ANNUAL REPORT 2008Email: [email protected] Website: EGYPT OFFICE 361 El-Horreya Road Sedi Gaber Ambrian Partners Limited Alexandria, Egypt Telephone: + 2 0354 1125 9 Facsimile:

A N N U A L R E P O R T 2 0 0 8

Centamin Egypt Limited Annual Report 20082

First 5 x 785C CAT dump trucks delivered and commissioned

Contents

Company Particulars 3

Chairman’s Report 5

Review of Operations 6

Directors’ Report 29

Remuneration Report 35

Management Discussion & Analysis 41

Auditor Independence Declaration 53

Corporate Governance Statement 54

Independent Auditor’s Report 59

Directors’ Declaration 61

Income Statement 62

Balance Sheet 63

Statement of Changes in Equity 64

Cash Flow Statement 66

Notes to the Financial Statements 67

Additional ASX Information 97

Company Particulars

COMPANY SECRETARYMrs Heidi Brown

CHIEF FINANCIAL OFFICERMr Mark Smith (resigned 07 August 2008)Mr Mark Di Silvio (appointed 25 July 2008)

PROJECT MANAGERMr Robert Sinclair

GENERAL MANAGER - EGYPTMr Youssef El-Raghy

AUDITORSDeloitte Touche Tohmatsu Level 14, Woodside Plaza240 St Georges TerracePerth WA 6000

UK NOMINATED ADVISOR & JOINT BROKERAmbrian Partners LimitedOld Chain House, 128 Queen Victoria StreetLondon ECV 4BJ, United KingdomTelephone: + 44 0207 776 6417

UK JOINT BROKERThomas Weisel Partners 5th Floor, 10 Domininon StreetLondon, United Kingdom EC2M 2EETelephone: + 44 0207 290 9700

LOCATION OF REGISTERS OF SECURITIESAustraliaComputershare Investor Services Pty LtdLevel 2, 45 St Georges TerracePerth WA 6000Telephone: + 61 8 9323 2000Facsimile: + 61 8 9323 2033

CanadaComputershare100 University Avenue, 8th FloorToronto, Ontario, ON M5J 2Y1Telephone: + 1 416 263 9311Facsimile: + 1 416 981 9777

United KingdomComputershare Investor ServicesPO Box 82, The Pavilions, Bridgwater RoadBristol BS99 7NH, EnglandTelephone: + 44 0870 702 0003Facsimile: + 44 0870 703 6116

DIRECTORSMr Sami El-Raghy, Executive ChairmanMr Josef El-Raghy, Managing Director/CEOMr Trevor Schultz, Executive Director of OperationsMr Colin Cowden, Non Executive DirectorMr G Brian Speechly, Non Executive DirectorDr Thomas Elder, Non Executive DirectorMr H Stuart Bottomley, Non Executive DirectorProfessor G Robert T Bowker, Non Executive Director

HEAD OFFICE57 Kishorn RoadMount Pleasant, Western Australia, 6153

Telephone: + 61 8 9316 2640Facsimile: + 61 8 9316 2650Email: [email protected]: www.centamin.com

EGYPT OFFICE361 El-Horreya RoadSedi Gaber Ambrian Partners LimitedAlexandria, Egypt

Telephone: + 2 0354 1125 9Facsimile: + 2 0352 2635 0

BANKERSAustraliaNational Australia Bank Limited50 St Georges TerracePerth WA 6000

EgyptNational Societe General Bank54 Elbatal Ahmed Abdel Aziz StreetCairo, Egypt

EgyptCommercial International BankSultan Hussein BranchAlexandria, Egypt

United KingdomClydesdale Bank Plc50 Lothian RoadEdinburgh EH3 9BY

STOCK EXCHANGESThe Company is listed on the following stock exchanges:Australian Securities Exchange (ASX:CNT);AIM Market of the London Stock Exchange (AIM:CEY); andToronto Stock Exchange (TSX:CEE).The Home Exchange is Perth.

Centamin Egypt Limited Annual Report 2008 3

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Chairman’s Report

Dear ShareholdersOnce again, it is my pleasure to present to you the annual report of the Company for the year ended 30 June 2008.

During the year under review, the Sukari Gold Project (“Sukari” or “the Project”) continued to demonstrate its world class potential with measured & indicated resources increasing by 25% from 6.84 M oz to 8.56 M oz. With the continuation of the programme of infi ll drilling, measured and indicated resources now represent 73% of the current total resource and with considerable areas on the Sukari Hill still to be drilled, we will see this global resource continue to increase as step out drilling progresses into these areas.

Signifi cantly, the drilling programme that is currently being carried out below the proposed pit fl oor has consistently encountered high grade zones. These high grade zones are currently the subject of a formal underground mining study, targeting an initial mining rate of 500,000 tonnes per annum. We are confi dent that this could support a long life operation that would provide considerably higher grade ore feed into the production cycle, in conjunction with the open pit ore. Successful implementation of this underground operation should see the Sukari operation transformed from a medium sized producer to a major low cost producer.

Off the Sukari Hill itself, regional exploration activities have defi ned a gold mineralised system extending the full length of the mining lease, supporting our long held belief that the Sukari area has the potential to be a signifi cant gold fi eld. Any future discoveries within the concession area would presently be within economically transportable distances of the treatment plant and would provide additional sources of production.

The Board’s decision to fully fund the development of the Sukari Project by way of new equity capital rather than the traditional mix of project debt and equity capital has permitted your Company to retain total control over the project’s future cash fl ow and as a consequence future production is currently unhedged. Your Company is in a sound fi nancial position, it has assets which we are adding value to on a daily basis and is positioned to capitalise on potential gold price increases and deliver value to shareholders.

