
 
As part of the extensive restructuring of the company, Paul Craven stepped down from his position as Chief Financial 
Officer on 9 February 2009. 
 
Contingent liability  
In November 2008, the company became aware of a potential claim in the amount of £3.5million against the company 
from a third party in relation to an alleged previously unknown financial obligation. Since that date, a thorough 
investigation has been conducted. As a result, the company believes that, should this claim be pursued (at the present 
time there is no indication that it will be), it has a robust defence and would pursue a counterclaim for loss and damages 
against the other party. In these circumstances the directors do not believe that any provision for this contingent liability 
should be made. 
Mine closures 
On 19 November 2008, Weatherly announced that in response to the severe decline in world copper prices, it had taken 
various actions to lower costs, including the closure of the Tsumeb West and Matchless mines, and was reviewing its 
remaining operations. On 1 December 2008, the company announced that it was also suspending operations at its 
remaining mines, Otjihase and Tschudi. 
 
These decisions were taken in light of the significant and sustained decline in world copper prices. Prices have declined 
from approximately US$8,800 per tonne in July 2008 to a current level of around US$3,000 per tonne and consensus 
forecasts do not indicate there will be a recovery in the medium term.  
 
Loan facility agreements 
On 30 December 2008, Weatherly announced that it had entered into loan facility agreements with Chelopech Mining 
EAD (“Chelopech”), a wholly owned subsidiary of Dundee Precious Metals (“DPM”), and  Louis Dreyfus 
Commodities Metal Suisse SA (“Louis Dreyfus”) to provide the company with US$11.3 million of new funding.  
 
Chelopech has entered into an agreement to provide Namibia Custom Smelters (“NCS”), a wholly owned subsidiary of 
Weatherly which operates the Tsumeb smelter, with a US$7 million facility, US$1 million of which had already been 
advanced. 
The company has signed a separate agreement with Louis Dreyfus for a US$4.3 million facility consisting of US$2 million 
which is effectively a prepayment made under the terms of the concentrate tolling arrangements that have been 
concluded, and a 12-month extension to US$2.3 million of credit currently owed to Louis Dreyfus by Weatherly. 
 
Following the signing of these loan facility agreements, Weatherly has made the necessary structural adjustments arising 
from the closure of its mines, and is positioned to fund the expansion and ongoing requirements of the Tsumeb smelter. 
The licences for all Weatherly’s mining assets will be maintained in good standing and an application will be submitted 
for a retention licence for Elbe. 
 
The terms of the loans include the extension of the three-year contract to process imported concentrates from Chelopech 
and Louis Dreyfus for a period of five years. During this period, Louis Dreyfus will also be the exclusive offtaker of copper 
blister produced by the Tsumeb smelter and exclusive supplier of additional copper concentrates required by the smelter. 
Under the terms of this contract, the Tsumeb smelter will process up to 120,000 dry metric tonnes (dmt) of concentrates 
in 2009, increasing to over 200,000 dmt from 2010 onwards after commissioning of the planned oxygen plant.  
 
In the overall restructuring of the company’s debt profile, Weatherly has renegotiated the terms of the US$12 million 
convertible loan note agreed in May 2008 with significant shareholders. Repayment will now take place in three annual 
instalments with US$3 million due to be paid in May 2009, US$4 million in May 2010 and US$5 million in May 2011. The 
conversion price has been reduced from 23.5 pence to 8 pence and the note holders have waived previous acts of 
default under the terms of the original loan note. 
 
Having taken measures to secure its assets in the face of the current commodities downturn, Weatherly intends to focus 
in the short term on the operation of the Tsumeb smelter while seeking to optimise its growth potential in order to be well 
positioned when commodity prices recover.   
 
Change in value of investment 
On 20 February 2009 the value the investments held by the entity fell to £0.06 per share. If this had been the price at 30 
June 2008, it would have meant that a gain of US$0.3 million would have been put through the equity reserve account 
instead of the gain of US$4.7million put through at 30 June 2008.  
 
