WEATHERLY INTERNATIONAL PLC  
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ANNUAL REPORT 2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weatherly International plc 
Company No. 3954224 
 
   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 .................................................................................................................................. 13 
Corporate governance report ............................................................................................................. 18 
Directors‟ remuneration report ........................................................................................................... 20 
Report of the independent auditor to the members of Weatherly International plc ............................. 23 
Consolidated income statement ......................................................................................................... 24 
Consolidated balance sheet ............................................................................................................... 25 
Consolidated statement of changes in equity ..................................................................................... 26 
Consolidated cash flow statement ...................................................................................................... 27 
Notes to the consolidated financial statements .................................................................................. 28 
Report of the independent auditor to the members of Weatherly International plc ............................. 64 
Company balance sheet .................................................................................................................... 65 
Notes to the parent company financial statements ............................................................................. 66 
 
 
   WEATHERLY INTERNATIONAL PLC  
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Company information 
 
 
 
Directors   W G Martinick (Non-executive Chairman) 
R J Webster (Chief Executive Officer) 
J Bryant (Non-executive) 
A Stephens (Non-executive) 
 
Secretary   Max Herbert 
 
Registered office  211 Piccadilly 
London W1J 9HF 
 
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 broker  Old Change House 
   128 Queen Victoria Street 
London EC4V 4BJ 
 
Registrars   Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
 
Website   www.weatherlyplc.com 
 
   WEATHERLY INTERNATIONAL PLC  
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Summary highlights 
 
 
Financial 
 
 Turnover of US$108.5 million 
 
 Loss before taxation US$30.7 million 
 
 Cash at bank US$2.0 million as at 30 June 2009 
 
Operational 
 
 NCS transformed into a stand-alone tolling business 
 
 Smelter improvements put in place to double capacity 
 
 Long term contracts for the supply of concentrate completed 
 
 All mines were closed in an orderly manner with redundancies paid 
 
 All key mining licences kept in good order 
 
 WMN working to selectively recommence mining operations 
 
Corporate and operational 
 
 Loan facilities for US$11.3 million put in place to fund smelter improvements 
 
 Terms of convertible loan notes renegotiated 
 
Developments post year end 
 
 Signature of a Letter of Intent with East China Mineral Exploration and Development Bureau for the acquisition 
of 50.1% shareholding in the company for £16.087 million (approximately US$27 million) 
 
 New JORC compliant study confirming the quality of the Tschudi deposit 
 
 Placement of equity raising a total of US$2 million with an option to call on a further US$5 million 
 
 Cash at bank US$2.6 million as at 23 October 2009 
 
   WEATHERLY INTERNATIONAL PLC  
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Chairman’s statement 
 
I am pleased to announce the 2009 full year results for Weatherly International and to provide an overview of the 
company‟s activities. 
 
Results 
 
Revenue increased to US$108.5 million from US$105.4 million in the prior year as a result of new agreements to process 
third party concentrates. These agreements which have subsequently been replaced by new agreements, left the group 
exposed to the drop in copper prices in the first half of the year, which played a large part in the gross loss for the year of 
US$16.2 million. The group also shut all its mining operations with subsequent redundancy costs and ongoing care and 
maintenance costs, and wrote off all development costs. The smelter, under Namibia Custom Smelters, has reverted to 
operating on a toll basis on its 2009 contracts and is no longer exposed to copper price variation. 
 
Developments during the year 
 
The year under review continued to represent a challenging commercial environment for Weatherly, and I am very 
grateful to my fellow directors for the way in which they have worked closely and effectively together to lead the company 
through the severe global downturn. Alan Stephens joined the board at the beginning of the year as a non-executive 
director, and both he and John Bryant have made invaluable contributions based on their extensive experience and 
excellent judgment. As part of our cost-cutting measures, Paul Craven, Chief Financial Officer, left the company in 
February 2009. 
 
The year started with our mining operations reporting record production during the quarter ending September 2008, but 
this achievement was quickly overshadowed by the dramatic decline in copper prices to well below our cost of 
production. Although we had copper hedges in place, these only provided protection until the end of the calendar year. 
 
Against this background of exceptionally low prices and few signs of significant recovery in the near-term, we conducted 
a detailed strategic review of our operations which led us to the decision to close all our mines at the end of 2008. 
 
At the same time, we entered into an agreement with Chelopech Mining EAD (Chelopech), a wholly owned subsidiary of 
Dundee Precious Metals Inc (DPM), and Louis Dreyfus Commodities Metals Suisse SA (Louis Dreyfus) that provided us 
with US$11.3 million of new funds, underpinning the continued operation and expansion of the Tsumeb smelter. Under 
the terms of these loans, the existing three year supply agreements to process imported concentrates from Chelopech 
and Louis Dreyfus were extended to five years, thus ensuring the future of the smelter operations. 
 
These funds, together with money raised from the sale of non-core mining equipment and real estate in Namibia, 
enabled us to close the mines in a proper and orderly manner, with all staff receiving redundancy payments, and to meet 
the ongoing cost of care and maintenance. 
 
In the overall restructuring of the company's debt profile, we also renegotiated the terms of the US$12 million convertible 
loan notes agreed with significant shareholders in May 2008, with repayment now due to be phased over three years. 
 
Namibia Custom Smelters (Pty) Ltd (NCS), our wholly owned subsidiary that owns and operates the Tsumeb smelter, is 
now a stand-alone tolling business. During the year, we carried out a number of improvements to the smelter, ensured 
that the business is properly funded and entered into long-term contracts for the throughput of third party concentrates. 
This positions the smelter well for the future. 
 
In November 2008, Weatherly announced that it had been made aware of a potential claim that was material in the 
context of its cash resources at that time. The company consequently requested that trading of its shares on AIM be 
temporarily suspended. Following a thorough investigation of the claim and the publication of our audited accounts, our 
shares were readmitted to trading on 27 February 2009. 
 
Post year end 
 
In August 2009, we completed a placement of 40,468,000 shares to DPM to raise US$2 million, which will be applied to 
NCS for improvements at the Tsumeb smelter and to provide additional working capital. Weatherly also has the right 
within the 12 months following the allotment of the shares to call on DPM for additional shares up to a value of  
US$5 million at the higher of prevailing market price but not less than 3 pence per share. 
 
On 15 September 2009, Weatherly signed a Letter of Intent whereby a wholly owned subsidiary of East China Mineral 
Exploration and Development Bureau (ECE) will subscribe for 446,851,840 new shares in the company at a price of  
3.6 pence per share, for total proceeds of £16.087 million. Provided the transaction is completed as set out in the Letter 
of Intent, ECE would own 50.1% of the enlarged issued share capital of the company. 
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As a result of gradually improving copper prices, there has been an increasing interest from third parties in our mines. 
We have completed plans for the reopening of two of the mines and are also examining the development of an open pit 
mine at Tschudi. 
 
Overview 
 
While this has been an extremely difficult year for Weatherly, the board has taken decisive and strategic measures to 
mitigate the impact of the global downturn. Although our mines remain closed at this time, we have continued to improve 
the smelter, expanding its capacity with the aim of forming a profitable stand-alone business. We are preparing 
provisional plans to reopen our mines and to develop the open pit at Tschudi, as well as evaluating other potential growth 
opportunities. 
 
We also now have the exciting prospect of joining forces with a strong and dynamic Chinese mining group. I believe the 
proposed relationship with ECE will enable Weatherly to realise the full value of its existing assets, to acquire and 
develop additional mineral assets, and to generate significant value for our shareholders in the future. 
 
 
 
Wolf Martinick 
Chairman 
2 November 2009 
 
   WEATHERLY INTERNATIONAL PLC  
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Chief Executive’s review 
 
Overview 
 
There is no question that this was a difficult year for the company, in which a number of setbacks and challenges had to 
be overcome. 
 
After applying considerable resources to improving the efficiency of our mines, the collapse in copper prices and the 
global financial crisis made their continued operation unsustainable. Following our decision to close the mines, we had to 
raise funds to ensure that all redundancy payments were met and creditors paid, and that the mines would be maintained 
in good standing. We then needed to focus our efforts on the smelter business, ensuring its continued viability and 
improved performance. 
 
Operational review 
 
Mining 
 
By our year end 2007/08, we had invested considerable resources both in terms of management time and money to 
improve the efficiency of our mining operations. As a result of these investments, our mine production for the first quarter 
of the year (July to September 2008) reached record levels. Between July and December 2008, however, world copper 
prices fell steeply from circa US$8,000 per tonne to just over US$3,000 per tonne – well below the company‟s average 
cost of production at the time of approximately US$5,000 per tonne. 
 
Although we had copper hedges in place until December 2008 to protect us from the immediate impact of this price 
collapse, it was clear that drastic action would have to be taken to protect the company as the hedges expired. 
 
Weatherly embarked on a programme of cost-cutting measures that initially included closure of the Tsumeb West and 
Matchless mines, and selective retrenchments at Otjihase and Tschudi. However, continuing falls in the copper price 
compelled us to place these last two mines on care and maintenance as well. The closure of our mines was conducted in 
an orderly manner, with appropriate compensation being paid to all employees made redundant. The licences for all the 
company‟s mining assets have been maintained in good standing, with the exception of Elbe where our exploration 
licence was not renewed but an appeal has been lodged against that decision. 
 
New funding totalling US$11.3 million was raised from Chelopech and Louis Dreyfus, two of the major suppliers of 
concentrates to the smelter. The bulk of this money was used to fund the expansion and ongoing requirements of the 
Tsumeb smelter. A portion of the money, together with proceeds from the sale of non-core assets, was also used to meet 
the cost of keeping the Otjihase mine dewatered. 
 
Weatherly currently has five copper mines and a zinc lead project (Berg Aukas) on care and maintenance. The company 
is considering a range of strategic options for maximising the value of its portfolio, and future investment will focus on 
those assets that have the scale and cost structure to deliver the highest returns to our shareholders. The development 
of an open pit mine to exploit the shallow dipping tabular orebody at Tschudi, which is located 26 kilometres from the 
Tsumeb concentrator and smelter, is a particularly promising project. 
 
In October 2009 we announced the results of an independent JORC compliant resource estimate for Tschudi by Coffey 
Mining (SA) (Pty) Ltd. The estimate incorporated the results of a 200 hole infill drilling program completed in 2007 and 
2008. This was aimed at further defining the previous historic resource estimate completed in 2002. The new estimate of 
47.7mt @ 0.86% copper (0.3% cut off grade) is slightly increased over the last global estimate based on historical drilling 
(43mt @ 0.83% Copper including inferred – Mintek 2002), but more importantly increases the confidence level relating to 
the measured and indicated categories which now comprise approximately 60% of the global resource. 
 
Within the global resource Coffey have analysed the potentially open pitable resource using a cut off of 0.3% Cu. down 
to a vertical depth of 180m. A Measured and Indicated resource has been estimated at 25.2 million tonnes of ore grading 
0.92% Cu.  This relatively shallow resource will form the basis of the next stage of the pit optimisation and design 
process to be completed later this year. 
 
Work is currently underway to complete the detailed mine planning and scheduling for the Tschudi open pit. Consultants 
have also been engaged to determine the most suitable processing route. Final feasibility work is expected to be 
completed by mid 2010, with development possible thereafter subject to financing and a positive outcome to these 
studies. 
 
A significant proportion of the Tschudi resource is too deep to mine by open pit methods, and it is the company‟s 
intention to resume underground operations at Tschudi once the pit is exhausted. 
 
Weatherly, acting as subcontractor to Wadi Al Rawda Industrial Investments (Wadi), completed a bankable feasibility 
study in 2008 for the development of the Tambao manganese project in Burkina Faso.  Wadi subsequently applied for a 
mining licence to develop the project in early 2009, but is yet to receive a formal response from the government of  WEATHERLY INTERNATIONAL PLC  
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Burkina Faso. The Tambao deposit contains a resource of 13mt of ore grading 54% manganese (AMC 2008).  While the 
mine itself is a relatively straight forward open pit, the logistics of getting the ore to market is the key to the viability of the 
project.  Weatherly will open negotiations with Wadi as soon as the mining licence is granted. 
 
The company has also completed an internal evaluation of the viability of reopening the Otjihase and Matchless mines 
following the recent improvement in copper prices. 
 
Weatherly Mining Namibia’s production for 2008/2009 
 
Area Milled (t) Grade (%) Recovery (%) Copper (t) Cash cost* 
$/t Cu 
Central Operations 316 080 1.24 91.85 3 597 4 412 
Northern Operations 148 490 1.17 67.32 1 166 5 469 
 
* Cash Costs (C
1
) includes smelting, refining and other realisation costs net of precious metal credits. 
 