Our only disappointment during the year was that the construction of the treatment plant and associated infrastructure did not progress as scheduled. Reporting to you last year, I stated that commissioning and production from our Sukari project was scheduled for the fourth quarter of 2008. Unfortunately this goal will not be achieved due to the unavailability of key inputs. Many other resource development projects elsewhere in the world have suffered similar delays. We have taken the necessary measures and implemented the necessary strategies to ensure that our

new commissioning and production schedule of the second quarter of 2009 will be met.

Shareholders stand to gain substantially from our “fi rst mover” status in Egypt. Our pioneering experience in an emerging mining environment has put us in good stead to take advantage of new mineral development opportunities that exist in abundance within the Arabian shield.

During the year, we welcomed to the board Mr Trevor Schultz, who has a wealth of experience in the development and operation of mining projects, particularly in Africa, and also Professor Robert Bowker, who has spent many years in the Middle East and North Africa as Australian Ambassador. I am confi dent that both Trevor and Robert will be valuable contributors to the board and management of your company.

Finally, I would like to extend my sincere thanks and appreciation to His Excellency Sameh Fahmy, the Minister of Petroleum and Mineral Resources, for his continued support of your company’s activities in Egypt, my co-directors for their contributions during a very active year, and in particular our Managing Director/CEO, Josef El-Raghy, his management team and all our loyal and dedicated staff.

On behalf of the Board of Directors.

Sami El-RaghyChairman

General Magdy El-Quopasy (Red Sea Governor), His Excellency Sameh Fahmy (Minister of Petroleum and Mineral Resources), Dr Mohamed Abu El-Enen (Head of the Parliamentary Industrial Committee), O’deed Awadallah (local member for Parliament), Dr Hussein Hamouda (Chairman of EMRA) and Josef El-Raghy, during their visit to Sukari in May 2008.


Review of Operations

Centamin Egypt Limited (“Centamin” or “the Company”) is a mineral exploration and development company that has been actively exploring in Egypt since 1995. The Company’s principal asset is its interest in the Sukari Gold Project, located in the Eastern Desert of Egypt. The Sukari Gold Project is at an advanced stage of development, with construction having commenced in quarter two of 2007 and fi rst gold production expected during the second quarter of 2009.

A defi nitive feasibility study (“DFS”) for the development to commercial production of the Sukari Gold Project was completed in February 2007.

A summary of the fi ndings of the DFS were:-

■ that a 4mtpa plant producing on average 200,000 ounces per annum, over 15 years of mining, is economically robust; and

■ total Capital Construction costs are estimated at US$216m with average cash operating costs of US$290/oz (inclusive of 3% royalty) over the 15 year mining period. As at 30 June 2008, the Company was of the opinion that due to increased commodities prices and currency movements since fi nalisation of the DFS, the capital estimate was at risk by 10-15%. Average cash operating costs have also been revalidated as at 30 June 2008 due the higher cost of consumables, and are forecast to be approximately US$365/oz.

The Sukari Gold Project will be the fi rst large-scale modern gold mine to be developed in Egypt. Centamin’s operating experience in Egypt gives it a signifi cant fi rst-mover advantage in acquiring and developing other gold projects in the prospective Arabian-Nubian Shield. The Sukari Mining Licence covers an area of 160 km2 and is for a period of 30 years, with an option to extend this by a further 30 years.

The Sukari Gold Project is hosted by a large, sheeted vein-type and brittle-ductile shear zone hosted gold

deposit developed in a granitoid intrusive complex. Gold mineralisation is hosted exclusively by a granitoid body of granodiorite - tonalite composition referred to as the Sukari Porphyry.

The Sukari Gold Project has been scheduled for open pit mining over an initial 15-year period. During that time, 78 Mt ore @ 1.5 g/t Au is expected to be mined, containing 3.7 Moz gold. A further 374 Mt of waste material is also expected to be mined resulting in a waste-to-ore strip ratio of 4.8:1.

Ore and waste will be mined using conventional open pit mining methods. The operation is planned to utilize selective mining techniques to separate ore and waste. Provision has been made for drilling and blasting all primary and oxide materials. Ore will be hauled to the run of mine pad next to the Processing Plant and either direct tipped to the crusher or stockpiled for future reclaim at the 4 Mtpa Process Plant throughput rate.

Mining will be progressed at an increased rate compared to processing; approximately 5 Mt of ore is expected to be mined and 4 Mt of ore will be processed annually. Operating at an increased mining rate allows the cut-off grade for feed to the Plant (referred to as “cutover” grade) to be increased in the early years of the schedule. This in turn increases the metal output and project revenue in these early years, thus increasing the discounted operating surplus cashfl ow. According to current schedules, the low-grade stockpile produced as a result of applying a cutover grade will be processed after mining has ceased, extending the current operating life of the project for a further six years. As a result, the average milled grade during the mining period is forecast to be 1.87 g/t Au, compared to 0.66 g/t Au for the low-grade stockpile.

Centamin will own and operate its mining fl eet. The production fl eet will be based on 380 t class excavators and 150 t class rigid body trucks. At full production, three production fl eets, each comprising a single excavator and

Modern camp facilities at Sukari during construction


sharing a maximum of 21 trucks, will be required. The capital cost of the initial mining fl eet has been estimated at US$49.3 million. The proposed process route entails:-

■ crushing;■ stockpiling crushed ore;■ grinding;■ fl otation of a (bulk sulphide) concentrate containing the

precious metals;■ thickening of the concentrate;■ fi ne milling of the concentrate;■ leaching the precious metals from the concentrate in a

dilute cyanide solution;■ adsorbing the precious metals onto activated carbon;■ stripping the precious metals from the carbon;■ recovering the precious metals as gold doré; and■ placing the concentrate tailing in the tailings storage

facility.