37. CONTINGENT LIABILITIES 
 
Please refer to note 36 above.   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
65 
38. IMPAIRMENT OF ASSETS  
 
Summary of impairment for the year ended 30 June 2008 
 
 US$,000 
Kombat operation 22,082 
Other assets 22,580 
Zambian assets 6,175 
Total impairment 50,837 
 
Kombat   
Weatherly management undertook an impairment review and concluded that the assumptions made during the interim 
reporting period were no longer valid. The Board resolved to write off the development expenditure and assets relating to 
Kombat, which will be held on care and maintenance until it is decided how to proceed with this asset. 
 
Key to carrying the Kombat development costs and assets were negotiations taking place between the Namibian 
Government, NamPower, and NamWater. It was hoped that these negotiations would achieve a positive outcome for the 
Kombat mine by ensuring that stable electricity supplies would be provided to prevent further disruption to dewatering the 
mine. No agreement was reached and consequently carrying of the development costs and assets was no longer 
deemed to be appropriate. 
 
The impairment to Kombat development costs is US$20 million and to related property, plant and equipment US$2.1 
million. The impairment review was made using a value in use calculation with a discount rate of 13%. 
 
Impairment of other assets 
As a result of events, including the current economic downturn and severe drop in copper prices subsequent to 30 June 
2008, the assumption that the mining assets were being valued at 30 June 2008 was perceived by the Board no longer 
to be correct. The mining assets had changed from being valued on a “value in use basis” to a “fair value less costs to 
sell basis”. As a result of management’s assessment of their value, the assets were impaired by US$22.6 million. This 
impairment was recognised as part of the mining segment and cash generating unit in note 6.  
 
Zambia 
Both the application for the extension of PLLS 252 (exploration licence) and the granting of a retention licence for PLLS 
240(tailings project) have been rejected and, as a consequence, the Zambian assets have been written down to zero. 
 
We continue to pursue our legal rights to licence area PLLS 239 (old Luanshya copper mines), which was granted by the 
Republic of Zambia’s Ministry of Mines and Minerals Development in April 2005 to our wholly owned subsidiary, Puku 
Minerals Limited. The case has been completed and the judgment is awaited.  The book value of this licence was written 
off in previous years and significant uncertainty still exists over whether renewal will be granted. 
 
 
39. OTHER RELATED PARTY TRANSACTIONS 
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on 
consolidation and are not disclosed in this note. 
 
During the year, the group paid amounts to the net value of US$nil (2007: US$2,894) for fees and commissions to 
Merchant Capital plc and Merchant House Group plc. Mr P Redmond is a director of these companies. 
 
An amount of US$46,000 was paid during the year and at year end an amount of US$16,350 was in creditors relating to 
Martinick Bosch Sell Pty Ltd. a related company of Wolf Martinick. These fees were in relation to the environmental 
impact assessment study undertaken as part of the bankable feasibility study for the Tambao manganese project in 
Burkina Faso. 
 
 
 
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
66 
40. TRANSITION TO IFRS 
With effect from 1 July 2006, the group has adopted International Financial Reporting Standards (IFRS) in the 
preparation of its financial statements. 
 
The main items contributing to the change in financial information compared with that reported under UK GAAP as at the 
transition date are shown below: 
 
a) IAS 21 The effects of changes in foreign exchange rates 
Under UK GAAP the group reported differences in exchange rates on consolidation within retained earnings. 
Under IFRS the group has claimed the exemption from retrospective application of IAS 21 and is now required 
to show all post-transition differences on consolidation as a separate item within equity. 
 
b) IFRS 3 Business combinations 
Business combinations prior to the date of transition to IFRS need not be restated (IFRS 1 First time adoption of 
IFRS). Positive goodwill is no longer amortised and is subject to regular impairment testing. Negative goodwill is 
credited to the income statement in the period in which it occurs. 
 
c) IFRS 2 Share-based payments 
IFRS 2 has not been applied to share options granted after 7 November 2002 but which had vested by 1 July 
2006. 
 
d) IAS 40 Investment property  
Under UK GAAP revaluations of investment property were reflected in equity through a revaluation reserve.  
Under IFRS they are carried at fair value with gains and losses through the income statement. This has not 
impacted earlier periods as the properties were acquired in July 2006 and their values did not materially change 
in the period to 30 June 2008. 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
67 
40. TRANSITION TO IFRS (continued) 
 
Detailed reconciliations between UK GAAP and IFRS of both equity and loss are shown below: 
 