On page 9 of this document you will find the following information: 
 
Table A Ore Reserves at 30 June 2009 
Table B Mineral resources as at 30 June 2009 
Table C Historical Resources 
 
Smelting 
 
The Tsumeb smelter is one of only five commercial-scale smelters operating in Africa. It is linked by rail to our central 
and northern operations, and importantly to the Atlantic port of Walvis Bay. Because of the earlier improvements made to 
the smelter, we were in a good position to change its operating regime following the closure of our mines. 
 
Historically, the smelter had been an integral part of the mining operations and Weatherly initially followed suit, rebuilding 
the small reverbatory furnace in 2006 to accommodate its own mine production. The furnace operated effectively, but 
had relatively high operating costs because of its small throughput. In order to reduce costs and fully utilise the existing 
infrastructure of the original, much larger plant, we decided to expand the smelter to process imported concentrates in 
addition to the company‟s own production. To maximise profitability, we targeted third-party concentrates that would 
command 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. 
 
During the reporting period, we implemented a number of additional improvements to the smelter. The conversion of a 
top submerged lance furnace (Ausmelt) from lead to copper smelting was completed at a cost of US$10 million in 
September 2008. In addition, an oxygen plant that will increase the efficiency of the top submerged lance furnace is 
under construction, with completion scheduled for December 2009. The combined effect of these improvements will be to 
essentially double the smelter‟s current capacity. 
 
In order to underpin the future operation of the smelter on a stand-alone basis, we extended our agreements with 
existing concentrate suppliers. As part of this arrangement, Chelopech entered into an agreement to provide NCS, our 
wholly owned subsidiary which operates the Tsumeb smelter, with a US$7 million facility. The company also entered into 
a separate agreement with Louis Dreyfus to provide an additional US$4.3 million facility. 
 
The terms of the loans included 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 off-
taker of copper blister produced by the Tsumeb smelter and the 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 following commissioning of the 
oxygen plant. 
 
Concurrent with entering into the new loans above, Weatherly also renegotiated the terms of the existing US$12 million 
convertible loan notes. Repayment was rescheduled into 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 was also reduced from  
23.5 pence to 8 pence, and in return the note holders waived previous acts of default under the terms of the original loan 
note. (In May 2009, the company elected to defer the initial payment in order to rebuild its cash reserves.) 
 
The company‟s focus during the first six months of 2009 was to continue optimising the new Ausmelt furnace in order to 
achieve the forecast smelter performance. The smelter treated 29,546 tonnes of concentrate in the first quarter of 2009 
and 29,994 tonnes in the second quarter, giving a total of 59,540 tonnes. The majority of concentrates were sourced 
from Chelopech and El Brocal. 
 
By year end, NCS had been successfully transformed from a tied, downstream processing plant to a standalone tolling 
business. During 2008, Weatherly was a buyer and seller of copper products from its mines and was severely affected by 
the sharp decline in metal prices. In contrast, from January 2009 onwards, NCS has been paid purely on a dollar per  WEATHERLY INTERNATIONAL PLC  
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8 
tonne of concentrate treated basis and, as such, has neither ownership of the resulting products nor exposure to metal 
prices. 
 
The other major concentrate supply contract with Louis Dreyfus continues through to mid-2014, with tonnages and 
treatment charges agreed in principle. These terms and conditions have been ratified for the next two years (2010 and 
2011) and, after adjustment for 2008 final reconciliations, are some 10% better than the terms applying in 2009. 
 
Smelter Production for 2008 / 2009 
      
Tonnes of blister (98.6 % Copper) 
Q3 
2008 
Q4 
2008 
Q1 
2009 
Q2 
2009 
Total 
2008/2009 
Weatherly Concentrates (includes local purchases)  2 611   1 951  - -  4 562  
Third Party Concentrates  1 497   2 721   3 895    618   8 731  
Tolling Concentrates - -  1 068   4 165   5 233  
Total Copper Blister (tonnes)  4 108   4 672   4 963   4 783   18 526  
 
Post year end events 
 
As announced on 31 July 2009, the company completed a placement of 40,468,000 ordinary shares (approximately 9% 
of the company‟s enlarged issued share capital) to DPM to raise proceeds of US$2 million. The placement proceeds are 
to be applied to NCS and are being used to complete the construction of a new residue disposal site, which is required to 
meet the exacting environmental standards set by the company. NCS is a major producer of arsenic trioxide, a 
substance that is sold in increasing quantities to the agri-chemical industry, and negotiations are underway to increase 
the volumes supplied under the current contract with the Malaysian company Amcrop. 
 
The placement will also provide additional working capital to NCS when the Ausmelt furnace ceases production for 
approximately three weeks in February 2010 in order to reline the furnace. The oxygen plant is now expected to be 
commissioned in December 2009, which will allow an initial run such that any post-commissioning modifications can be 
carried out during the February shutdown. 
 
Pursuant to the subscription agreement, DPM has also agreed to subscribe for further ordinary shares at the option of 
the company for maximum proceeds of US$5 million. If the company elects to take up this option, the ordinary shares 
would be subscribed for at the higher of prevailing market price or 3 pence per ordinary share. As a condition of the 
subscription agreement, Chelopech, a subsidiary of DPM, and NCS have entered into a new agreement to extend the 
existing concentrate supply agreement through to 2020 on terms which are 10% more favourable than those of the 
existing supply agreement. 
 
On 15 September 2009, Weatherly announced the signing of a Letter of Intent (LOI) with East China Mineral Exploration 
and Development Bureau (ECE), whereby a wholly-owned subsidiary of ECE will subscribe for 446,851,840 new shares 
in the company at a price of 3.6 pence per share, for total proceeds of £16.087 million. Assuming the transaction is 
completed as set out in the LOI, ECE would own 50.1% of the enlarged share capital of the company. 
 
The proceeds from the proposed transaction will be utilised firstly in redeeming US$3 million plus accrued interest 
(approximately US$1.5 million as at 30 September 2009) of the outstanding loan capital of Weatherly, and secondly in 
providing capital for the company‟s mining operations, smelter and development projects in Namibia and Burkina Faso. 
Proceeds may also be used to redeem the remaining US$9 million and associated interest of the outstanding convertible 
loan as and when these fall due. 
 
There are a number of conditions precedent to the conclusion of the transaction, which is scheduled for the end of 
January 2010. Apart from due diligence, these include consents to be obtained from the relevant authorities in China and 
from the UK Panel on Takeovers and Mergers, and the approval of our shareholders at a general meeting. 
 
I shall comment further on this important development for our company at the end of this review. 
 
Weatherly has entered into an option agreement with a South African company, Cubenco 192 Pty Ltd („Cubenco‟) 
whereby Cubenco has the option to purchase the Kombat mine from WMN‟s subsidiary, Ongopolo Mining Ltd for total 
consideration of US$3million. Kombat does not form part of Weatherly‟s future development plans.  Cubenco has paid a 
non-refundable option fee of R1.2million, (US$160,000) and has 42 days in which to complete its due diligence and 
make a second payment of US$600,000. Assuming this payment is made the final payment of US$2.24 million is due by 
the end of March 2010.   WEATHERLY INTERNATIONAL PLC  
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Table A 
 
Reserve
Category Tonnes Cu (%) Ag (g/t) Au (g/t) Cu (t) Ag (kg) Au (kg)
 Proven 2,184,314 1.81 6.99 0.35 39,576 15,278 755
 Probable 287,602 1.01 7.57 0.15 2,895 2,177 42
 Total 2,471,916 1.72 7.06 0.32 42,471 17,455 797
 Proven -                   -           -           -           -           -           -           
 Matchless (West Ext.) Probable 709,992 1.71 -           -           12,166 -           -           
 Total 709,992 1.71 -           -           12,166 -           -           
 Grand Total  (Proven + Probable) 3,181,908 1.72 5.49 0.25 54,637 17,455 797
Weatherly Mining Namibia : Ore Reserves as at 30 June 2009
Deposit
Reserve Tonnes and Grade Contained Metal
 Otjihase
 
Table B 
 
Resource
Category Tonnes Cu (%) Ag (g/t) Au (g/t) Cu (t) Ag (kg) Au (kg)
 Measured 3,543,518 2.41 9.05 0.43 85,421 32,076 1,516
 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 11,090,076 1.91 7.30 0.32 211,973 81,008 3,559
 Measured -                     -              -              -              -              -              -              
 Matchless Indicated 591,660 2.13 -              -              12,628 -              -              
 Western Extension Inferred 230,460 2.32 -              -              5,346 -              -              
 Total 822,120 2.19 -              -              17,974 -              -              
 Measured 13,232,447 0.82 9.75 -              108,506 129,016 -              
 Indicated 26,312,000 0.83 10.85 -              217,863 285,446 -              
 Inferred 3,531,000 0.84 11.01 -              29,625 38,875 -              
 Total 43,075,447 0.83 10.52 -              355,994 453,337 -              
 Measured 35,255 2.45 13.00 -              864 458 -              
 Indicated 520,400 2.24 20.02 -              11,680 10,417 -              
 Inferred 413,200 1.88 16.35 -              7,757 6,757 -              
 Total 968,855 2.10 18.20 -              20,301 17,632 -              
 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 56,579,942 1.10 10.05 0.06 623,216 568,788 3,559
Kombat Asis West
Weatherly Mining Namibia : Mineral Resources as at 30 June 2009
Insitu Tonnes and Grade Insitu Metal
Deposit
 Tschudi
 Tsumeb West
 Otjihase
 
Table C 
 
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 (SAMREC) they w ill not comply w ith current standards until a further process of independent verification has been carried out.
 
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10 
Financial results 
 
Revenue for the year increased to US$108.5 million from US$105.4 million in the previous financial year. The second 
half of the year contributed only US$33.6 million of this revenue comprising entirely revenue from smelting activities 
following the closure of the Company‟s mines in the first half as the company converted its smelting operation to a toll 
basis after fulfilling its 2008 contractual commitments. Weatherly recorded a gross loss for the year of US$16.2 million 
compared to a gross profit of US$4.9 million for the previous year. 
 
This weaker performance resulted from sharply lower copper prices in terms of sales in the year and settlement of 
debtors at last year end, as well as from higher one-time operational costs associated with the closure of our mines - 
specifically redundancy costs, ongoing care and maintenance costs, and development costs that would otherwise have 
been capitalised had the Board not decided to write off those assets. The company also incurred losses on the sale of 
non-core mining assets to pay outstanding creditors and finance the care and maintenance programme. 
 
The net loss for the period of US$30.7 million, or US 7.59 cents per share, included an expense of US$2.7 million 
reflecting an adjustment to the fair value of the group‟s share options in Emerging Metals Limited (EML) which are valued 
on a marked-to-market basis; a profit on the exercise of copper put options of US$2.7 million; and deferred revenue of 
US$4.9 million released in relation to the initial value of the sale of the slag dumps to EML following that company‟s 
admission to AIM on 1 July 2008.  
 
During the first quarter of 2009, the group sold assets worth US$7.1 million, cleared all creditors (approximately US$7.2 
million) and funded the care and maintenance of all its mining assets.  At year end, the mining subsidiary (WMN) was 
effectively debt-free with the exception of royalties US$1 million (N$9.7 million) and contested payments to NamPower - 
both of which fall under the Ministry of Mines and Energy and are the subject of commercial negotiations associated with 
the possible reopening of the mines. In the meantime, the Namibian government has accepted security in the form of a 
number of farms and properties currently being sold. 
 
As the copper price continued to recover, a halt was put to any further sales of assets that would either diminish the 
value of the mines or increase the cost of reopening them.  As a result, payments to noteholders originally on asset sales 
were deferred until 2010 to preserve cash and allow for the full value of the mining assets to be retained. 
 
Marketing, sales and treasury 
 
During the second half of 2008, Weatherly sold its copper production on delivery to the Walvis Bay terminal to traders on 
a four-month forward London Metals Exchange (LME) price. The average weighted copper price achieved during the 
July to December 2008 period was US$5,409 per tonne. Copper prices throughout the year ranged from a high of 
US$8,985 per tonne in July 2008 to a low of US$3,106 per tonne. 
 
Weatherly also sold 40,626 ounces of gold and 189,014 ounces of silver contained in the copper blister. Average gold 
price for the year was US$869 per ounce and silver US$13.37 per ounce. Precious metals accounted for 39% of 
revenue. 
 
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$2.7 million in respect of these hedges. Mining operations ceased in 
December 2008, and only minor residual sales were recorded after this date. 
 
In the second half of the reporting period, the company‟s only operations were those of its smelting subsidiary, NCS. 
NCS is now purely a processor of imported concentrates and derives its entire revenue from treatment charges and 
penalty charges. All concentrates are supplied by either Chelopech or Louis Dreyfus and the materials remain the 
property of the suppliers. Under these circumstances, the smelter cash flow is not exposed to copper price but is affected 
by changes in the Namibian dollar (pegged to the South African rand) relative to the US dollar, and year end metal 
reconciliations. 
 