Tailings from the treatment of weathered oxide ore early in the mining schedule contain too much gold to discard. Hence, the bulk fl otation tail is further treated by:

■ thickening;■ leaching the precious metals into a dilute cyanide

solution;■ adsorbing the precious metals onto activated carbon;■ stripping the precious metals from the carbon;■ recovering the precious metals as gold doré; and■ placing these tailings in the tailings storage facility.

Process water will be drawn from the Red Sea. The seawater will be pumped approximately 25 km to the mine site to satisfy all Process Plant and mining requirements. Most of the seawater will be pumped into a raw water pond located near the Processing Plant, whilst around 500m³/day will be pumped to a Water Treatment Plant for potable and fresh water supplies.

Power will be generated on site by a 28 MW power station, operated on heavy fuel oil. A temporary construction camp was constructed to cater for approximately 700 occupants. The construction camp currently houses approximately 400 occupants, with another 150 occupants being housed in the old exploration camp.

CONSTRUCTION UPDATEThe current schedule shows overall completion at 65% (as at 31 July 2008). Anticipated key completion dates are as follows:

Project Go-Ahead Decision Feb 2007 (Completed)

Kori Kollo Plant Arrives Egypt Q4 2007 (Completed)

28MW Power Station Arrives Q4 2007 (Completed)

Project Finance Q4 2007 (Completed)

Plant site Civil Works Q2 2008 (Completed)

Seawater Pipeline Q4 2008 (Commenced)

Tailings Storage Facility Q4 2008 (Commenced)

Mining Pre-strip Q4 2008

Commissioning and Production Q2 2009

Kori Kollo Process Plant /28MW Isparta Power StationOn 24 October 2007, the Company announced that both the Kori Kollo processing plant and the Isparta power plant had arrived safely at the Egyptian seaport of Alexandria and their cargoes had been discharged. The dismantling of the Kori Kollo processing facility in Bolivia and the Isparta 28MW power plant in Turkey were completed in September 2007, and both sites were closed and signed off. All staff from Bolivia and Turkey have now relocated to Egypt to continue with the reassembly of the plants at Sukari. The Isparta power plant consisted of 24 pieces of break bulk and 56 containers holding more than 900 individual packages. The Kori Kollo processing plant comprised 270 pieces of break bulk and 55 containers.


Trucking of freight to the Sukari site was completed during quarter four of 2007.

The refurbishment programme for the Kori Kollo processing plant is underway with sand blasting and undercoating of equipment progressing under the supervision of the Plant Maintenance Manager. Temporary workshops have been erected to accommodate the refurbishment programme which is progressing well, with component suppliers having visited site and surveyed the equipment and available manuals. Procurement of replacement parts is also progressing well.

Project Engineering and DesignMetPlant Engineering Services Pty Ltd, an Australian-based company have continued with the engineering and design work for the Process Plant. The shortage and turnover of available engineering personnel in Perth has seen engineering and design work fall behind schedule in some areas. The Company has addressed this through sub contracting out some of the smaller packages to other fi rms to ensure that the schedule can be maintained. As such, the piping package was awarded during the second quarter of 2008 to SENET of South Africa.

Site WorksActivities completed and commenced to the end of June 2008 are as follows:-

■ Upgrading of the 8km access road to the Sukari site (completed);

■ Establishment of container and mine lay down and security hut complex facilities (completed);

■ Temporary maintenance, warehousing and fuelling facilities (completed);

■ Bulk earthworks for the plant site (completed);■ Bulk earthworks for the TSF (completed);■ Excavation of crusher and power plant foundations

(completed);■ Crushed ore stockpile reclaim tunnel (completed); and■ Crusher, CIL tanks, power plant etc foundation formwork

(commenced).

A signifi cant amount of rocky outcrops overlaying the plant site area have been removed through the utilisation of the new mining equipment, which has facilitated in the training of owner personnel.

Concreting of foundations for the crusher, CIL tanks, power plant, stockpile reclaim tunnel etc, commenced late in the second quarter of 2008 following arrival and commissioning of the concrete batch plant. Due to the late arrival of the batch plant, insuffi cient concrete was poured during the second quarter of 2008 which has led to the process plant commissioning date slipping to quarter two of 2009.


Tailings Storage Facility (“TSF”)Knight Piesold Pty Ltd has been appointed to carry out the design and construction supervision of the TSF. Design work is complete and construction of the dam commenced in quarter one of 2008 with the bulk earthworks part of the programme involving excavation of the embankment and deliveries of gypsum sand to the site which will be the bedding material for the liner. Bulk earthworks for the TSF have now been completed with overall completion scheduled for quarter four of 2008.

Seawater Supply SystemConstruction of the seawater pipeline commenced during the year with rock breaking and road works of the 25km pipeline schedule for and completed in quarter two of 2008. Installation and welding of the HDPE pipe is approaching completion and pressure testing has commenced with the overall programme scheduled for completion in quarter four of 2008. Work on seawater wells and/or direct intake has also commenced.

The Seawater Supply System will draw in and transport raw seawater, via a staged pumped pipeline, to the Sukari site where it will be processed through a desalination plant for end use as process plant water, mine site dust suppression water and, after secondary processing and treatment, for construction camp drinking water.