Reconciliation of equity as at 1 July 2006 
 
 
  
UK GAAP
IFRS 
Adjustment IFRS
US$,000 US$,000 US$,000
Assets
Non-current assets
Intangible assets (exploration licences) 6,175 - 6,175
Investments 467 - 467
Total non-current assets 6,642 - 6,642
Current assets
Trade and other receivables 3,740 - 3,740
Cash and cash equivalents 18,842 - 18,842
Total current assets 22,582 - 22,582
Current liabilities
Trade and other payables (1,682) - (1,682)
Total current liabilities (1,682) - (1,682)
Net assets 27,542 - 27,542
Equity
Issued capital 2,779 - 2,779
Share premium 27,983 - 27,983
Merger reserve 6,151 - 6,151
Share-based payment reserve 48 - 48
Retained earnings (9,419) - (9,419)
Equity attributable to equity holders of the parent 27,542 - 27,542
Total equity 27,542 - 27,542 WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
68 
40. TRANSITION TO IFRS (continued) 
 
Reconciliation of equity as at 30 June 2007 
 
 
1
 Discount on acquisition: Under UKGAAP the discount on acquisition was previously termed “negative goodwill” and was allocated 
under intangible assets. Under IFRS 3 this amount, being the discount on acquisition, must be recognised in the profit and loss account. 
 
2
 Under UKGAAP the group reported differences in exchange rates on consolidation within retained earnings. Under IAS 21 the post-
transition differences are shown as a separate item within equity.  
  
UK GAAP
IFRS 
Adjustment
IFRS 
Adjustment IFRS
US$,000 US$,000 US$,000 US$,000
1 2
Assets
Non-current assets
Property, plant and equipment 94,909 - - 94,909
Negative goodwill (14,952) 14,952 - -
Intangible assets (exploration licences) 6,175 - - 6,175
Investment properties 1,534 - - 1,534
Total non-current assets 87,666 14,952 - 102,618
Current assets
Inventories 1,504 - - 1,504
Trade and other receivables 8,493 - - 8,493
Cash and cash equivalents 13,280 - - 13,280
Total current assets 23,277 - - 23,277
Current liabilities
Trade and other payables (16,550) - - (16,550)
Bank overdrafts (1,204) - - (1,204)
Total current liabilities (17,754) - - (17,754)
Non-current liabilities
Trade and other payables (4,702) - - (4,702)
Provision for liabilities and charges (4,248) - - (4,248)
Total non-current liabilities (8,950) - - (8,950)
Net assets 84,239 14,952 - 99,191
Equity
Issued capital 3,043 - - 3,043
Share premium 53,665 - - 53,665
Merger reserve 18,471 - - 18,471
Capital redemption reserve 454 - - 454
Share-based payment reserve 271 - - 271
Foreign exchange reserve - - 3,100 3,100
Retained earnings 6,100 14,952 (3,100) 17,952
Equity attributable to equity holders of the parent 82,004 14,952 - 96,956
Minority interests 2,235 - - 2,235
Total equity 84,239 14,952 - 99,191 WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
69 
40. TRANSITION TO IFRS (continued) 
 
Reconciliation of profit for the year ended 30 June 2007 
 
1 
Reallocation of costs occurred this year as a result of ensuring that numbers are comparable going forward. This did not result in any 
overall effect on the profit and loss. 
  
2
 Discount on acquisition: Under UKGAAP the discount on acquisition was previously termed “negative goodwill” and was allocated 
under intangible assets. Under IFRS 3 the discount on acquisition must be recognised in the profit and loss account. 
 
Cash flow 
 
The transition to IFRS has resulted in changes being made to the cash flow statement. 
 
The definition of cash under UK GAAP is narrower than under IFRS, where highly liquid investments that are readily 
convertible to a known amount of cash and with an insignificant risk of a change in value are regarded as cash 
equivalents. 
 
Under UK GAAP, payments to acquire property, plant and equipment were classified as part of “Capital expenditure and 
financial investment”; under IFRS, such payments have been reclassified as part of “Investing activities”. 
 
There are no other material differences between the cash flow statement presented under IFRS and that presented 
under UK GAAP. 
  