During the reporting period, the average US dollar to South African rand exchange rate was 9.16663, with severe 
fluctuations from 7.156 to 11.85 recorded between August 2008 and March 2009. Towards the end of the financial year, 
the rand appreciated strongly against the US dollar, which raised operating costs at the smelter and reduced operating 
margins without any appreciable benefit in the cost. 
 
In June 2009, we announced the sale of our entire shareholding of 21,899,698 ordinary shares in EML for a total 
consideration of approximately US$1.6 million. The company still holds 13,075,179 options in EML. 
 
As at 30 June 2009, Weatherly held cash reserves (in sterling and US dollars) equivalent to US$2 million (as at 23 
October 2009 US$2.6 million). 
   WEATHERLY INTERNATIONAL PLC  
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11 
 
Safety 
 
There was a substantial reduction in reported incidents for the second half of the financial year following the cessation of 
mining operations in December 2008. 
 
WMN (mining) 
 
 2008/9 2007/8 
Fatalities 0  0 
Reportable 
(1)
 1 13 
Disabling 
(2)
  7 27 
   
   
NCS (smelting)   
 2008/9 2007/8 
Fatalities 0  0 
Reportable 
(1)
 5 1 
Disabling 
(2)
  5 2 
   
(1)
 More than 14 days lost. 
(2)
 Between 1 and 14 days lost. 
 
Environment 
 
During 2009, the company funded the Ongopolo Environmental Trust, the independent body responsible for all 
environmental liabilities (past and future), and engaged consultants, Synergistics Environmental Services to carry out 
baseline emissions surveys as part of a new environmental impact statement to be submitted to the Department of the 
Environment in advance of new legislation due to be enacted in 2010. 
 
Adopting a proactive stance, the company is currently completing construction of a new converter cooling tower, which is 
expected to bring gas emission levels at the smelter well inside the new limits expected to be gazetted in 2010. 
 
In addition, the company has also brought forward construction of a new residue disposal site which will be 
commissioned in July 2010 to deal primarily with arsenic dusts not reprocessed by the arsenic refinery. The majority of 
arsenic during the financial year was reprocessed into an arsenic trioxide product which is sold to South African and 
Malaysian agri-chemical companies. 
 
We also commissioned consultants Thuthuka Group to investigate the feasibility of an acid plant utilising the SO
2 
emissions from the expanded Ausmelt furnace as a feed source for sulphur production. The feasibility study is primarily 
targeting the severe shortage of acid likely to arise in Namibia with the development of a number of new uranium mines, 
but a significant environmental benefit would also result. 
 
A number of other projects were initiated in 2009 to improve data collection and reporting. The company is committed to 
complying fully with Namibia‟s new legislation and to maintaining the highest international standards in its operations. 
 
Outlook 
 
After an extraordinarily difficult year, I believe that we have weathered the storm and the measures we have taken to 
reconfigure and further strengthen our smelting business demonstrate the value of our total asset base. 
 
We successfully negotiated agreements that enabled us to progress our strategy of upgrading the smelter and securing 
long-term supplies of premium concentrates. Although not currently in production, the mines are being maintained in 
good standing, and following the steady recovery of copper prices, we are preparing plans for the eventual reopening of 
the Otjihase and Matchless mines. Additionally, we are progressing development of the open pit at Tschudi, and 
continuing to pursue our interests in the promising manganese project at Tambao in Burkina Faso. 
 
The signing of the LOI with ECE represents a major opportunity for Weatherly and could signal a dramatic change in our 
fortunes. We are now working to clear the conditions precedent and to complete the transaction by the end of January 
2010. ECE has recognised the value inherent in Weatherly‟s asset base and management team, and is prepared to 
invest heavily to obtain a controlling position in the company. 
 
The benefits of the transaction to Weatherly shareholders are considerable, and include: 
 The creation of a strategic relationship with an important Chinese metals group that brings potential for very 
significant growth for the company; 
 An immediate and substantial injection of working capital, and repayment of the first US$3 million and 
associated interest of the outstanding convertible loan notes; 
 A greatly improved balance sheet and increased shareholder value;  WEATHERLY INTERNATIONAL PLC  
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12 
 Accelerated development of the Tschudi open pit copper project; 
 Adequate funding to underpin the current expansion of the smelter to meet all the needs of both current and 
future concentrate suppliers; 
 The ability to reopen the Otjihase and Matchless mines, currently on care and maintenance, to take advantage 
of improving copper prices; 
 The possibility of acquiring additional exploration concessions in Namibia and potentially other mineral resource 
projects in China and elsewhere; 
 Access to ECE‟s exploration capability and mining expertise, with the potential to achieve improved resource 
recovery and cost efficiencies at WTI operations; and 
 A further strengthening of our relations with the Namibian government, at the highest levels. 
 
I believe that the proposed relationship with ECE will ensure an exciting and prosperous future for Weatherly 
International. It will enable us to realise the full value of our current asset base, and to capitalise on new opportunities for 
growth that I am confident will arise as a result of ECE‟s ambitious plans for the continuing development of our company. 
 
 
Rod Webster 
Chief Executive Officer 
2 November 2009 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
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13 
Directors’ report 
 
The directors present their report, together with the group and parent company financial statements and auditor‟s report, 
for the year ended 30 June 2009. 
 
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 12. 
 
The directors 
 
The directors during the year ended 30 June 2009: 
 
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 
 
During the year under review and since the year end, there have been considerable changes to our business. In the light 
of these substantial changes, 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 affect the company‟s ability to deliver the forecast cash flows. 
 
Our smelting Company NCS has been transformed from a tied downstream processing plant to a stand-alone smelting 
business. We have entered into loan facilities with Chelopech and Louis Dreyfus that enable us to improve the 
performance of the smelter and increase its capacity. This business is now self sustaining and following the 
commissioning of the oxygen plant in December 2009 will generate sufficient funds to meet the business‟s future capital 
requirements and service its loans. Additionally the business is underpinned by long term contracts with Louis Dreyfus 
and Chelopech for the supply of concentrates. The terms have been agreed for 2010 and 2011. The smelter‟s operating 
costs are incurred in Namibian dollars, while income is received in US dollars. Negative exchange rate variations 
significantly reduced profitability in 2009 and may do so again in the coming year.  This exposure is limited to 
approximately half the throughput of concentrate. 
 
The placement that was made with DPM at the end of July 2009 raised US$2 million which is to be applied to the smelter 
and provides additional working capital. DPM have also undertaken to subscribe for a further US$5 million worth of 
shares if the company elects. These arrangements also underpin the continued operation of the smelter. 
 
Following repayment of the loan notes due in May 2010, we believe that the smelter should generate sufficient funds to 
pay the management fee arrears and the final repayment of the loan notes in May 2011. 
 
Having closed all our mines by the end of 2008, they are currently under care and maintenance and we are incurring 
expenditure of approximately US$150,000 per month to ensure that the licences are maintained in good order. We have 
sold real estate and the proceeds from these somewhat protracted transactions continue to filter through and meet these 
ongoing costs. 
 
On 15 September 2009 we announced the signature of a Letter of Intent with ECE which when completed will raise 
approximately US$27 million of new funds for the company. It is proposed to use the proceeds to repay the amount due 
to the noteholders in May 2010 of approximately US$10 million (which includes accrued interest). The surplus will 
provide funds for the reopening of the Otjihase and Matchless mines and the continued development of the open pit at 
Tschudi, as well as working capital. 
 
If this transaction does not go ahead for any reason, the noteholders 2010 payment will need to be funded by the sale of 
core mining or smelting assets, an alternative injection of capital or the restructuring of the notes. There is no certainty 
that sufficient funds will be raised to accomplish this. 
 
   WEATHERLY INTERNATIONAL PLC  
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14 
There are a number of other matters that could affect the cashflow of the company going forward, namely: 
 
 Weatherly Mining owes N$9.7 million (US$1.2 million) in royalties to the Namibian government. We have made 
proposals for the settlement of this claim which are under consideration by the Namibian government. 
Weatherly Mining has filed for relief for royalties for the period 1 July 2008 up until the mines ceased operation 
and we await the outcome of this. 
 No settlement of creditors N$37.2 million (US$4.7 million) arising under the terms of the compromise agreement 
negotiated as part of the original mine acquisition in 2006.  Whilst the mines were closed, the directors did not 
consider these monies to be payable.  However we have had further discussions and have proposed a 
settlement that would be implemented if the mines were to be reopened and this is being considered. 
 In November 2008, we reported that the company became aware of a potential claim in the amount of  
£3.5 million. A writ has now been issued by Barclays Bank plc in respect of this claim in relation to a purported 
foreign exchange transaction. A thorough investigation has been conducted and as a result, the company 
believes that it has a robust defence and it will defend the action vigorously and make a counterclaim for loss 
and damages. 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 transactions for at least the next twelve months 
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, was US$30.7 million (2008: US$54.1 million). No dividends were 
recommended by the directors during the year.   
 
Key performance indicators 
 
Production 
 
When the mines were in production, the Board monitored monthly production against budgeted figures, while 
management monitored it on a daily basis. Production “head grades” were monitored by management on a shipment 
basis and the Board monitored ore grades on a monthly basis. For the year ended 30 June 2009, 479,120 tonnes of ore 
were extracted (2008: 791,130 tonnes), producing 4,882 tonnes of copper (2008: 8,345 tonnes). Note these figures are 
essentially comparing the half year with a full year. During the current year, the smelter processed 18.526 tonnes of 
concentrate. This is set out in the table on page 8.  
 
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.   
 
Performance 
 
The Board monitors 71 comparable AIM-quoted stocks against Weatherly‟s share price; the review relating to 30 June 
2009 ranked Weatherly 52 in the league of the best performing stocks in that comparison. 
 
Key risk factors and mitigations 
 
Smelter Performance 
 
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 as follows:  
 
The Tsumeb smelter operates as a tolling facility and its only sources of revenue are the treatment charges (TC‟s) and 
penalty charges (PC‟s) paid by the concentrate suppliers to the smelter.  The smelter receives copper and precious 
metals in concentrate form and returns the metals contained (less adjustment for recoveries) to the owner/suppliers.  As 
such the main risks associated with the smelter are that it does not receive concentrate shipments in time and does not 
achieve the required throughput and/or metal recoveries as per final reconciliations. 
 
Human resources 
 
Management: Attracting and retaining key commercial and technical staff will be a major challenge especially in the light 
of the company‟s past year financial performance. 
 
Workforce: During the year, Weatherly closed its mining operations in Namibia and made over 600 staff redundant. This 
was done in a proper manner and all staff received redundancy payments. Under these circumstances it is unlikely that 
there will be any industrial backlash when the company starts recruiting again.  WEATHERLY INTERNATIONAL PLC  
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15 
 
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. 
 
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. 
 
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 15 October 2009 as follows: 
Matterhorn Investment Management LLP 71,170,952 15.96%
RAB Capital 50,308,695 11.29%
Dundee Precious Metals Inc 40,468,000 9.08%
Bank Windhoek (Namibia) 33,948,233 7.62%
R J Webster 27,343,800 6.13%
Balyasny Asset Management LP 24,500,000 5.50%
W G Martinick 19,263,200 4.32%
Ezenet Ltd 18,281,200 4.10%
Gersec 14,882,000 3.34%
Number of 
ordinary 
0.5p shares
 
 
Post balance sheet events 
 
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. In pursuance of that claim, Barclays 
Bank plc issued a writ against Weatherly International on 18 September 2009. A thorough investigation of this claim has 
been conducted. As a result, the company believes that it has a robust defence and will pursue a counterclaim for loss 
and damages against Barclays Bank plc. In these circumstances, the directors do not believe that any provision for this 
contingent liability should be made. 
 
Loan facility agreements 
On 31 July 2009, Weatherly concluded a further placement of 40,468,000 ordinary shares (approximately 9% of the 
enlarged issued share capital) to DPM to raise proceeds of US$2 million. The placement proceeds are to be applied to 
NCS and will be used to complete the construction of a new residue disposal site. NCS is a major producer of arsenic 
trioxide, a substance which is sold in increasing quantities to the agrichemical industry, and negotiations are underway to 
increase the volumes supplied under the current contract with Amcrop of Malaysia. 
 
  WEATHERLY INTERNATIONAL PLC  
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16 
The placement will also provide additional working capital to NCS when the Ausmelt furnace ceases production for 
approximately two weeks in order to reline the furnace and connect the oxygen plant presently under construction. The 
oxygen plant is expected to be commissioned in early 2010, with the exact timing to be set such that the furnace 
rebricking and the oxygen plant connection occur simultaneously. 
 
Pursuant to the subscription agreement, DPM has also agreed to subscribe for further ordinary shares at the option of 
the company for maximum proceeds of US$5 million. If the company elects to take up this option, the ordinary shares 
would be subscribed for at the higher of prevailing market price or 3 pence per ordinary share. As a condition of the 
subscription agreement, Chelopech, a subsidiary of DPM, and NCS have entered into a new agreement to extend the 
existing concentrate supply agreement through to 2020 on terms which the company considers more favourable than 
those of the existing supply agreement. 
 