MININGCaterpillar, through their Egyptian authorised dealer Mantrac, was selected through a competitive tender as the supplier of haulage trucks, articulated dump trucks, excavators, graders and dozers for the project. The initial mining fl eet suffi cient to commence mining pre-strip work will largely comprise:-

CAT 785C Rear Dump Trucks (5)

CAT 785C Water Truck (1)

O&K RH120E Excavator (1)

CAT D10T Dozers (2)

CAT 14H Grader (1)

CAT 16M Grader (1)

CAT 365 BLME Excavator (1)

CAT 988G Wheel Dozers (2)

H180D Rock Breaker (1)

Atlas Copco has been selected to supply grade control and blast hole drilling equipment. Initial fl eet selection comprises:

ROC F9 Pioneer Drill (1)

L8 MKII Production Drill (1)

L8 MKII RC Rig (1)



The majority of the initial fl eet is on site and already in use for plant site and TSF civil work. Plant site civil works were completed during the fi rst quarter of 2008. Bulk earth works for the TSF were completed during the second quarter of 2008 with a total of 10,962 truck loads for 712,000 bank cubic metre (BCM) being shifted for the embankment. Over the three month exercise to 30 June 2008, there were no safety incidents and all operators of equipment were Egyptian nationals.

Mining pre-strip activity and blasting is scheduled to commence in quarter four of 2008 with completion of magazines during quarter two of 2008 and good progress being made on the remaining permitting for blasting. Further deliveries of mining fl eet are scheduled for the third and fourth quarters of 2008 with no foreseeable problems in delivery times.

UNDERGROUND MINE PLANNINGDuring the year, the Company successfully fi lled the position of Underground Mine Manager. Work has now commenced on several fronts including the following reviews:-

■ Geology of the high grade Amun Deeps;■ Geotechnical;■ Mining method;■ Contract mining v Owner Operator;■ Capital expenditure estimates; and■ Infrastructure preparation.

AMC Consultants Pty Ltd in Perth have been engaged to formally conduct an underground mining study. It is the intention to target an initial underground mining rate of 500,000 tonnes per annum, bringing higher grade ore feed

into production earlier than otherwise would have been the schedule through surface mining.

RESOURCE ESTIMATIONThe last fi nancial year has been another very successful year of resource growth for the Sukari Gold Project, with the Measured and Indicated (“M&I”) resource now estimated to be 177.41Mt @ 1.50g/t Au for 8.56Moz Au plus Inferred resource of 59.6Mt @ 1.7g/t for 3.2Moz (Table 1). The Measured and Indicated resource increased by 1.72Moz (25%) from the September 2007 resource quoted in the last annual report (Figure 1). Measured and Indicated resources account for 73% of the global resource i.e. all categories, an increase of 8% from September 2007. The average grade for the Measured and Indicated resources has gone up 5% from 1.43g/t Au to 1.50g/t Au.

The bulk of the additional ounces were from testing the down dip Hapi and deeper mineralisation zones in the Amun Deeps area from 9900 – 10700N (Figures 2 and 3). The increase in confi dence level of the resources and extension of the high grade Hapi Zone has lead to underground mining studies commencing.

TSF earthworks underway (now complete)

Project location


South of 11312.5N, the planned open pit mining area from the DFS, the Measured and Indicated resource is estimated at 7.83Moz, plus 2.61Moz Inferred resource, equal to 92% of global Measured and Indicated resource, an increase of 1.68Moz or 27% from September 2007. The resources are estimates of recoverable tonnes and grades using Multiple Indicator Kriging (“MIK”) with block support correction. Typically, measured resources lie in areas where drilling is available at a nominal 25 x 25 metre spacing, indicated resources occur in areas drilled at approximately

25 x 50 metre spacing and inferred resources exist in areas of broader spaced drilling. The resource model extends from 9700mN to 12200mN and to an approximate depth of 350mRL (approximately a maximum depth of 950 metres below the crest of the Sukari hill) and is based on all assay data available at 30 June 2008. The resource dataset comprises of 137,026 two metre down hole composites and surface rock chip samples; compared to 110,239 composites in September 2007.

Figure 1 – Sukari resource growth graph from April 1997 to July 2008

Table 1 - Total Resource (July 2008)

Measured Indicated Total Measured + Indicated Inferred

Cut-off Tonnes Grade Tonnes Grade Tonnes Grade Gold Tonnes Grade Gold

g/t Au (Mt) (g/t Au) (Mt) (g/t Au) (Mt) (g/t Au) (Moz) (Mt) (g/t Au) (Moz)

0.5 66.37 1.46 111.04 1.52 177.41 1.50 8.56 59.6 1.7 3.2

0.7 47.94 1.79 81.10 1.87 129.04 1.84 7.64 43.1 2.1 2.9

1 31.23 2.31 53.84 2.39 85.07 2.36 6.45 29.0 2.7 2.5


12.0

10.0

8.0

6.0

4.0

2.0

0.0

InferredMeasure & IndicatedProven & Probable

Apr 9

7

Sep

00

Jan

01

Jul 0

1

Jan

02

Jul 0

2

Feb

03

Mar

03

Dec 0

5

Apr 0

6

Jul 0

6

Nov 0

6

Feb

07

May

07

Aug 0

7

Sep

07

Dec 0

7

Mar

08

Jul 0

8

Au O

unce

s (M

oz)

0.6

0.7

0.7

0.8

0.8

0.9

0.8

1.0

0.8

1.2

1.2

1.5

1.3

1.7

1.4

3.1

2.2

3.6

2.5

4.3

3.1

4.6

2.8

1.7

2.9

2.4

3.3

2.8

3.6

3.1

3.7 3.7 3.7 3.7

3.7

3.8

3.7

3.5

4.4

3.7

3.2

4.9

3.7


Figure 2 – Resource Growth in the southern part of Sukari; Amun Deeps porphyry block – Section 10050N