UK GAAP
UK GAAP 
Adjustment
Adjusted 
UK GAAP
IFRS 
Adjustment IFRS
US$,000 US$,000 US$,000 US$,000 US$,000
1 2
Revenue 63,158 - 63,158 - 63,158
Cost of sales (53,453) (2,493) (55,946) - (55,946)
Gross profit 9,705 (2,493) 7,212 - 7,212
Administrative expenses (7,583) 2,838 (4,745) (2,773) (7,518)
Other operating income 1,608 - 1,608 - 1,608
Discount of acquisition - - - 17,725 17,725
Profit on sale of assets 9,530 - 9,530 - 9,530
Operating profit 13,260 345 13,605 14,952 28,557
Finance income 350 - 350 - 350
Finance expenses - Charge for 
environmental provision (592) - (592) - (592)
Foreign exchange gain/loss - (345) (345) - (345)
Profit before taxation 13,018 - 13,018 14,952 27,970
Taxation - - - - -
Profit for the period after tax 13,018 - 13,018 14,952 27,970
Allocated as follows:
Profit attributable to shareholders of the 
parent entity 12,419 - 12,419 14,952 27,371
Minority interests 599 - 599 - 599
Total profit 13,018 - 13,018 14,952 27,970 WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
70 
Statement of directors’ responsibilities - company 
 
The directors are responsible for preparing the parent company financial statements in accordance with applicable 
United Kingdom law and regulations. 
 
Company law requires the directors to prepare financial statements for each financial year. The directors have elected to 
prepare the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true 
and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing 
those financial statements, the directors are required to: 
• select suitable accounting policies and then apply them consistently; 
• make judgments and estimates that are reasonable and prudent;  
• state whether applicable UK Accounting Standards have been followed, subject to any material departures 
disclosed and explained in the financial statements; and 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
company will continue in business. 
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure that the financial statements comply with the 
Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities.  
In so far as the directors are aware: 
• there is no relevant audit information of which the company’s auditor is unaware; and 
• the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit 
information and to establish that the auditor is aware of that information. 
 
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial 
statements may differ from legislation in other jurisdictions. 
 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
71 
Report of the independent auditor to the members of Weatherly International plc 
We have audited the parent company financial statements of Weatherly International plc for the year ended 30 June 
2008 which comprise the company balance sheet and notes 41 to 57. These parent company financial statements have 
been prepared under the accounting policies set out therein. 
 
We have reported separately on the group financial statements of Weatherly International plc for the year ended 30 June 
2008.  
 
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 
1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are 
required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not 
accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit 
work, for this report, or for the opinions we have formed. 
 
Respective responsibilities of directors and auditors 
The directors' responsibilities for preparing the annual report and the parent company financial statements in accordance 
with United Kingdom law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting 
Practice) are set out in the statement of directors' responsibilities. 
 
Our responsibility is to audit the parent company financial statements in accordance with relevant legal and regulatory 
requirements and International Standards on Auditing (UK and Ireland). 
 
We report to you our opinion as to whether the parent company financial statements give a true and fair view and 
whether the parent company financial statements have been properly prepared in accordance with the Companies Act 
1985. We also report to you whether in our opinion the directors' report is consistent with the parent company financial 
statements. The information given in the directors' report includes that specific information presented in the chairman's 
statement and the chief executive review that is cross referred from the business review section of the directors' report. 
 
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not 
received all the information and explanations we require for our audit, or if information specified by law regarding 
directors' remuneration and other transactions is not disclosed.  
 
We read other information contained in the annual report and consider whether it is consistent with the audited parent 
company financial statements. This other information comprises only the directors' report, the directors' remuneration 
report, the chairman's statement, corporate governance report and the chief executive's review. We consider the 
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the parent 
company financial statements. Our responsibilities do not extend to any other information. 
 
Basis of audit opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing 
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in 
the parent company financial statements. It also includes an assessment of the significant estimates and judgments 
made by the directors in the preparation of the parent company financial statements, and of whether the accounting 
policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. 
 
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable assurance that the parent company financial statements 
are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also 
evaluated the overall adequacy of the presentation of information in the parent company financial statements. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
72 
Opinion 
In our opinion: 
• the parent company financial statements give a true and fair view, in accordance with United Kingdom 
Generally Accepted Accounting Practice, of the state of the company's affairs as at 30 June 2008;  
• the parent company financial statements have been properly prepared in accordance with the Companies Act 
1985; and  
• the information given in the directors' report is consistent with the financial statements. 
 