Letter of Intent with ECE 
On 15 September 2009, the company announced that it had signed a Letter of Intent (LOI) with East China Mineral 
Exploration and Development Bureau (ECE) whereby a wholly owned subsidiary of ECE will subscribe for 446,851,840 
new shares in the company at a price of 3.6 pence per share, for total proceeds of £16.087 million. Assuming the 
transaction is completed as set out in the LOI, ECE would own 50.1% of the enlarged share capital of the company. 
 
The proceeds will be utilised first in redeeming US$3 million, plus accrued interest of approximately US$1.5 million, of 
the outstanding loan capital of Weatherly; and secondly, in providing working capital for the company‟s mining 
operations, smelter and development projects in Namibia and Burkina Faso. The proceeds may also be used to redeem 
the remaining US$9 million and associated interest of the outstanding convertible loan as and when these fall due. There 
are a number of conditions precedent to the conclusion of this transaction, which is scheduled for the end of January 
2010. Apart from due diligence, these include the consent of the relevant authorities in China and of the UK Panel on 
Takeovers and Mergers, and the approval of the company‟s shareholders at a general meeting. 
 
Tschudi 
In October 2009 we announced the results of an independent JORC compliant resource estimate for Tschudi by Coffey 
Mining (SA) (Pty) Ltd. The estimate incorporated the results of a 200 hole infill drilling program completed in 2007 and 
2008. This was aimed at further defining the previous historic resource estimate completed in 2002. The new estimate of 
47.7mt @ 0.86% copper (0.3% cut-off grade)is slightly increased over the last global estimate based on historical drilling 
(43mt @ 0.83% Copper including inferred – Mintek 2002), but more importantly increases the confidence level relating to 
the Measured and indicated categories which now comprise approximately 61% of the global resource.  
 
Within the global resource Coffey have analysed the potentially open pitable resource using a cut off of 0.3% Cu. down 
to a vertical depth of 180m. A Measured and Indicated resource has been estimated at 25.2 million tonnes of ore grading 
0.92% Cu.  This relatively shallow resource will form the basis of the next stage of the pit optimisation and design 
process to be completed later this year. 
 
Sale of Kombat 
Weatherly has entered into an option agreement with a South African company, Cubenco 192 Pty Ltd („Cubenco‟) 
whereby Cubenco has the option to purchase the Kombat mine from WMN‟s subsidiary, Ongopolo Mining Ltd for total 
consideration of US$3million. Kombat does not form part of Weatherly‟s future development plans.  Cubenco has paid a 
non-refundable option fee of R1.2million, (US$160,000) and has 42 days in which to complete its due diligence and 
make a second payment of US$600,000. Assuming this payment is made the final payment of US$2.24 million is due by 
the end of March 2010. 
 
Board changes 
Alan Stephens (age 55) 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. 
 
Environment 
 
Discussion of the environment and the company‟s environmental management programme can be found in the Chief 
Executives review on page 11. 
 
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 12. 
 
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 2009 were equivalent to 96 days‟ purchases (2008: 123 days), based on the average daily amount 
invoiced by suppliers during the year. The company does not have significant trade creditor balances. 
   WEATHERLY INTERNATIONAL PLC  
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17 
Exchange rates 
 
The following rates have been used in the compilation of the financial statements and notes supporting the accounts: 
year-end sterling to US dollar exchange rate is 1.6520 with the average rate for the year 1.6159. The year-end US dollar 
to South African rand (ZAR) rate is 7.8820, with the average rate for the year 9.1666. (The currency in Namibia is the 
Namibian dollar which is pegged 1:1 to the South African rand). 
 
 
 
 
 
 
 
 
 
 
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 2006. 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. 
 
 
 
 
on behalf of Board: 
Rod Webster 
Chief Executive Officer 
 
2 November 2009 
  
 Translation   2009 
 
2008  
Year end 1 GBP – USD 1.6520 1.9954  
Average 1 GBP - USD 1.6159 2.0044  
Year end 1 USD – ZAR 7.8820 7.9645  
Average 1 USD – ZAR 9.1666 7.3123    WEATHERLY INTERNATIONAL PLC  
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18 
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 2009, the Board was comprised of the following: 
Wolf Martinick Chairman 
Rod Webster Chief Executive Officer 
Paul Craven Chief Financial Officer  
John Bryant Senior independent non-executive director 
Alan Stephens 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 four non-executive directors: Peter Redmond only served for 10 days until 10 July 2008. 
The three serving non-executive directors are Alan Stephens, John Bryant, and Wolf Martinick who is also the Chairman 
of the Board.  Alan Stephens and John Bryant were considered to be “independent”; due to the size of Wolf Martinick‟s 
shareholding of 4.75% and his ability to influence Ezenet Ltd‟s holding of 4.51%, he is not considered to be an 
independent director.   
 
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 John Bryant as Chairman and Alan Stephens for the year ended 30 June 2009. 
 
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 of the audit. 
 
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 9 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 auditor‟s independence is not compromised. The Audit Committee met three times during the period, 
and John Bryant and Alan Stephens were present on all occasions. 
 
The Audit Committee can meet for private discussion with the external auditor, who attends its meetings as required.  
The Company Secretary acts as secretary to the committee. 
 
The Remuneration Committee was made up of Alan Stephens as Chairman and John Bryant during the year, 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 
long term incentive plan (LTIP) and the grant of options as part of the remuneration package. The Remuneration 
Committee met four times during the period, with Alan Stephens and John Bryant in attendance on each occasion.  
 
The Nominations Committee was made up of Wolf Martinick and Rod Webster with either John Bryant or Alan 
Stephens. 
 
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 Nominations Committee met once formally during the year. The  WEATHERLY INTERNATIONAL PLC  
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19 
appointment of Alan Stephens as a non-executive director involved all members of the Board, which also sought 
independent advice before making the appointment.  
 
In accordance with the Quoted Companies Alliance Guidance, the Board on 10 October 2008 nominated John Bryant as 
the senior independent non-executive director on 10 October 2008. 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 
 
During the year, there were 12 substantive Board meetings. Directors‟ attendance at meetings of the Board and its sub-
committees during the period was as follows: 
 
Wolf Martinick Board 11 of 12 
Rod Webster Board 12 of 12 
Paul Craven Board   5 of   7 
Alan Stephens  Board 12 of 12 Audit Committee 3 of 3     Remuneration Committee 4 of 4 
John Bryant Board 12 of 12 Audit Committee 3 of 3    Remuneration Committee 4 of 4 
 
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, Remuneration and Nominations Committees, which define the roles of their 
members; 
 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. 
 
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 have both been updated and refined as Weatherly‟s business 
evolves and grows.  
 
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 2009 were Alan Stephens and John 
Bryant who are both independent non-executive directors, and the Committee was chaired by Alan Stephens. 
 
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 PricewaterhouseCoopers 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. In 
considering the Chief Executive‟s basic salary the Remuneration Committee took into account his extended role since 
the departure of the Chief Financial Officer and the lack of Executive support. 
 
Benefits-in-kind 
 
The executive director receives benefits in kind, principally private medical insurance.   
 
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. 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 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 32 to the financial statements.  
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
21 
Pension arrangements 
 
Executive directors receive pension contributions to their own private pension schemes.  
 
Service contracts 
 
The executive director has a signed service agreements with the company. This contract does not have fixed terms but is 
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 is 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-executive directors 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: 
 
Name of director
Salary 
and fees
Benefits 
in kind Pension Total
US$'000 US$'000 US$'000 US$'000
Executive
R J Webster 356 5 76 437 
P G Craven 177 19 12 208 
Non-executive
W G Martinick 119 -  -  119 
J Bryant 53 -  -  53 
P Redmond 5 -  -  5 
A Stephens 48 -  -  48 
Aggregate emoluments 758 24 88 870 
Executive
R J Webster 592 -  -  592 
P G Craven 306 -  -  306 
Non-executive
W G Martinick 241 -  -  241 
J Bryant 127 -  -  127 
P Redmond 174 -  -  174 
Aggregate emoluments 1,440 -  -  1,440 
2009
2008
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
22 
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 2008 Warrants/ 
options 
cancelled
Director  
resigned
30 June 2009
R J Webster 1,248,489 -  -  1,248,489 
1,248,491 -  -  1,248,491 
W G Martinick 1,248,490 -  -  1,248,490 
1,248,488 -  -  1,248,488 
P G Craven 500,000 -  (500,000) -  
P G Craven
1
75,000 (75,000) -  
P Redmond 75,000 (75,000) -  
J Bryant
1
75,000 (75,000) -  
5,718,958 (150,000) (575,000) 4,993,958 
 
 
 
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 14.3 pence, low of 0.5 pence and a closing share 
price at 30 June 2009 of 1.5 pence. 
 
There have been no variations to the terms and conditions or performance criteria for share options during the financial 
year. 
 
Approval 
 
This report was approved by the Board of directors on 2 November 2009 and signed on its behalf by: 
 
 
 
 
 
Rod Webster 
Chief Executive Officer 
 
2 November 2009 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
23 
Report of the independent auditor to the members of Weatherly International plc 
 
Independent auditor's report to the members of Weatherly International plc 
We have audited the group financial statements of Weatherly International plc for the year ended 30 June 2009 which 
comprise the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in 
equity, the consolidated cash flow statement and the related notes. The financial reporting framework that has been 
applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the 
European Union. 
 
This report is made solely to the company‟s members, as a body, in accordance with Sections 495 and 496 of the 
Companies Act 2006. 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 
As explained more fully in the Directors‟ Responsibilities Statement set out on page 17 the directors are responsible for 
the preparation of the group financial statements and for being satisfied that they give a true and fair view. Our 
responsibility is to audit the group financial statements in accordance with applicable law and International Standards on 
Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board‟s (APB‟s) Ethical 
Standards for Auditors. 
 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the APB's website at 
www.frc.org.uk/apb/scope/UKNP. 
 
Opinion on financial statements 
In our opinion the group financial statements: 
 
 give a true and fair view of the state of the group's affairs as at 30 June 2009 and of its loss for the year then 
ended; 
 have been properly prepared in accordance with IFRS as adopted by the European Union; and 
 have been prepared in accordance with the requirements of the Companies Act 2006. 
 
Emphasis of matter - Going concern 
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the 
disclosure made in note 4 to the financial statements concerning the company's ability to continue as a going concern. 
The matters detailed in note 4 to the financial statements, indicate the existence of a material uncertainty which may cast 
significant doubt about the company's ability to continue as a going concern. The financial statements do not include the 
adjustments that would result if the company was unable to continue as a going concern. 
 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Directors' Report for the financial year for which the group financial statements 
are prepared is consistent with the group financial statements. 
 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you 
if, in our opinion: 
 
 certain disclosures of directors‟ remuneration specified by law are not made; or 
 we have not received all the information and explanations we require for our audit. 
 
Other matter 
We have reported separately on the parent company financial statements of Weatherly International plc for the year 
ended 30 June 2009. That report is modified by the inclusion of an emphasis of matter. 
 
 
 
Nicholas Page 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
GRANT THORNTON UK LLP 
REGISTERED AUDITORS 
CHARTERED ACCOUNTANTS 
GATWICK 
2 November 2009  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
24 
Consolidated income statement 
For the year ended 30 June 2009 
 
Year ended Year ended 
30 June 2009 30 June 2008
Note US$'000 US$'000
Revenue 5 108,517 105,449 
Cost of sales (124,707) (100,509)
Gross (loss)/profit (16,190) 4,940 
Other operating income 6 8,150 1,331 
Administrative expenses (12,800) (11,736)
Loss on sales of assets 12 (1,152) (187)
Release of environmental liability 12 -  2,178 
Fair value of financial instruments through profit 
and loss 13 (2,760) 1,666 
Impairment of assets 35 (495) (50,837)
Operating loss (25,247) (52,645)
Foreign exchange gain/ (loss) 460 (720)
Finance costs 14 (5,987) (1,253)
Finance income 11 48 549 
Loss on ordinary activities before income tax (30,726) (54,069)
Income tax expense 15 -  -
Loss on ordinary activities after income tax (30,726) (54,069)
Allocated as follows:
Loss attributable to equity shareholders of 
parent entity (30,767) (52,393)
Minority interest 30 41 (1,676)
(30,726) (54,069)
Total and continuing loss per share
Basic (US cents per share) 17 (7.59c) (13.15c)
Diluted (US cents per share) 17 (7.59c) (13.15c)
 
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 28 to 62 form part of these financial statements.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
25 
Consolidated balance sheet 
At 30 June 2009
 
 
....................................................................... 
On behalf of the Board: 
 
R J Webster 
Chief Executive Officer 
Approved by the Board on 2 November 2009 
 
The notes on pages 28 to 62 form part of these financial statements.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
26 
Consolidated statement of changes in equity 
For the year ended 30 June 2009 
 
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
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 July 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
Exchange differences 
on translation of 
foreign operations
- - - - - (2,171) - - (2,171) - (2,171)
Fair value movement 
in investments
- - - - - - (4,760) - (4,760) - (4,760)
Net income 
recognised directly into 
equity
- - - - - (2,171) (4,760) - (6,931) - (6,931)
Loss for the period - - - - - - - (30,767) (30,767) 41 (30,726)
Total recognised 
income and expense
- - - - - (2,171) (4,760) (30,767) (37,698) 41 (37,657)
Issue of shares 8 27 - - - - - - 35 - 35
Share-based 
payments
- - - - 638 - - - 638 - 638
At 30 June 2009
3,527 71,729 18,471 454 1,413 (9,606) (469) (65,208) 20,311 - 20,311
 
 
 
The notes on pages 28 to 62 form part of these financial statements. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
27 
Consolidated cash flow statement 
For the year ended 30 June 2009  
 
 
 
The notes on pages 28 to 62 form part of these financial statements. WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
28 
Notes to the consolidated financial statements 
For the year ended 30 June 2009 
 
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 England. The 
address of Weatherly International plc's registered office, which is also its principal place of business is 211 Piccadilly, 
London W1J 9HF. 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 2 November 2009. 
 