Figure 3 – Resource Growth central Amun Deeps Zone – Section 10350N



Resource Defi nition Drilling ResultsThe drilling programme during the year continued to concentrate in the Amun Deeps area, testing down dip extensions of the Hapi and deeper, sub-parallel mineralisation zones at depth (Figure 4). This resulted in added and upgraded resource ounces down dip of the previous geological data (Figures 2 & 3), infi lling


Figure 4 – Drilling and Resource distribution for the 2007-2008 Financial Year, Sukari Gold Mine

resource block and geological data gaps at and beneath the pit margins, increasing the understanding of the mineralisation trends and identifying new areas of mineralisation, such as the “downthrust” zone (Figure 6). Signifi cant ounces would have been added to the in-pit mineral reserve, which is currently being optimised by the Mining Department.


Towards the end of the fi nancial year, drilling re-started in the Pharaoh Zone north of 11200N, targeting the continuation of the high grade, up-dip part of the Hapi Zone and parallel structures, as well as higher up, west dipping mineralised structures. Several strong zones were also intersected (Table 5).

Planned drilling during the next six months will continue with fi ve contractor and three PGM diamond drill (“DD”) rigs testing (Figures 4 and 5):-

■ the Hapi Zone and other gold mineralisation zones in the porphyry north of 11200N in the Pharaoh Zone;

■ down dip and along strike extensions of the Hapi and deeper, sub-parallel mineralisation zones at depth in the Amun Deeps programme;

■ the Hapi Zone in the Main porphyry with infi ll holes to increase confi dence in the estimation of grade and tonnes for underground mining studies; and

■ geological extensions of the main porphyry block down dip to the west of Amun Deeps, in the newly defi ned “down thrust” porphyry extension.


Figure 5 – Schematic Long Section of the Sukari orebody

Amun Deeps (9900 – 10700N)Drilling was largely focussed on the Amun Deeps programme during the year, testing over 800m in strike length north of 9900N, with many holes intersecting signifi cant gold mineralisation (Table 5). Higher grade zones generally occur at the contact areas of the hangingwall sedimentary/volcanic package and the porphyry, at the upper contact Hapi Zone, and at the basal west dipping, shear zone contact of the Amun Deeps porphyry block and footwall sediments (Figure 6).

These higher grade zones are invariably characterised by one or all of a) fi ne fl ecks of visible gold (“VG”) in massive milky quartz veins, b) zones of intense “crackle” sulphide – quartz brecciation, c) strongly disrupted geological contacts and d) areas of higher intensity arsenopyrite and pyrite mineralisation (Figure 10). Infi ll and geotechnical drilling was also completed in the Amun Zone to test ground conditions and raise the confi dence levels in the up-dip parts of the Hapi Zone for the potential underground mining development.



Figure 6 - Schematic Cross Section across the Amun Deeps Zone, showing main structural features, some drilling and assay intersections


Figure 7 – Geological Section 10550N and hole D1280 thick, high grade mineralisation


Hole D1366 on 10325N tested the probable down thrust location of the fault blocked main porphyry unit, beneath the interpreted west dipping (30 – 40o) footwall thrust contact (Figure 6). It intersected a highly mineralised quartz vein/shear with abundant VG which returned 10m @ 45.94g/t Au from 511m (including 2m @ 227.70g/t), in fragments of porphyry within dacitic volcanics, then a 40m thick strongly altered block of porphyry, also with a strongly sulphidic, brecciated upper contact and quartz veining (39m @ 1.76g/t Au from 591m), about 90m down the west dipping shear zone from the Amun Deeps porphyry block. Drilling will continue to test the continuity of this zone, additional porphyry blocks and mineralisation extensions.

An extremely high grade gold intersection was returned at 10550N in hole D1280, which intersected spectacular VG and galena in a massive quartz vein (Figure 7) within highly mineralised porphyry, assaying 35m @ 164.09g/t Au from 550m (including 1m @ 5,420g/t Au from 558m) (Figure 8). This high grade zone is deeper than the Hapi, and correlates to 6m @ 15.21g/t Au in hole RCD521 from 542m and 22m @ 21.83g/t Au from 549m in hole RCD1221; drilled previously 25m to the south. It added signifi cant resource ounces in the northern part of the Amun Deeps area (Figure 9).


Figure 8 – D1280 558 – 559m; massive milky quartz vein, gold and galena veinlets, a zone beneath Hapi Zone

Figure 9 – Resource Growth in the northern part of Amun Deeps – Section 10550N and high grade in hole D1280

Hole D1333 on 10175N (Figure 11) intersected a thick sequence of the Amun Deeps porphyry, including two main high grade zones, very similar to D1328 on 10125N; showing the continuity of mineralisation along strike. The Hapi zone was intersected around 330 – 340m (46m @ 1.65g/t Au from 326m), with visible gold noted in a strongly sulphidised quartz vein zone at 335m. A very high grade looking footwall zone of massive milky quartz vein sheared up with footwall rocks and sulphidic porphyry with abundant fi ne specks of VG returned 14m @ 32.59g/t Au, including two +100g/t 1m

assays (Table 5). Hole D1339 was drilled down dip on the same section, also intersecting strong mineralisation in the Hapi Zone (Figure 11; Table 5).