Emphasis of matter - going concern basis of preparation 
  
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the 
disclosures made in the “Going concern” paragraph on page 74 of the financial statements. This concerns the 
uncertainty that the directors  will be able to execute their plans so as to enable the company to continue as a going 
concern for at least 12 months from the date of approval of the accounts.  
 
In view of the significance of these uncertainties we consider that they should be drawn to your attention, but our opinion 
is not qualified in this respect. 
 
 
 
 
 
 
 
 
GRANT THORNTON UK LLP 
REGISTERED AUDITORS 
CHARTERED ACCOUNTANTS 
GATWICK 
26 February 2009 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
73 
Company balance sheet 
At 30 June 2008 
 
 
 
 
 
 
........................................................................ 
On behalf of the Board: 
 
R J Webster 
Chief Executive Officer 
Approved by the Board on 26 February 2009 
 
 
The notes on pages 74 to 80 form part of these financial statements. 
  
As at As at
30 June 2008 30 June 2007
US$,000 US$,000
Fixed assets Note
Tangible 35 -  
Intangible 43 495 -  
Investments 44 36,095 36,095 
36,625 36,095 
Current assets
Debtors 47 46,110 22,800 
Cash at bank 4,998 13,169 
51,108 35,969 
Creditors
Amounts falling due within one year 48 1,101 1,815 
1,101 1,815 
Net current assets 50,007 34,154 
Total assets less current liabilities 86,632 70,249 
Creditors
Amounts falling due after more than one year 49 12,469 -  
Net assets 74,163 70,249 
Capital and reserves
Called up share capital 53 3,519 3,043 
Share premium 53 71,702 53,665 
Merger reserve 18,471 18,471 
Capital redemption reserve 454 454 
Share- based payments reserve 54 775 271 
Other reserves 55 (469) -  
Profit and loss account 56 (20,289) (5,655)
74,163 70,249  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
74 
Notes to the parent company financial statements 
For the year ended 30 June 2008 
 
41. BASIS OF ACCOUNTING 
The separate financial statements of the company are presented as required by the Companies Act 1985. They have 
been prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting 
Standards and law. 
 
The principal accounting policies are summarised below. They have all been applied consistently throughout the year 
and the preceding year. 
 
Going concern 
Since the year end there have been a number of events that have had a major impact on the company and its 
operations.  
 
Firstly, copper prices fell from around US$8,800 to around US$3,000 as a result of the global economic downturn, 
making our copper mines in Namibia uneconomic. The directors concluded that copper prices were unlikely to recover in 
the short term and took the decision to close the company’s mines.  
 
Secondly, the company negotiated and entered into new long term (5-year) contracts to smelt concentrate from Louis 
Dreyfus and Chelopech in the Tsumeb smelter, so securing its throughput and revenues subject to these suppliers 
continuing to be able to provide contracted amounts of copper concentrate. 
  
Thirdly, the company has secured loans totalling US$11.3 million from Chelopech and Louis Dreyfus which of which 
US$3.9 million remained committed but undrawn as at 31 January 2009 has enabled it to pay the redundancy costs 
associated with the closure of the mines, to fund the future improvements scheduled at the smelter and to provide 
additional working capital. The repayment conditions attached to the loans put constraints on the free cash flows from the 
revenues deriving from the smelter until repayment of the loans. The loan also includes a provision for a monthly 
management fee of US$150,000 payable to Weatherly International for the operation of its head office. 
 
Finally, as part of this financial restructuring, the conditions attached to the existing convertible note holders were 
renegotiated. The strike price for conversion was reduced from 23.5p to 8p and the terms of repayment were 
restructured so that US$3 million plus interest is payable in May 2009, US$4 million plus interest in May 2010, and US$5 
million plus interest in May 2011. The payment to be made in May 2009 can be deferred for 12 months subject to the 
application of a higher rate of interest. 
 
In the light of these substantial changes to our business, the directors have reviewed the business model and the 
assumptions contained within it and believe them to be reasonable. However, there are a number of uncertainties around 
the assumptions that have the potential to negatively impact on the company’s ability to deliver the forecast cash flows.  
 