2. STANDARDS AND INTERPRETATIONS NOT YET APPLIED BY THE GROUP 
 
The following new standards and interpretations, which are yet to become mandatory, have not been applied in the 30 
June 2009 annual financial statements of Weatherly International plc. 
 
Standard or Interpretation Effective in reporting 
periods starting on or 
after 
Various IFRS 
and IAS 
statements 
Improvements to IFRS 1 January 2009 
1 July 2009 
In addition to the improvement project, the following specific statements are mentioned: 
IFRS 1 and 
IAS 27 
Amendments to IFRS 1 First-time adoption of International 
Financial Reporting Standards and IAS 27 Consolidated and 
separate financial statements 
1 January 2009 
1 July 2009 
IAS 39 Amendment to IAS 39 Financial instruments: Recognition and 
measurement: Eligible hedged items 
1 July 2009 
IFRIC 15 Agreements for the construction of Real Estate 1 January 2009 
IFRIC 16 Hedges of a net investment in a foreign operation 1 October 2008 
IFRS 3 Business combinations (revised 2008) 1 July 2009 
IAS 27 Consolidated and separate financial statements (revised 2008) 1 July 2009 
IAS 32 Amendment to IAS 32 Financial instruments: Presentation and 
IAS 1 Presentation of financial statements - Puttable financial 
instruments and obligations arising on liquidation 
1 January 2009 
IFRS 2 Amendment to IFRS 2 Share-based payment: Vesting 
conditions and cancellations 
1 January 2009 
IAS 1 Presentation of financial statements 1 January 2009 
IAS 23 Amendments to IAS 23 Borrowing costs 1 January 2009 
IFRS 8 Operating segments 1 January 2009 
IFRIC 17 Distribution of non-cash assets to company 1 July 2009 
 
Management anticipates that the adoption of these standards and interpretations in future periods will have no material 
impact on the financial statements of the company, except for the amendments to the presentation of the financial 
statements when IAS 1 (revised) and IFRS 8 come into effect. 
 
The possible outcome of applying the revised version of IAS 23 is yet to be determined.  Under the new Standard, all 
borrowing costs that are directly attributable to qualifying assets are to be capitalised.  This may affect the measurement 
of assets which are self constructed in the course of the Group‟s ongoing research and development activities.  The 
Group‟s current accounting policy is to immediately expense all borrowing costs.  A change in accounting policies will 
affect the timing of expense recognition as well as the presentation of the resulting expenses (interest costs vs. 
amortisation). 
 
The company does not intend to apply any of these pronouncements early. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
29 
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 are summarised below and are consistent in all material 
respects with those applied in the previous year, except as otherwise noted. 
 
 
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 inter-group transactions, balances, income and expenses and inter-group profits and losses 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 
All exploration and evaluation expenditure is expensed as incurred. Capitalised balances brought forward were expensed 
in the year. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
30 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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. 
 
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 and from smelting copper and other metals belonging to third parties. Amounts are 
stated net of value added tax. 
 
Sales of goods are recognised when goods are delivered and title has passed. Smelting revenue is recognised when 
concentrate is treated. 
 
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. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
31 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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. 
 
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 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
32 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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. 
 
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. All investment property has been disposed of in the year or transferred to assets 
held for resale. The difference between sale proceeds net of disposal costs and carrying value is recognised in the 
income statement. 
 
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.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
33 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and 
selling expenses. 
 
Financial instruments, assets and liabilities 
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 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. 
 
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. 
 
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. 
 
Financial liabilities 
The group‟s financial liabilities include bank overdrafts, loans, unsecured creditors, convertible debt and trade and other 
payables.  
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
34 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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. 
 
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. 
 
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. 
 
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. 
 
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. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
35 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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". 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
36 
3. SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
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. 
 
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 
During the year under review and since the year end, there have been considerable changes to our business. In the light 
of these substantial changes, 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 affect the company‟s ability to deliver the forecast cash flows. 
 
Our smelting Company NCS has been transformed from a tied downstream processing plant to a stand-alone smelting 
business. We have entered into loan facilities with Chelopech and Louis Dreyfus that enable us to improve the 
performance of the smelter and increase its capacity. This business is now self sustaining and following the 
commissioning of the oxygen plant in December 2009 will generate sufficient funds to meet the business‟s future capital 
requirements and service its loans. Additionally the business is underpinned by long term contracts with Louis Dreyfus 
and Chelopech for the supply of concentrates. The terms have been agreed for 2010 and 2011. The smelter‟s operating 
costs are incurred in Namibian dollars, while income is received in US dollars. Negative exchange rate variations 
significantly reduced profitability in 2009 and may do so again in the coming year.  This exposure is limited to 
approximately half the throughput of concentrate. 
 
The placement that was made with DPM at the end of July 2009 raised US$2 million which is to be applied to the smelter 
and provides additional working capital. DPM have also undertaken to subscribe for a further US$5 million worth of 
shares if the company elects. These arrangements also underpin the continued operation of the smelter. 
 
Following repayment of the loan notes due in May 2010, we believe that the smelter should generate sufficient funds to 
pay the management fee arrears and the final repayment of the loan notes in May 2011. 
 
Having closed all our mines by the end of 2008, they are currently under care and maintenance and we are incurring 
expenditure of approximately US$150,000 per month to ensure that the licences are maintained in good order. We have 
sold real estate and the proceeds from these somewhat protracted transactions continue to filter through and meet these 
ongoing costs. 
 
On 15 September 2009 we announced the signature of a Letter of Intent with ECE which when completed will raise 
approximately US$27 million of new funds for the company. It is proposed to use the proceeds to repay the amount due 
to the noteholders in May 2010 of approximately US$10 million (which includes accrued interest). The surplus will 
provide funds for the reopening of the Otjihase and Matchless mines and the continued development of the open pit at 
Tschudi, as well as working capital. 
 
If this transaction does not go ahead for any reason, the noteholders 2010 payment will need to be funded by the sale of 
core mining or smelting assets, an alternative injection of capital or the restructuring of the notes. There is no certainty 
that sufficient funds will be raised to accomplish this.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
37 
 
There are a number of other matters that could affect the cashflow of the company going forward, namely: 
 
 Weatherly Mining owes N$9.7 million (US$1.2 million) in royalties to the Namibian government. We have made 
proposals for the settlement of this claim which are under consideration by the Namibian government. 
Weatherly Mining has filed for relief for royalties for the period 1 July 2008 up until the mines ceased operation 
and we await the outcome of this. 
 No settlement of creditors N$37.2 million (US$4.7 million) arising under the terms of the compromise agreement 
negotiated as part of the original mine acquisition in 2006.  Whilst the mines were closed, the directors did not 
consider these monies to be payable.  However we have had further discussions and have proposed a 
settlement that would be implemented if the mines were to be reopened and this is being considered. 
 In November 2008, we reported that the company became aware of a potential claim in the amount of  
£3.5 million. A writ has now been issued by Barclays Bank plc in respect of this claim in relation to a purported 
foreign exchange transaction. A thorough investigation has been conducted and as a result, the company 
believes that it has a robust defence and it will defend the action vigorously and make a counterclaim for loss 
and damages. 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 transactions for at least the next twelve months 
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 by the estimate of actual production in the future bring 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 effecting estimated mineral reserves 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 estimation 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. 
 
Metal exposures 
The group calculates its exposure to Louis Dreyfus by comparing the copper, gold and silver content in the concentrate 
received to the copper and precious metals in the blister returned and the quantities still in the system. 
 
Any over/under recovery to contractual recovery rates is a benefit/liability to the group and is recorded at spot rates 
prevailing at the time. Many parts of the calculation are subject to estimation. Concentrate received and later returned  
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
38 
 
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued) 
 
are subject to final verification of the amount of copper and precious metals from assay results. It can take several 
months before final quantity are agreed. The amount of precious metal in the system is also subject to estimation. 
Management uses its knowledge of historic information as well as samples taken but without turning the smelter off 
material in the system can only be estimated. 
 
Fair value of derivatives and other financial instruments 
The directors use their judgment in selecting an appropriate valuation technique for financial instruments not quoted in an 
active market and have selected the Black Scholes model. 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 32. 
 
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. 
 
 
5. REVENUE 
 
An analysis of the group‟s revenue is as follows: 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Continuing operations
Sale of goods 108,517 105,449 
Total revenue 108,517 105,449 
 
 
 
6. OTHER OPERATING INCOME 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Deferred revenue released to income statement 4,944 -  
Profit on exercise of copper put options 2,760 -  
Property rental 259 515 
Other 187 816 
8,150 1,331 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
39 
 
7. BUSINESS AND GEOGRAPHICAL SEGMENTS 
 
Business segments 
 
The Board has determined that the primary segmented reporting format is by business segments comprising mining and 
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 2009 segment reporting 
 
The group‟s operations are located in Namibia and the UK. The Mining and Smelting divisions are located in Namibia, 
whilst the Corporate function is carried out in London. All of the group‟s revenue is generated in Namibia, but sales are 
made to customers internationally, primarily in Switzerland. 
 
Mining Smelting Eliminations Consolidated
By business US$'000 US$'000 US$'000 US$'000
Sales and other operating revenues
External sales 10 108,507 -  108,517 
Inter-segment sales 17,751 - (17,751) -  
Segment revenues 17,761 108,507 (17,751) 108,517 
Mining Smelting Consolidated
US$'000 US$'000 US$'000
Segmental loss (15,174) (3,804) (18,978)
Unallocated corporate expenses (5,809)
Interest expense (5,987)
Interest income 48 
Net loss (30,726)
Segment assets 35,573 25,951 61,524 
Unallocated Corporate assets 1,992 
Total assets 63,516 
Segment liabilities (8,041) (21,236) (29,277)
Unallocated Corporate liabilities (13,928)
Total liabilities (43,205)
Other segment information
Purchase of Property plant and equipment 1,339 898 
Depreciation and amortisation (6,229) -  
Geographic Segmental Analysis
Namibia UK Europe Total
US$'000 US$'000 US$'000 US$'000
Sales by destination -  -  108,517 108,517 
Segmental assets 61,524 1,992 -  63,516 
Purchase of Property plant and equipment 2,237 -  -  2,237 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
40 
7. BUSINESS AND GEOGRAPHICAL SEGMENTS (continued) 
 
Year end 30 June 2008 segment reporting 
Mining Smelting Eliminations Consolidated
By business 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 
Mining Smelting Consolidated
US$'000 US$'000 US$'000
Segmental (loss)/profit (53,130) 3,111 (50,019)
Unallocated corporate expenses (3,114)
Interest expense (1,253)
Interest income 549 
Net profit (53,837)
Segment assets 72,451 35,440 107,891 
Unallocated Corporate assets 6,708 
Total assets 114,599 
Segment liabilities (21,183) (22,552) (43,735)
Unallocated Corporate liabilities (13,569)
Total liabilities (57,304)
Other segment information
Purchase of Property plant and equipment 35,190 -  
Purchase of Intangible assets 588 -  
Depreciation and amortisation 4,924 -  
Geographic Segmental Analysis
Namibia UK Europe Total
US$'000 US$'000 US$'000 US$'000
Sales by destination -  -  105,449 105,449 
Segmental assets 107,891 6,708 -  114,599 
Purchase of Property plant and equipment 35,190 45 -  35,235 
Purchase of Intangible assets 588 -  -  588 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
41 
 