The Hapi Zone at the hangingwall contact in D1351 on 10250N returned an extremely high grade of 1.6m @ 85.88g/t Au from 338m, inside a thicker, highly mineralised zone of 34.4m @ 6.00g/t Au from 336.6m. Coarse VG was logged, and the brecciated, sulphidic quartz veining in this zone (Figure 10) is typical of many holes in the Hapi Zone in the Amun Deeps porphyry block.



Figure 11 – Schematic Geological Section 10175N – Holes D1333 and D1339

Figure 10- Strongly mineralised Hapi Zone at HW contact D1351, 10250N and visible gold in the brecciated, sulphidic quartz – 1.6m @ 85.88g/t Au from 338m



Ra – Gazelle Zone – 10700N – 11200NFew resource infi ll holes were drilled in the Ra-Gazelle zone during the year, with D1251 on 11050N returning strong mineralisation in the Hapi and some deeper zones, such as 18m @ 3.30g/t from 661m. D1281 on 11150N intersected some very high grades around the predicted Hapi Zone area,


within a massive zone of 123m @ 1.86g/t Au (Figure 12). D1240 on section 11200N intersected several high grade zones, particularly the near footwall contact up-dip part of the Hapi zone of 58m @ 4.32g/t Au from 462m. This zone was the target of subsequent drilling into the Pharaoh zone near the end of the fi nancial year.

Figure 12 – Geological Section 11150N, high grade thick zone in D1281, up dip footwall contact part of the Hapi Zone



Figure 13 – Geological Section 11275N – Pharaoh Zone; high grade up-dip Hapi Zone in D1364, footwall geometry

Pharaoh Zone 11200 – 12100NDrilling in the Pharaoh zone resumed late in the year once rigs were available from the Amun Deeps program, targeting infi ll and along strike extension of the up dip, high grade Hapi Zone mineralisation intersected further south in the Ra Zone drilled as described above, and north on 11275N (RCD574).

Drilling of hole D1344 on 11225N intersected the targeted zone from 466m in strongly silica-sericite-kaolin altered

haematitic porphyry, with patchy, moderate to strong sulphide development and brecciation. Visible gold was noted at 478m downhole in the 8m thick strongly silicifi ed and veined porphyry near the footwall contact; the intersection returned 46m @ 6.39g/t Au, including 3m @ 41.68g/t Au from 477m in the VG location (Table 5). Hole D1364, collared 50m north on 11275N also intersected the same high grade zone and returned 81m @ 4.07g/t Au from 473m (Figure 13).


Several other holes (D1368, D1369, D1370) were completed late in the second quarter of 2008 that showed strong mineralisation in the targeted areas. Drilling will continue during the coming quarters, targeting these mineralisation zones heading north along the drill tracks available in the Pharaoh Zone.

Drilling in the far north of the hill around 11950 - 12100N confi rmed the presence of surface mineralisation and the west dipping Cleopatra shear zone and quartz vein mineralisation intersected previously in hole RCD620, with holes D1203 and 1205 (Table 5) intersecting thick zones from surface. Holes D1343 and D1353 further


north on 12100N intersected quartz veining, sericitic and sulphide alteration in silicifi ed and feldspar altered porphyry (Figure 14).

Recently, hole D1367 on 12050N returned a very encouraging high grade intersection of 11m @ 5.52g/t Au from 261m, and is still open at depth and along strike in all directions. Drilling also continues in this area where newly created tracks provide access for the smaller PGM rigs to test this and other zones at the footwall contact of the porphyry body. North of 11300N the Measured and Indicated resource is estimated at 725,000oz, plus 587,000oz of Inferred resource.

Figure 14 – Schematic Section 12100N – West Dipping Cleopatra Zone, far north Pharaoh Zone



REGIONAL EXPLORATIONExtensive regional exploration work was carried out during the year on the 160km2 exploitation licence surrounding the Sukari Gold Mine. Mapping and sampling is following the broad NNE – SSW - SSE curvilinear corridor along the major Najd Fault regional structure, from Sukari North, Sukari, Sami South, down to Kurdeman (Figure 15). The aim is to produce a comprehensive geological, geochemical, structural and alteration map for the full exploitation licence area,

Figure 15 – Regional Sampling and Mapping, Sukari Concession

generating targets for more detailed work. Interpretation of satellite imagery will continue to be used to focus efforts in areas of more favourable geology.

Several prospects were drilled following up anomalous rock chip geochemistry, alteration and structural geology. One hole, SRC004, 900m north of the hill at the Student prospect, returned 2m @ 9.78g/t Au from 31m, relating to a milky quartz vein in a strong shear zone, with ancient diggings on it.

Results for 711 out the 1,217 samples collected so far have been returned, with several highly encouraging gold anomalous results (Figure 15; Table 2), generally related to quartz veins, shearing and zones of stronger alteration, typically listvenitic silica-ankerite, in felsic volcanic and sedimentary, gabbro-dioritic intrusive and serpentinitic ultramafi c rocks. Most of the elevated Au grades are associated with relic pyrite mineralisation. Geochemically, there is a moderate to strong positive correlation between gold and arsenic and silver, with weak association with copper. Follow up work is continuing.


Table 2 – Regional Geochemical Rock chip samples – Anomalous Au Assays (>0.5ppm Au)

SAMPLE UTM_N UTM_E Rock Type Au_Ar1_ppm

281791 2762000 673960 Mafi c Volcanic 0.837

299673 2763355 675517 VQ 0.547

299686 2763230 674400 Listvenite - silica-carb altered 3.97

301478 2763740 674176 VQ 2.34

308237 2765611 677280 VQ 1.3

308285 2765629 675008 Listvenite - silica-carb altered 13.3

309747 2765762 675498 VQ 6

309792 2766058 677950 VQ 0.826

313579 2765060 677440 VQ 1.75

314543 2763601 676762 VQ 0.636

Mapping and regional sample traversing discovered a hitherto unknown group of ancient diggings on some NE trending, moderate SE and S dipping milky quartz veins in altered and sheared felsic to intermediate granodiorite composition rocks (Figure 15). The workings at Sukari North B are 3.5km NE of Sukari Hill, the geological setting is similar to Sukari North Prospect, about 1km to the north.