These are: 
• Continued supply of concentrates, as per contracted amounts, from Chelopech and Louis Dreyfus is entirely outside 
the control of the company, and any significant reduction in this supply will negatively impact the company’s 
profitability. 
• The smelter is assumed to operate at or near to 90% capacity with copper concentrates provided by Chelopech and 
Louis Dreyfus. The directors believe that this is a reasonable assumption given the smelter’s unique ability to treat 
concentrates with a high arsenic content and the lack of alternatives. Additionally, the smelter’s operational flexibility 
allows it to continue to generate positive revenues at capacities below design capacity. 
• Settlement of Weatherly Mining’s creditors in Namibia (approximately US$5million) and the repayment of the first 
tranche of the convertible loan note principal of US$3 million due in May 2009, if not deferred until May 2010, is 
dependent on the realisation of funds raised from the sale of the company’s assets, real estate, and plant and 
equipment in Namibia. The directors believe that sufficient funds will be raised to fund these liabilities and loan 
principal but there is no assurance that this will be the case. The Interest payment of US$690,000 due in May 2009 
will be paid from current funds.   
• Weatherly Mining owes N$9.8 million (approximately US$1 million) in royalties to the Namibian Government up to 30 
June 2008.  It is the aim that the monies be paid. Weatherly Mining has filed for relief for royalties for the period 1 July 
2008 up until  the mines ceased operation, and the company expects the relief to be granted by the government in 
due course. However, there is no assurance that this will be the case. 
• No settlement of creditors (US$2.5 million) arising under the terms of the compromise agreement negotiated as part 
of the original mine acquisition in 2006. As the mines have been closed, the directors do not consider these monies to 
be payable and no provision has been made in respect of this liability.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
75 
• In November 2008, the company became aware of a potential claim in the amount of £3.5million against the company 
from a third party in relation to an alleged previously unknown financial obligation. Since that date, a thorough 
investigation has been conducted. As a result, the company believes that, should this claim be pursued, it has a 
robust defence and would pursue a counterclaim for loss and damages against the other party. In these 
circumstances the directors do not believe that any provision for this contingent liability should be made. 
On the basis of the foregoing projections and assumptions, the directors consider that the group will continue to operate 
within its currently available funds and the proceeds from the projected sale of assets and that it is appropriate to prepare 
the financial statements on the going concern basis.    
 
 
42. ACCOUNTING POLICIES: PARENT ENTITY 
 
a. Basis of preparation and change in accounting policy 
 
The parent entity financial statements of Weatherly International plc were approved for issue by the Board of Directors on 
26 February 2009. 
 
The financial statements are prepared under the historical cost convention.  
 
The financial statements are prepared in accordance with applicable accounting standards.  
                  
b. Intangible fixed assets 
 
Mineral exploration licence costs 
Exploration and evaluation expenditure comprises costs which are directly attributable to researching and analysing 
existing exploration data. It also includes the costs incurred in acquiring mineral rights, the entry premiums paid to gain 
access to areas of interest, and amounts payable to third parties to acquire interests in existing projects. When it has 
been established that a mineral deposit has development potential, all costs (direct and applicable overhead) incurred in 
connection with the exploration and development of the mineral deposits are capitalised until either production 
commences or the project is not considered economically viable. In the event of production commencing, the capitalised 
costs are amortised over the expected life of the ore reserves on a unit of production basis. Other pre-trading expenses 
are written off as incurred. Where a project is abandoned or is considered to be of no further interest, the related costs 
are written off. 
 
c. Tangible fixed assets 
 
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Such cost 
includes costs directly attributable to making the asset capable of operating as intended. Borrowing costs attributable to 
assets under construction are recognised as an expense when incurred. Depreciation is provided on all tangible fixed 
assets, at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of 
acquisition, spread evenly over the expected useful life of each asset as follows: 
 
Plant and machinery    3 to 15 years 
 
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances 
indicate the carrying value may not be recoverable. 
 