8. OPERATING LOSS 
 
Year ended Year ended
This is stated after charging/(crediting): 30 June 2009 30 June 2008
US$'000 US$'000
Depreciation of owned assets 6,448 5,138 
Amortisation of owned assets 27 28 
Impairment of property, plant and equipment -  44,662 
Impairment of intangible assets 495 6,175 
Staff costs (see note 10b) 12,640 17,623 
Share based payment charge - non staff costs 204 249 
Operating lease payments 119 294 
Loss/(Profit) on sale of property, plant and equipment (see note 12) 1,152 (1,991)
Auditor's remuneration (note 9) 221 251 
Loss on sale of EML shares 318 -  
 
 
9. AUDITOR’S REMUNERATION 
 
The remuneration of the auditor is further analysed as follows: Year ended Year ended
30 June 2009 30 June 2009
US$'000 US$'000
Fees payable to the company's auditor for the audit of the
company's annual accounts 125 136 
Fees payable to the company's auditor and its associates
for other services:
The audit of the company's subsidiaries, pursuant
to legislation 62 60 
Other services pursuant to legislation 13 40 
Tax services 21 15 
Total remuneration 221 251 
 
 
10. EMPLOYEES AND KEY MANAGEMENT 
 
Detailed disclosure of Directors‟ remuneration is disclosed in the audited sections of the Remuneration Report on pages 
21 to 23. 
 
a) Staff numbers 
 
The average number of employees, including directors Year ended Year ended
30 June 2009 30 June 2008
Group: No. No.
Corporate UK 7 9
Namibia
Smelting 314 231
Mining 349 635
Group Total 670 875
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
42 
 
b) Staff costs 
 
Year ended Year ended
30 June 2009 30 June 2008
Their aggregated remuneration comprised: US$'000 US$'000
Wages and salaries 11,715 16,299 
Social security costs 122 95 
Pension contributions 369 576 
Share-based payments 434 653 
12,640 17,623 
 
 
c) Key Management remuneration 
 
Salaries and fees 1,507 2,099 
Pension contributions 88 12 
Key management share-based payments 331 519 
1,926 2,630 
 
 
Key management personnel as defined under IAS24 have been identified as the Board of Directors and further 
management personnel who have the authority and responsibility for planning, directing and controlling the activities of 
the Group. 
 
11. FINANCE INCOME 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Interest revenue:
Bank deposits 48 549 
Total interest revenue 48 549 
Investment revenue earned on financial assets analysed by category 
of asset is as follows:
Loans & receivables (including cash and bank balances) 48 549 
48 549 
 
 
12. OTHER GAINS AND LOSSES 
 
Year ending Year ending
30 June 2009 30 June 2008
US$'000 US$'000
Loss on sale of assets (1,152) (187)
Release of environmental liability -  2,178 
Other (losses)/gains (1,152) 1,991 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
43 
13. FAIR VALUE OF FINANCIAL INSTRUMENTS 
 
 
 
14. FINANCE COSTS 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Convertible loan note 1,103 159 
Third party loan 2,838 102 
Unwinding of compromise agreement 1,925 711 
Bank 52 214 
Other 69 67 
Total interest expense 5,987 1,253 
 
 
15. INCOME TAX EXPENSE 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Loss before tax (30,726) (54,069)
UK corporation tax @ 28% (2008: 29.5%) (8,603) (15,950)
Tax effects of:
Expenses not allowable for tax purposes 4,670 (203)
Capital profits not taxable (783) (908)
Impairment of asset -  1,822 
Other adjustment (1,285) 1,019 
Differences in local tax rates (1,569) (5,571)
Excess of capital allowances over depreciation (1,985) 7,286 
Tax losses utilised in period -  (2)
Tax losses not for future utilisation -  169 
Tax losses for future utilisation 9,555 12,338 
Total income tax expense -  -  
Unrecognised deferred tax provision
Accelerated capital allowances 14,246 14,791 
Share-based payments -  -  
Tax losses - UK (1,772) (1,702)
Tax losses - Namibia (51,196) (44,137)
Unrecognised deferred tax asset (38,722) (31,048)
These deferred tax assets are unrecognised as it is not probable that sufficient future taxable profits will  be 
available. 
 
The unrecognised deferred tax asset has no expiry period.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
44 
16. DIVIDENDS AND OTHER APPROPRIATIONS 
 
No dividends or appropriations were declared, proposed or payable at 30 June 2009. 
 
17. LOSS PER SHARE 
 
The calculation of basic and diluted loss per ordinary share is based on the following data: 
 
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Loss for the year attributable to equity shareholders (30,767) (52,393)
Basic loss per share (US cents) (7.59c) (13.15c)
Diluted loss per share (US cents) (7.59c) (13.15c)
Weighted average number of shares for basic loss per share 405,413,300 398,431,898 
Weighted average number of shares for diluted loss per share 405,413,300 398,431,898 
 
 
For the year ended 30 June 2009 24.5m (2008: 24.7m) potential ordinary shares have been excluded from the 
calculations of loss per share as they are anti-dilutive. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
45 
18. INTANGIBLE ASSETS 
 
Computer 
software Exploration
Mining 
licences Total
US$'000 US$'000 US$'000 US$'000
Cost:
At 1 July 2007 - -  6,175 6,175 
Additions 93 495 -  588 
Impairment loss -  -  (6,175) (6,175)
At 30 June 2008 93 495 -  588 
Amortisation:
At 1 July 2007 -  -  -  -  
Provided during the year (28) -  -  (28)
At 30 June 2008 (28) -  -  (28)
Net book value at 30 June 2008 65 495 -  560 
Cost
At 1 July 2008 93 495 -  588 
Additions -  -  -  -  
Impairment loss -  (495) -  (495)
Exchange difference 1 -  -  1 
At 30 June 2009 94 -  -  94 
Amortisation:
At 1 July 2008 (28) -  -  (28)
Provided during the year (27) -  -  (27)
Exchange difference (5) -  -  (5)
At 30 June 2009 (60) -  -  (60)
Net book value at 30 June 2009 34 -  -  34 
 
 
Exploration costs impaired are related to pre-licensing costs which can not be capitalised under IFRS. 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
46 
19. PROPERTY, PLANT & EQUIPMENT 
 
a) 
Freehold 
property
Plant and 
machinery
Assets under 
construction
Development 
costs
Totals
US$'000 US$'000 US$'000 US$'000 US$'000
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 
Cost:
At 1 July 2008 38,916 40,760 -  40,395 120,071 
Additions -  1,339 898 -  2,237 
Transfer to current assets (2,543) -  -  -  (2,543)
Disposals (466) (9,632) -  -  (10,098)
Exchange adjustment 351 (578) 146 -  (81)
At 30 June 2009 36,258 31,889 1,044 40,395 109,586 
Depreciation:
At 1 July 2008 (3,205) (11,233) -  (40,395) (54,833)
Provided during the year (1,997) (4,381) -  -  (6,378)
Transfer to current assets 175 -  -  -  175 
Disposals 25 3,854 -  -  3,879 
Exchange adjustment (399) (506) -  -  (905)
At 30 June 2009 (5,401) (12,266) -  (40,395) (58,062)
Net book value at 30 June 2009 30,857 19,623 1,044  -  51,524 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
47 
The following serve as security for borrowings as follows:
 
 
 
b) Investment properties 
 
Investment 
properties
US$'000
Cost or valuation:
At 1 July 2007 1,534 
Exchange adjustment (171)
At 30 June 2008 1,363 
Depreciation:
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 
Cost or valuation:
At 1 July 2008 1,363 
Disposals (1,184)
Exchange adjustment (179)
At 30 June 2009 -  
Amounts writen off:
At 1 July 2008 (81)
Provided during the year (70)
Disposals 140 
Exchange adjustment 11 
At 30 June 2009 -  
Net book value at 30 June 2009 -  
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
48 
The following investment properties serve as security for borrowings: 
 
 Carrying 
Amount 
Carrying 
Amount 
Bond Amount 
 2009 2008 2009 
    
 US$‟000 US$‟000 US$‟000 
    
Nature of property, plant and equipment    
 
Land and buildings 
- surety mortgage bond over portion 62 (a portion of 
portion B) of the farm Town of Tsumeb No. 103,  
Registration division “B”, Oshikoto Region in favour of 
Chelopech Mining EAD in respect of indebtedness of 
Namibia Custom Smelters (Pty) Ltd in the amount of 
US$ 7.151 million (note 25). 
13,401 
 
- 7,151 
 
 
20. INVESTMENTS 
 
a) Subsidiaries 
 
The company's investments at the balance sheet date in the share capital of companies include the following: 
 
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  
owned by Weatherly (Namibia SL) 
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  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
49 
 
b) Investments 
 
 
The shares were sold during the year and the options were revalued as at 30 June 2009. 
 
 
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 a loss of US$2.8 million (2008 profit of US$2.9 million). 
  
30 June           
2009
30 June           
2008
Dividend yield (%) -                -                
Expected volatility (%) 30.3346       18.7526       
Risk-free interest rate (%) 2.5753         5.201           
Share price at grant date £ 0.0475         0.0500         
Share price (market value)£ 0.1500         0.1500         
Exercise price £ 0.0500         0.0500         
Fair value £ 0.0115         0.1104         
No. Outstanding 13,705,179 13,705,179 
 
 
21. DEFERRED REVENUE 
 
2009 2008
US$'000 US$'000
Cash -  2,886 
Shares issued at £0.05 per share -  2,161 
Fair value of share options -  354 
Foreign exchange -  (457)
-  4,944 
 
 
The balance on deferred revenue was released to the income statement during the year. 
 
On 31 January 2008, Ongopolo Mining Limited (OML), a 97% subsidiary of Weatherly International plc, granted an option 
over the Tsumeb dumps to 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 subscribe for up to 13,075,179 
ordinary shares at £0.05 per share, exercisable at any time for five years from the date of completion of the Tsumeb 
Option Agreement. The revenue was classified as deferred revenue at 30 June 2008 and released to the income 
statement in the year ended 30 June 2009 when certain conditions had been satisfied.  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
50 
22. ASSETS HELD FOR RESALE 
 
Year ended 30 June 2009 
 
Freehold 
property
Totals
US$'000 US$'000
Cost:
At 1 July 2008 -  -  
Transferred from non current assets 2,543 2,543 
At 30 June 2009 2,543 2,543 
Depreciation:
At 1 July 2008 -  -  
Transferred from non current assets (175) (175)
At 30 June 2009 (175) (175)
Net book value at 30 June 2009 2,368 2,368 
 
 
The carrying value above approximates to the selling value and costs to sell are expected to be minimal. 
 
 
23. INVENTORIES 
 
30 June 2009 30 June 2008
US$'000 US$'000
Stockpiles at mine -  7,728 
Consumables 1,880 1,051 
1,880 8,779 
 
 
The difference between purchase price or production cost of inventories and their replacement cost is not material. 
 
24. TRADE AND OTHER RECEIVABLES 
 
30 June 2009 30 June 2008
US$'000 US$'000
Trade receivables 2,289 23,524 
Prepayments and other receivables 3,080 89 
VAT 33 167 
5,402 23,780 
 
 
As at 30 June 2009 there were no trade receivables past due (2008: nil). 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
51 
25. BORROWINGS 
 
Secured Borrowings 
 
 
 
All loans are denominated in US dollars. 
 
The weighted average interest rates paid during the year were as follows: 
 
30 June 2009 30 June 2008
%    %    
Convertible loan notes 10.12 9.00 
Chelopech 5.58 -     
Louis Dreyfus Commodities Metals Suisse SA 5.83 -     
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
52 
25. BORROWINGS (continued) 
 
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, 7 million will be redeemed on 6 May 2010 at par and 4 million on 6 May 2011. 
Interest at 18% is payable on 3 million of the loan and on the unpaid interest thereon. The remaining loan notes attract 
interest of 9%. 
 
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: 
30 June 2009 30 June 2008
US$'000 US$'000
Proceeds of the convertible loan notes
1
12,000 12,000 
Equity component 469 469 
12,469 12,469 
Liability component at date of issue 12,469 12,469 
Interest charged 1,262 160 
Interest paid -  -  
 
1
 US$750,000 of the proceeds were received on 1 July 2008. 
 
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. 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. 
 
Chelopech Mining EAD 
The loan bears interest at US$3 month LIBOR + 4% and is secured by way of surety mortgage bond over Farm Tsumeb 
No 103 and a surety notarial general covering bond over the moveable assets of Ongopolo Mining Ltd. First ranking 
security in favour of the lender over the lease on the land occupied by the Smelter and the share capital of Namibia 
Custom Smelters (Pty) Limited and security over the proceeds account and debt services account in favour of the lender. 
The loan is repayable from 1 June 2011 in 12 equal quarterly instalments. 
 
Louis Dreyfus Commodities Metal Suisse SA 
The loan bears interest at US$3 month libor + 4% and is unsecured. 
 