Assay results were encouraging; with several +1ppm Au values returned from the quartz veining, adjacent shear zones and altered rocks. Gold anomalism is generally related to north east trending shear zones and carbonate-silica hydrothermal alteration, with weathered pyrite relic textures evident. Follow up work is ongoing. Several other shear zones with evidence of historical diggings have been seen in the mapping and sampling areas and will be followed up by more detailed work.

Kurdeman ProspectExtensive mapping and rock chip sampling was completed at the Kurdeman Prospect during the year, which is the site of historical ancient and British colonial mining and diggings (Figure 15). 21 Reverse circulation (“RC”) holes were drilled for 3,178m, targeting the high gold grade quartz vein – shear zone striking north-south for over 500m, and associated adjacent shearing, alteration and anomalous Au rock chip values. Several holes returned high Au grades, confi rming the geochemistry and structural interpretation (Table 3). The high grade gold mineralisation intersected is associated with smoky grey quartz veins and sulphides, hosted in felsic to intermediate volcanic and intrusive rocks.

Table 3 – High Grade Au Intersections, Kurdeman Prospect

HOLE UTM N UTM E DIP AZI EOH FROM TO INTERVAL Au ppm

KRC002 2752141 671189 -60 270 150m 27 36 9 9.29incl. 32 34 2 32.20

145 146 1 14.00

KRC005 2751991 671194 -60 270 150m 18 21 3 4.56incl. 19 20 1 8.54

26 28 2 11.92incl. 27 28 1 20.40

KRC007 2752145 671212 -60 270 150m 111 128 17 3.81incl. 111 112 1 9.72incl. 118 120 2 22.39

KRC011 2751685 671180 -60 270 150m 77 85 8 7.76incl. 78 83 5 11.44

KRC013 2752341 671102 -60 40 150m 54 55 1 2.50

KRC014 2752307 671116 -60 40 150m 89 91 2 26.59

KRC015 2752267 671139 -60 40 150m 116 118 2 34.69

KRC018 2752175 671197 -60 270 150m 52 56 4 3.25incl. 52 53 1 8.13




Sukari North ProspectEleven holes for 1,500m were also completed at the Sukari North Prospect (Figure 15), aimed at testing the main felsic intrusive unit in the area of the workings and gold anomalous rock chip samples and the dominant moderate east to south east mineralised structural trends. Several zones of weak to moderate gold anomalism were detected (Table 4), associated mainly with zones of strong ankeritic alteration and quartz veining in the felsic intrusive unit, and at contacts to the surrounding sediments and mafi c volcanic rocks. More regional mapping and sampling through the area is being completed to identify extensions to the mineralisation.

Table 4 – Signifi cant RC assays, Sukari North (>0.1g/t Au)

HOLE NORTH EAST DIP AZI EOH FROM TO INTERVAL Au ppm

SNRC007 2765261 676731 -60 290 30m 2 5 3 1.18

SNRC007A 2765227 676740 -60 290 150m 11 15 4 1.1885 86 1 3.35

SNRC008 2765259 676771 -60 290 150m 21 27 6 0.56incl. 25 26 1 1.34

Table 5 – Signifi cant Assay Intersections, Sukari Resource Defi nition and regional drilling for the year ended 30 June 2008


D308 10275 10600 -70 270 836 617 631 14 4.86incl. 619 620 1 46.60incl. 623 624 1 10.10

RCD714 11225 10957 -90 0 296.8 208 217 9 7.50incl. 209 211 2 28.70

RCD756 11425 10620 -90 0 877.5 791 849 58 3.76incl. 809 816 7 7.05incl. 820 825 5 14.84

RCD1125 10300 10700 -86 270 590.6 340 389 49 1.86incl. 348 349 1 30.00

RCD1173 10000 10675 -77 270 571 384 410 26 3.59incl. 384 385 1 27.30incl. 405 406 1 35.70

431 464 33 2.37incl. 432 433 1 8.75incl. 438 439 1 9.32incl. 445 447 2 6.27incl. 454 455 1 6.47

RCD1174 10100 10665 -85 270 579 371 475 104 1.59incl. 386 388 2 8.13

D1179 11850 10825 -40 270 265.15 0 15 15 4.19incl. 6 8 2 15.30incl. 12 13 1 6.96

RCD1186 10400 10749 -85 270 639.5 341 377 36 1.91incl. 341 342 1 5.32incl. 358 359 1 5.87incl. 371 372 1 6.30incl. 374 375 1 16.10

449 455 14 3.32

RCD1187 10450 10750 -70 270 452.7 299 350 51 4.45incl. 304 305 1 36.00incl. 322 331 9 15.51

383 397 14 4.44incl. 383 384 1 43.50



RCD1189 10050 10560 -87 270 485.6 219 239 20 2.46incl. 234 237 3 6.45

D1203 11950 10820 -45 270 248.72 0 148 148 1.33incl. 55 56 1 5.93incl. 62 66 4 5.25incl. 90 91 1 6.43

D1205 12000 10823 -45 270 165.12 48 160 112 1.30incl. 60 61 1 9.94incl. 75 76 1 5.95incl. 85 86 1 12.70incl. 99 100 1 13.60incl. 109 110 1 6.15