d. Depreciation and amortisation 
 
Amortisation of mining assets and mine development costs is charged over the life of specific projects, on a straight-line 
basis, based on proven and probable reserves. Proven and probable ore reserves reflect estimated quantities of 
economically recoverable resource that can be recovered in the future from known mineral deposits. Gains and losses 
on disposal of mining assets are determined by reference to their carrying amounts and are taken into account in 
determining net profit attributable to shareholders. Where the carrying amount of an asset is greater than its estimated 
recoverable amount, it is written down immediately to its recoverable amount (i.e. impairment losses are recognised).  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
76 
42. ACCOUNTING POLICIES: PARENT ENTITY (continued) 
 
e. Provision for liabilities 
 
A provision is recognised when the group has a legal or constructive obligation as a result of a past event and it is 
probable that an outflow of economic benefits will be required to settle the obligation. Provisions for the expected costs of 
maintenance under guarantees are charged against profits when products have been invoiced.  
 
f. Deferred tax 
 
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 
date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay 
less or to receive more, tax, with the following exceptions: 
• provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed 
assets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the 
extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. 
However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is 
more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only 
where the replacement assets are sold; 
• provision is made for deferred tax that would arise on remittance of the retained earnings of overseas 
subsidiaries, associates and joint ventures only to the extent that, at the balance sheet date, dividends have 
been accrued as receivable; 
• deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not 
that there will be suitable taxable profits from which the future reversal of the underlying timing differences can 
be deducted. 
 
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which 
timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. 
 
g. Foreign currencies 
 
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction or at the contracted rate if 
the transaction is covered by a forward foreign currency contract. Monetary assets and liabilities denominated in foreign 
currencies are retranslated at the rate of exchange ruling at the balance sheet date or if appropriate at the forward 
contract rate. All differences are taken to the profit and loss account with the exception of differences on foreign currency 
borrowings, to the extent that they are used to finance or provide a hedge against foreign equity investments, which are 
taken directly to reserves together with the exchange difference on the carrying amount of the related investments. Tax 
charges and credits attributable to exchange differences on those borrowings are also dealt with in reserves. 
 
h. Share-based payments 
 
Equity-settled transactions 
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which 
they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant 
employees become fully entitled to the award. Fair value is determined by an external valuer using an appropriate pricing 
model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than market conditions 
linked to the price of the shares of the company. 
 
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a 
market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided 
that all other performance conditions are satisfied.  
 
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the 
vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions 
and the number of equity instruments that will ultimately vest; or in the case of an instrument subject to a market 
condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance 
sheet date is recognised in the income statement, with a corresponding entry in equity. 
 
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or 
settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In 
addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any 
modification, based on the difference between the fair value of the original award and the fair value of the modified 
award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. 
 
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not 
yet recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
77 
42. ACCOUNTING POLICIES: PARENT ENTITY (continued) 
 
value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being 
treated as an expense in the income statement. 
 
All equity-settled share-based payments are ultimately recognised as an expense in the profit and loss account with a 
corresponding credit to "other reserve". 
 
Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital 
and, where appropriate, share premium. 
 
i. Interest-bearing loans and borrowings 
 
All interest-bearing loans and borrowings are initially recognised at net proceeds. After initial recognition, debt is 
increased by the finance cost in respect of the reporting period and reduced by payments made in respect of the debts of 
the period. Finance costs of debt are allocated over the term of the debt at a constant rate on the carrying amount. 
 
j. Classification of shares as debt or equity 
 
An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all its 
liabilities. Accordingly, a financial instrument is treated as equity if: 
(i) there is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or 
liabilities on terms that may be unfavourable; and 
(ii) the instrument is a non-derivative that contains no contractual obligations to deliver a variable number of shares or 
is a derivative that will be settled only by the group exchanging a fixed amount of cash or other assets for a fixed 
number of the group’s own equity instruments. 
 
When shares are issued, any component that creates a financial liability of the company or group is presented as a 
liability in the balance sheet, measured initially at fair value net of transaction costs and thereafter at amortised cost until 
extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged 
as interest expense in the income statement. The initial fair value of the liability component is determined using a market 
rate for an equivalent liability without a conversion feature. 
 
The remainder of the proceeds on issue is allocated to the equity component and included in shareholders’ equity, net of 
transaction costs. The carrying amount of the equity component is not re-measured in subsequent years. 
 