The loan is repayable between May 2011 and December 2013 amortised evenly over the projected throughput of the 
smelter over the repayment period. 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
53 
26. DERIVATIVE FINANCIAL INSTRUMENTS 
 
 
30 June 2009 30 June 2008
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 in the prior year over the 
production of copper at a strike price of US$5,000 per tonne. 
 
27. TRADE AND OTHER PAYABLES - CURRENT 
 
30 June 2009 30 June 2008
US$'000 US$'000
Trade payables 10,807 34,697 
Other payables and accruals 3,626 1,045 
14,433 35,742 
Unsecured payables subject to a compromise on acquisition 
1
2,933 1,523 
2,933 1,523 
 
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 2006. The offer of compromise was sanctioned by the High Court of Namibia. 
 
 
28. TRADE AND OTHER PAYABLES – NON-CURRENT 
 
30 June 2009 30 June 2008
US$'000 US$'000
Unsecured payables subject to a compromise on acquisition 
1
1,788 2,370 
Other payables -  256 
1,788 2,626 
 
1
 Per explanation in note 27 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
54 
29. AUTHORISED AND ISSUED SHARE CAPITAL 
 
30 June 2009 30 June 2008 30 June 2009 30 June 2008
US$ US$ £ £
Authorised
652,331,500 ordinary shares of 0.5p (2008: 652,331,500 
ordinary shares of 0.5p) 3,261,657 3,261,657
240,750,000 deferred ordinary shares of 0.099p 238,343 238,343
3,500,000 3,500,000
The authorised capital is shown in sterling only and not in US dollars.
Allotted, called up and fully paid
 405,425,427 (2008: 405,327,066) ordinary shares of 0.5p 3,526,769 3,519,455 2,027,127 2,023,400 
3,526,769 3,519,455 2,027,127 2,023,400 
 
The company issued the following shares and recorded the following movements in share capital (both in US dollars and 
sterling): 
US$ US$ US$ £ £ £
Share 
capital 
Share 
premium Consideration
Share 
capital
Share 
premium Consideration
15/08/2008 98,361 ordinary 0.5p shares 920 27,126 28,046 492 14,508 15,000 
Total 920 27,126 28,046 492 14,508 15,000 
 
 
The outstanding warrants/options to subscribe for ordinary shares of the company as at 30 June 2009 are as follows: 
 
Price per warrant/
Date Option
of grant Pence Expiry date
22 June 2005                155,501 3.00 15 July 2010
22 June 2005             2,496,979 5.00 15 July 2010
22 June 2005             2,966,492 12.00 15 July 2010
20 June 2006                234,800 10.50 18 July 2009
20 June 2006                  76,450 17.00 18 July 2009
10 May 2008                166,667 23.50 17 April 2013
10 May 2008                166,667 23.50 17 April 2014
10 May 2008                166,666 23.50 17 April 2015
11 July 2007                400,000 20.25 11 July 2010
19 July 2007             2,880,000 21.00 19 July 2009
8 May 2008                  75,000 20.50 21 April 2013
10 May 2008          12,000,000 27.15 10 May 2010
Number of 
warrants/options
 
 
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 27.15 pence 
per share. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
55 
30. MINORITY INTEREST 
 
US$'000
At 1 July 2007 2,235 
Share of Weatherly Mining Namibia loss (1,676)
Exchange Adjustment (600)
At 30 June 2008 (41)
Reallocated to majority interest 41 
At 30 June 2009 -  
 
 
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.  
 
31. CAPITAL COMMITMENTS 
 
30 June 2009 30 June 2008
US$'000 US$'000
Capital commitments
Contracted for but not yet recognised in the financial statements 304 1,500 
304 1,500 
 
 
32. 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 
Weighted 
average 
exercise price
Weighted 
average 
exercise price
Warrants pence Warrants pence
Outstanding at start of the year 8,810,222 12.30 6,191,619 9.00
Granted during the year -  2,880,000 21.00
Exercised during the year -  (261,397) 12.00
Outstanding at end of the year 8,810,222 12.30 8,810,222 12.30
Exercisable at end of the year 8,810,222 12.30 8,810,222 12.30
At 30 June 2009 At 30 June 2008
 
 
The average life remaining of warrants over shares is 1.34 years at 30 June 2009 (2008: 2.34 years). 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
56 
The fair value of the warrants was calculated using the Black Scholes model. The inputs were as follows: 
 
 
 
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 
 
Weighted average 
exercise price
Weighted average 
exercise price
Options pence Options pence
Outstanding at start of period 1,125,000 22.50 500,000 18.40
Granted during the year -  -  1,175,000 20.25
Forfeited/ Lapsed during the year
1
(150,000)
20.50
(550,000)
18.60
Outstanding at end of the period 975,000 22.50 1,125,000 22.50
Exercisable at end of the period 491,667 23.50 166,667 23.50
At 30 June 2009 At 30 June 2008
 
1
 These shares lapsed as a result of employees not accepting the Option by the imposed deadline. 
 
The average life remaining of options over shares is 3.09 years at 30 June 2009. (2008: 4.23 years) 
 
  
Date of grant Estimated fair value Share price Exercise price Expected volatility Expected life Risk-free rate
pence pence pence
20/06/2006 8.99 15.00 10.50 71.2687% 3.08 4.9141%
20/06/2006 7.11 15.00 17.00 71.2687% 3.08 4.9141%
19/07/2007 9.10 22.50 21.00 64.8239% 2.00 5.7680% WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
57 
32. SHARE-BASED PAYMENTS (continued) 
 
 
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
pence pence pence
31/05/2007 16.32                        25.00 23.50 65.0488% 5.88 5.9260%
31/05/2007 17.24                        25.00 23.50 65.0488% 6.88 5.7060%
31/05/2007 18.08                        25.00 23.50 65.0488% 7.88 5.6750%
11/07/2007 6.93                           22.25 20.25 64.6592% 1.00 5.7290%
11/07/2007 9.35                           22.25 20.25 64.6592% 2.00 5.7700%
11/07/2007 11.13                        22.25 20.25 64.6592% 3.00 5.7670%
21/04/2008 12.51                        24.25 20.50 70.6441% 3.00 4.4600%
21/04/2008 13.78                        24.25 20.50 70.6441% 4.00 4.4600%
21/04/2008 14.78                        24.25 20.50 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 14.5p, low of 0.5p and a closing share price at 30 June 2009 of 
1.5p. 
 
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. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
58 
32. SHARE-BASED PAYMENTS (continued) 
 
 
Year ended Year ended
30 June 2009 30 June 2009
No. Shares No. Shares
Outstanding at beginning of year 2,760,153       1,930,000       
Granted during the year - 2,599,721       
Transferred during year - (647,192)         
Lapsed during the year
1
(90,909)           (1,122,376)      
Outstanding at end of the period 2,669,244       2,760,153       
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 14.3p, low of 0.5p and a closing share price at 30 June 2008 of 
1.5p. 
 
The company recognised total expenses of US$638,000 (2008:US$504,000) related to equity-settled share-based 
payment transactions during the year of which US$204,000 (2008: US$249,000) were not staff related. 
 
33. 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. 
 
Namibia Custom Smelter (Pty) Ltd 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  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
59 
34. 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 
30 June 2009 30 June 2008 30 June 2009 30 June 2008
US$'000 US$'000 US$'000 US$'000
Financial assets
Current
Loans and receivables including cash and 
cash equivalents 4,337 29,076 4,337 29,076 
Non-current
Derivative financial asset at fair value 
through profit or loss 260 3,020 260 3,020 
Available for sale financial assets at fair 
value through equity -  6,555 -  6,555 
Financial liabilities
Current
Amortised cost 24,366 37,265 24,366 37,265 
Non-current
Amortised cost 18,370 14,962 18,370 14,962 
Carrying value Fair value
 
 
As at 30 June 2009 there were no trade receivables that were past due. 
 
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 2008
Within More than
1 year 1-5 years 5 years
US$'000 US$'000 US$'000
Fixed rate
Convertible loan notes 1,080 13,080 -  
Floating rate
Unsecured creditors subject to a compromise on acquisition 1,523 2,370 -  
Non interest bearing -  
Trade and other payables 35,742 256 
Year ended 30 June 2009
Within More than
1 year 1-5 years 5 years
US$,000 US$,000 US$,000
Fixed rate
Convertible loan notes 7,000 5,000 -  
Floating rate
Loans -  11,582 -  
Unsecured creditors subject to a compromise on acquisition 2,933 1,788 -  
Non interest bearing
Trade and other payables 14,433 -  -  
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
60 
34. 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 Group‟s‟ policy is to minimise interest rate cash flow risk exposures on long-term financing. At 30 June 2009, the 
company is exposed to changes in market interest rates through its parent company and bank borrowings, which are 
subject to variable interest rates. 
 
The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in 
interest rates of +/- 1,0 basis points (2008: +/- 1,0 basis points) with effect from the beginning of the year.  These 
changes are considered to be reasonably possible bases on observation of current market conditions.  The calculations 
are based on the company‟s financial instruments held at each balance sheet date.  All other variables are held constant. 
 
 2009 2008 
 US$ US$ 
           
       +1,0       +1,0 
  Basis points  Basis points 
   
Net effect on after tax profits       115,820                  - 
   
Equity       115,820                  - 
   
An equal and opposite impact would occur in a 1,0 point decrease  
 
Substantially all cash resources are invested in fixed-rate interest-bearing deposits - sterling at 0.7% on call and US 
dollars at 0.5% 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 smelts copper on behalf of a recognised, creditworthy trading house. The fees are paid for with terms of 90% 
during or immediately after the month of smelting, with 10% being trade receivables. 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 revenue transactions are denominated in US dollars while most costs are denominated in 
Namibian dollars, resulting in exposure to exchange rate fluctuations. Funds are periodically transferred overseas to 
meet capital commitments as required. 
 
The carrying amounts of the group‟s foreign currency denominated monetary assets (cash, trade and other receivables) 
and monetary liabilities at the reporting date are as follows: 
 
30 June 2009 30 June 2008 30 June 2009 30 June 2008
US$'000 US$'000 US$'000 US$'000
United States dollar 24,051 12,000 1,441 23,048 
British pound -  -  1,697 1,105 
Namibian dollar -  389 1,199 4,894 
Australian dollar -  -  -  29 
TOTAL 24,051 12,389 4,337 29,076 
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   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
61 
 
34. FINANCIAL INSTRUMENTS (continued) 
 
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 2009 30 June 2008 30 June 2009 30 June 2008
US$'000 US$'000 US$'000 US$'000
Effect on profit +10% (170) (111) (120) (39)
-10% 170 111 120 39 
Effect on equity +10% (170) (111) (120) (39)
-10% 170 111 120 39 
British pound currency impact Namibian dollar currency 
impact
 
 
35. IMPAIRMENT OF ASSETS 
 
Summary of impairment for the year ended 30 June 2009 30 June 2008
US$'000 US$'000
Exploration costs 495 -  
Kombat operation -  22,082 
Other assets -  22,580 
Zambian assets -  6,175 
Total impairment 495 50,837 
Exploration costs
Kombat operation, Other assets and Zambian assets
In the year ended 30 June 2008 management had to undertake impairment reviews on all its assets which 
resulted in the above impairments.
Exploration costs written off related to pre-licensing costs which can not be capitalised under IFRS.
 
 
36. POST BALANCE SHEET EVENTS 
 
Dundee Precious Metals Inc 
 
On 31 July 2009 the company entered into a conditional subscription agreement (“the Subscription agreement”) with 
Dundee Precious Metals Inc (DPM) whereby DPM subscribed for 40,468,000 ordinary (0.5 pence) shares in the 
Company for consideration of US$2 million. Pursuant to the terms of the Subscription Agreement, the proceeds of the 
subscription will be lent by Weatherly to Namibia Custom Smelters (Pty) Ltd.  The loan is to be used by NCS to cover the 
design and construction costs of an arsenic dust collection facility and for such other costs of expanding and improving 
the smelter as are agreed between NCS and Chelopech from time to time. The Subscription Agreement gives Weatherly 
the right, within the 12 months following the allotment of the shares subscribed for, to call on DPM to subscribe for 
additional shares on up to two occasions for an aggregate consideration of up to US$5 million at the higher of the then 
prevailing market price or (save in certain circumstances) 3 pence per share. 
 
East China Mineral Exploration and Development Bureau 
 
On 15 September 2009 Weatherly International plc announced that it has signed a Letter of Intent whereby a wholly 
owned subsidiary of East China Mineral Exploration and Development Bureau (ECE) will subscribe for 446,851,840 new 
shares in the Company at a price of 3.6 pence per share for total proceeds of £16,087 million. Assuming the transaction 
is completed ECE would own 50.1% of the enlarged issued share capital of the Company. 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
62 
36. POST BALANCE SHEET EVENTS (continued) 
 
Kombat 
 
Weatherly has entered into an option agreement with a South African company, Cubenco 192 Pty Ltd („Cubenco‟) 
whereby Cubenco has the option to purchase the Kombat mine from WMN‟s subsidiary, Ongopolo Mining Ltd for total 
consideration of US$3million. Kombat does not form part of Weatherly‟s future development plans.  Cubenco has paid a 
non-refundable option fee of R1.2million, (US$160,000) and has 42 days in which to complete its due diligence and 
make a second payment of US$600,000. Assuming this payment is made the final payment of US$2.24 million is due by 
the end of March 2010. 
 