Transaction costs are apportioned between the liability and equity components of the shares, based on the allocation of 
proceeds to the liability and equity components when the instruments are first recognised.  
 
k. Investments 
 
Investments in subsidiaries are recognised at cost less accumulated impairment losses. 
 
43. INTANGIBLE ASSETS 
 
Capitalised exploration costs relate to the Burkina Faso project. 
 
 
 
 
 
 
 
Mineral 
Exploration
US$,000
Cost:
At 1 July 2007 -  
Additions 495 
At 30 June 2008 495 
Net book value at 30 June 2008 495  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
78 
44. INVESTMENTS 
 
 
For a listing of the subsidiaries see note 20. 
 
45. OPERATING PROFIT 
 
All investment revenue has been earned on the company’s loans and receivables category of financial assets. 
 
Auditors remuneration relating to the parent entity amounted to US$131,000 (2007: US$59,000) 
 
46. STAFF COSTS 
 
 
 
 
 
 
 
 
Year ended Year ended
30 June 2008 30 June 2007
US$ ,000 US$ ,000
Opening balance 36,095 1,398 
Reallocation of investment to costs -  (467)
Weatherly (Namibian Custom Smelters) Limited -  3 
Weatherly (Namibia SL) Limited -  31,355 
Weatherly Mining Namibia Limited -  3,806 
Closing balance 36,095 36,095 
Year ended Year ended
(a) Staff costs 30 June 2008 30 June 2007
No. No.
Staff and directors:
The average number of employees, including directors 8 7
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Employment costs of staff including directors comprised:
Wages and salaries (including contract staff) 1,760 780
Social security costs 52 11
Pension contributions 27 138
1,839 929
30 June 2008 30 June 2007
US$,000 US$,000
Directors' emoluments 1,440 702                
Pension contributions 27 -                 
1,467 702 
In respect to the highest paid director:
Aggregate emoluments 592                322                 WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
79 
 
 
47. DEBTORS 
 
48. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 
 
 
49. CREDITORS: AMOUNT FALLING DUE AFTER MORE THAN ONE YEAR 
 
50. SUBSIDIARIES 
Details of the company’s subsidiaries at 30 June 2008 are as included in the consolidated group accounts under note 20. 
 
51. FINANCIAL ASSETS 
Loans from other group entities 
At the balance sheet date amounts receivable from the fellow group companies is US$45.07 million (2007: US$22.65 
million).  The carrying amount of these assets approximates their fair value. There are no past due or impaired receivable 
balances. 
 
Cash and cash equivalents 
These comprise cash held by the company and short-term bank deposits with an original maturity of three months or 
less. The carrying amount of these assets approximates their fair value. 
 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Trade debtors 779 -                
Prepayments and other debtors 89 102 
Amount due from subsidiary undertaking 45,073 22,649 
VAT 169 49 
46,110 22,800 
Year ended Year ended
30 June 2008 30 June 2007
US$,000 US$,000
Trade creditors 586 342 
Other creditors and accruals 515 1,473 
1,101 1,815 
Year ended Year ended
30 June 2008 30 June 2007
Note US$,000 US$,000
Convertible loan note 25 12,469           -                  
12,469           -                   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
80 
52. FINANCIAL LIABILITIES 
Trade and other payables 
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit 
period taken for trade purchases is 72 days. 
 
The carrying amount of trade payables approximates their fair value. 
 
Borrowings 
The company had no bank borrowings during the financial year. 
 
53. SHARE CAPITAL AND SHARE PREMIUM ACCOUNT 
The movements on these items are disclosed in note 30. 
 
54. SHARE-BASED PAYMENTS 
Share-based payments made by the parent entity are included in the consolidated group accounts in note 33. 
 
55. EQUITY RESERVE 
The movements in the reserve are disclosed in the consolidated statement of changes in equity. 
 
56. PROFIT AND LOSS ACCOUNT 
 
 
57. LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY 
The loss for the year dealt with in the accounts of the parent company, Weatherly International plc, was US$14,634,000 
(2007: US$470,000). As permitted by section 230 of the Companies Act 1985, no separate profit or loss account is 
presented in respect of the parent company. 
 
 
Year ended
30 June 2008
US$,000
Opening balance (5,655)
Loss for the period (14,634)
Closing balance (20,289)