37. CONTINGENT LIABILITIES 
 
There is a claim in the amount of £3.5million against the company from a third party in relation to an alleged previously 
unknown financial obligation. The company believes that 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. 
 
38. 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 ended 30 June 2009 an amount of US$72,544 (2008: US$46,000) was paid and as at 30 June 2009 an 
amount of US$ nil (2008: US$16,350) was in creditors relating to Martinick Bosch Sell Pty Ltd. a related company of Wolf 
Martinick (Director). 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. 
 
39. CAPITAL MANAGEMENT POLICIES AND PROCEDURES 
 
The group's capital management objectives are: 
 
 to ensure the group's ability to continue as a going concern; and 
 to provide an adequate return to shareholders 
 
by pricing products and services commensurately with the level of risk. 
 
The group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The 
group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the 
risk characteristics of the underlying assets.  In order to maintain or adjust the capital structure, the group may adjust the 
amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
63 
Statement of directors’ responsibilities - company 
 
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable 
law and regulations. 
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors 
have elected to prepare financial statements in accordance with United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice). The financial statements are required by law to give a true and fair view of the 
state of affairs 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 UK Accounting Standards have been followed, subject to any material departures 
disclosed and explained in the financial statements 
 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 adequate 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 2006. 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 each of the directors is aware: 
 
 there is no relevant audit information of which the company's auditors are 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 auditors are 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. 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
64 
Report of the independent auditor to the members of Weatherly International plc 
 
Independent auditor's report 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 
2009 which comprise the parent company balance sheet and the related notes. The financial reporting framework that 
has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice). 
 
This report is made solely to the company‟s members, as a body, in accordance with Sections 495 and 496 of the 
Companies Act 2006. 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 
As explained more fully in the Directors‟ Responsibilities Statement set out on page 63 the directors are responsible for 
the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our 
responsibility is to audit the parent company financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board‟s 
(APB‟s) Ethical Standards for Auditors. 
 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the APB's website at 
www.frc.org.uk/apb/scope/UKNP. 
 
Opinion on financial statements 
In our opinion the parent company financial statements: 
 
 give a true and fair view of the state of the company's affairs as at 30 June 2009; 
 have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and 
 have been prepared in accordance with the requirements of the Companies Act 2006. 
 
Emphasis of matter - Going concern 
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the 
disclosure made in note 4 to the financial statements concerning the company's ability to continue as a going concern. 
The matters detailed in note 4 to the financial statements, indicate the existence of a material uncertainty which may cast 
significant doubt about the company's ability to continue as a going concern. The financial statements do not include the 
adjustments that would result if the company was unable to continue as a going concern. 
 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are 
prepared is consistent with the parent company financial statements. 
 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you 
if, in our opinion: 
 
 adequate accounting records have not been kept by the parent company, or returns adequate for our audit have 
not been received from branches not visited by us; or 
 the parent company financial statements are not in agreement with the accounting records and returns; or 
 certain disclosures of directors‟ remuneration specified by law are not made; or 
 we have not received all the information and explanations we require for our audit. 
 
Other matter 
We have reported separately on the group financial statements of Weatherly International plc for the year ended 30 June 
2009. That report is modified by the inclusion of an emphasis of matter. 
 
 
 
Nicholas Page 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
GRANT THORNTON UK LLP 
REGISTERED AUDITORS 
CHARTERED ACCOUNTANTS 
GATWICK 
2 November 2009   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
65 
Company balance sheet 
At 30 June 2009 
 
As at As at
30 June 2009 30 June 2008
US$'000 US$'000
Non current assets Note
Property plant and equipment 20 35 
Intangible assets 42 -  495 
Investments 43 36,095 36,095 
Debtors falling due after more than one year 46 48,814 45,073 
Total non current assets 84,929 81,698 
Current assets
Debtors 46 923 1,037 
Cash at bank 972 4,998 
Total current assets 1,895 6,035 
Creditors
Amounts falling due within one year 47 8,459 1,101 
8,459 1,101 
Net current assets (6,564) 4,934 
Total assets less current liabilities 78,365 86,632 
Creditors
Amounts falling due after more than one year 48 5,469 12,469 
Net assets 72,896 74,163 
Capital and reserves
Called up share capital 52 3,527 3,519 
Share premium 52 71,729 71,702 
Merger reserve 18,471 18,471 
Capital redemption reserve 454 454 
Share- based payments reserve 52 1,413 775 
Other reserves 52 (469) (469)
Profit and loss account 53 (22,229) (20,289)
72,896 74,163 
 
 
 
 
 
........................................................................ 
On behalf of the Board: 
 
R J Webster 
Chief Executive Officer 
Approved by the Board on 2 November 2009 
 
The notes on pages 66 to 71 form part of these financial statements. 
 
 
Company registration no. 3954224 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
66 
Notes to the parent company financial statements 
For the year ended 30 June 2009 
 
40. BASIS OF ACCOUNTING 
 
The separate financial statements of the company are presented as required by the Companies Act 2006. 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 and are consistent in all material respects with those applied in 
the previous year, except as otherwise noted. 
 
41. 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 
21 October 2009. 
 
The financial statements are prepared under the historical cost convention.  
 
The financial statements are prepared in accordance with applicable accounting standards.  
 
The company has taken advantage of IFRS1 in not preparing a cashflow statement. 
 
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  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
67 
41. ACCOUNTING POLICIES: PARENT ENTITY(continued) 
 
e. 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. 
 
f. 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. 
 
g. 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 
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. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
68 
41. ACCOUNTING POLICIES: PARENT ENTITY (continued) 
 
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. 
 
h. 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. 
 
i. 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.  
 
j. Investments 
 
Investments in subsidiaries are recognised at cost less accumulated impairment losses. 
 
42. INTANGIBLE ASSETS 
 
 
30 June 2009 30 June 2008
Mineral Exploration US$'000 US$'000
Cost:
At 1 July 495 -  
Impaired in year (495) 495 
At 30 June -  495 
Net book value at 30 June -  495 
 
 
 
 
 
 
 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
69 
43. INVESTMENTS 
 
30 June 2009 30 June 2008
US$ '000 US$ '000
WM Exploration 930 930 
Weatherly (SL) Limited 1 1 
Weatherly Namibia (SL) Limited 31,355 31,355 
Ongopolo Mining Namibia Ltd 3,807 3,807 
Namibia Custom Smelters (pty) Ltd 2 2 
Closing balance 36,095 36,095 
 
For a listing of the subsidiaries see note 20. 
 
44. 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$125,000 (2008: US$131,000). 
 
45. STAFF COSTS 
Year ended Year ended
(a) Staff costs 30 June 2009 30 June 2008
             No.             No.
Staff and directors:
The average number of employees, including directors 7    8    
Year ended Year ended
30 June 2009 30 June 2008
US$'000 US$'000
Employment costs of staff including directors comprised:
Wages and salaries (including contract staff) 980 1,760 
Social security costs 96 52 
Pension contributions 88 27 
1,164 1,839 
 
Further details may be found in the Directors‟ Remuneration report. 
 
46. DEBTORS 
 
Debtors due within one year
Trade debtors 810 779 
Prepayments and other debtors 80 89 
VAT 33 169 
Total current `` 923 1,037 
Debtors due after more than one year
Amount due from subsidiary undertakings 48,814 45,073 
Total non-current
48,814 45,073 
Total debtors
49,737 46,110 
 
  WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
70 
47. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR  
 
Note 30 June 2009 30 June 2008
US$'000 US$'000
Trade creditors 76 586 
Other creditors and accruals 1,383 515 
Loans- Convertible Notes 25              7,000 -  
8,459 1,101 
 
 
48. CREDITORS: AMOUNT FALLING DUE AFTER MORE THAN ONE YEAR  
 
30 June 2009 30 June 2008
Note US$ '000 US$ '000
Convertible loan note 25 5,469 12,469 
5,469 12,469 
 
49. SUBSIDIARIES  
 
Details of the company‟s subsidiaries at 30 June 2009 are as included in the consolidated group accounts under note 20. 
 
50. FINANCIAL ASSETS  
 
Loans to other group entities 
At the balance sheet date amounts receivable from the fellow group companies was US$48.81 million (2008: 
US$45.07 million). The carrying amount of these assets approximates to their fair value. These amounts owing from 
group companies are shown net of an impairment amount of US$18.59 million (2008: US$10.54 million). Following a 
review by the Directors these are now considered due after more than one year as there is no agreed repayment date.  
 
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. 
 
51. 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 51 days (2008: 72 days). 
 
The carrying amount of trade payables approximates their fair value. 
 
Borrowings 
The company had no bank borrowings during the financial year. 
   WEATHERLY INTERNATIONAL PLC  
________________________________________________________________________________________________ 
 
________________________________________________________________________________________________ 
 
71 
52. MOVEMENT IN SHAREHOLDERS’ FUNDS  
 
Issued 
capital
Share 
premium
Merger 
reserve
Capital 
redemp-
tion 
reserve
Share-
based 
payment 
reserve
Other 
reserve
Retained 
earnings
Total equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 July 2007 3,043 53,665 18,471 454 271 -  (5,655) 70,249 
Loss for the year -  -  -  -  -  -  (14,634) (14,634)
Proceeds of issue of shares 476 18,037 -  -  -  -  -  18,513 
Share-based payments -  -  -  -  504 -  -  504 
Equity component of compound financial instument -  -  -  -  -  (469) -  (469)
At 30 June 2008 3,519 71,702 18,471 454 775 (469) (20,289) 74,163 
Loss for the year -  -  -  -  -  -  (1,940) (1,940)
Proceeds of issue of shares 8 27 -  -  -  -  -  35 
Share-based payments -  -  -  -  638 -  -  638 
At 30 June 2009 3,527 71,729 18,471 454 1,413 (469) (22,229) 72,896 
 
 
53. 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$1,940,000 
(2008: a loss of US$14,364,000). As permitted by section 408 of the Companies Act 2006, no separate profit or loss 
account is presented in respect of the parent company. 
 
54. POST BALANCE SHEET EVENTS 
 
Dundee Precious Metals Inc  
 
On 31 July 2009 the company entered into a conditional subscription agreement (“the Subscription agreement”) with 
Dundee Precious Metals Inc (DPM) whereby DPM subscribed for 40,468,000 ordinary (0.5 pence) shares in the 
Company for consideration of US$2 million. Pursuant to the terms of the Subscription Agreement, the proceeds of the 
subscription will be lent by Weatherly to Namibia Custom Smelters (Pty) Ltd.  The loan is to be used by NCS to cover the 
design and construction costs of an arsenic dust collection facility and for such other costs of expanding and improving 
the smelter as are agreed between NCS and Chelopech from time to time. The Subscription Agreement gives Weatherly 
the right, within the 12 months following the allotment of the shares subscribed for, to call on DPM to subscribe for 
additional shares on up to two occasions for an aggregate consideration of up to US$5 million at the higher of the then 
prevailing market price or (save in certain circumstances) 3 pence per share. 
 
East China Mineral Exploration and Development Bureau 
 
On 15 September 2009 Weatherly International plc announced that it has signed a Letter of Intent whereby a wholly 
owned subsidiary of East China Mineral Exploration and Development Bureau (ECE) will subscribe for 446,851,840 new 
shares in the Company at a price of 3.6 pence per share for total proceeds of £16,087 million. Assuming the transaction 
is completed ECE would own 50.1% of the enlarged issued share capital of the Company. 
 
Kombat 
 
Weatherly has entered into an option agreement with a South African company, Cubenco 192 Pty Ltd („Cubenco‟) 
whereby Cubenco has the option to purchase the Kombat mine from WMN‟s subsidiary, Ongopolo Mining Ltd for total 
consideration of US$3million. Kombat does not form part of Weatherly‟s future development plans.  Cubenco has paid a 
non-refundable option fee of R1.2million, (US$160,000) and has 42 days in which to complete its due diligence and 
make a second payment of US$600,000. Assuming this payment is made the final payment of US$2.24 million is due by 
the end of March 2010. 
 
55. RELATED PARTY TRANSACTIONS  
 
During the year ended 30 June 2009 an amount of US$72,544 (2008: US$46,000) was paid and as at 30 June 2009 an 
amount of US$ nil (2008: US$16,350) was in creditors relating to Martinick Bosch Sell Pty Ltd. a related company of Wolf 
Martinick (Director). 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.