D1209 11800 10806 -60 270 598.6 465 490 25 2.33incl. 465 466 1 15.30incl. 473 474 1 11.20incl. 485 487 2 7.26

RCD1213 10500 10500 -75 270 289 108 136 28 2.56incl. 123 126 3 10.75

166 192 26 4.28incl. 170 171 1 13.7incl. 174 177 3 20.97

RCD1221 10525 10800 -85 270 666.2 455 481 26 3.07incl. 463 472 9 6.35

549 571 22 21.83incl. 559 567 8 58.58

RCD1224 10175 10665 -87 270 556.5 284 286 2 76.74338 348.3 10.3 36.09

incl. 343 345 2 176.45RCD1225 10125 10662 -88 270 586.7 366 449 83 1.95

incl. 373 374 1 5.62incl. 380 383 3 15.83incl. 435 437 2 5.75incl. 447 448 1 8.68

RCD1228 10275 10700 -73 270 467.1 298 359 61 4.35incl. 324 326 2 103.20

434 438 4 36.62incl. 437 438 1 101.00

D1240 11200 10700 -77 270 652.2 462 520 58 4.32incl. 472 474 2 36.63incl. 479 481 2 7.75incl. 488 489 1 20.70incl. 501 507 6 6.83incl. 511 513 2 5.49incl. 518 519 1 9.31

593 636 43 5.01incl. 628 629 1 24.80incl. 632 634 2 79.51

D1251 11050 10716 -82 270 771.3 283 342 59 1.43incl. 334 335 1 9.06

348 393 45 1.22incl. 378 381 3 8.06

661 679 18 3.30

RCD1263 10050 10625 -87 270 540.4 283 348 65 3.96incl. 287 291 4 5.58incl. 298 299 1 12.00incl. 347 348 1 147.00




RCD1264 10600 10833 -78 270 668.1 277 307 30 2.69incl. 294 297 3 9.66

D1271 10425 10700 -77 270 481.8 297 339 42 2.75incl. 311 314 3 9.52incl. 317 319 2 7.58incl. 328 329 1 11.70

RCD1279 10650 10818 -78 270 729 629 631 2 59.77incl. 629 630 1 113.00

D1280 10550 10843 -82 270 726.7 469 517 46 2.21incl. 471 473 2 6.47incl. 477 478 1 5.71incl. 500 501 1 11.30incl. 513 516 3 5.74

550 585 35 164.09incl. 558 559 1 5,420.00incl. 576 578 2 49.65


664 670 6 16.09

D1282 10075 10646.28 -88 270 560.3 368 438 70 1.47incl. 379 380 1 35.30

D1284 10350 10753 -85 270 587.0 363 374 11 2.98incl. 365 366 1 6.71incl. 368 369 1 6.72

427 462 35 1.58incl. 429 430 1 6.55incl. 435 436 1 9.09

D1295 10475 10515 -83 270 342.8 159 175 16 3.44incl. 162 163 1 9.34incl. 168 169 1 6.02incl. 170 171 1 23.90

214 287 73 1.12incl. 252 253 1 5.94

D1297 10412 10565 -72 255 295.5 245 265 20 3.20incl. 246 247 1 7.51incl. 264 265 1 35.20

D1298 10325 10700 -74 270 758.1 421 440 19 3.73incl. 426 427 1 9.27incl. 439 440 1 44.40

537 540 3 10.59incl. 538 539 1 28.50

632 633 1 87.90

D1301 10375 10700 -78 270 636.9 306 337 31 2.84incl. 309 311 2 9.35incl. 323 326 3 7.49incl. 333 334 1 14.00

404 455 51 2.04incl. 419 420 1 30.60incl. 453 455 2 11.76






D1306 10025N 10612 -87 270 555.6 390 476 86 1.91incl. 401 403 2 18.55incl. 417 420 3 5.19incl. 468 469 1 8.91

D1307 10400 10845 -80 270 469.2 422 441 19 5.31incl. 422 424 2 9.27incl. 429 430 1 63.50

D1308 9950N 10645 -80 270 535.4 419 430 11 12.90incl. 420 421 1 119.00

D1328 10125N 10660 -76 270 654.4 292 311 19 8.03incl. 296 303 7 20.58

317 389 72 2.36incl. 335 339 4 9.25incl. 351 352 1 5.06incl. 381 382 1 5.29

D1333 10175 10662 -77 270 761.4 450 461 11 7.19incl. 460 461 1 38.40

478 492 14 32.59incl. 478 479 1 128.00incl. 489 490 1 117.00

D1338 10275 10800 -77 270 602.6 413 447 34 2.20incl. 414 417 3 6.88

495 518 23 7.76

D1339 10175 10700 -80 270 659.3 362 399 37 3.29incl. 374 377 3 6.94incl. 387 394 7 7.27

D1344 11225 10805 -60 270 595.6 466 512 46 6.39incl. 473 474 1 17.00incl. 477 480 3 41.68incl. 485 487 2 16.00


445 499 54 1.64incl. 493 497 4 9.62

D1347 10375 10795 -80 270 643 407 431 24 2.74incl. 422 427 5 5.69

487 495 7 8.42incl. 492 493 1 20.80

D1351 10250 10678 -85 270 638.7 336.6 370 34.4 6.00incl. 338 339.6 1.6 85.88

D1355 11250 11870 -55 270 734 314 326 12 3.91incl. 319 320 1 36.10

575 652 77 4.90incl. 582 583 1 288.00incl. 612 613 1 12.20




D1359 11275 10745 -80 270 268.5 234 256 22 2.54incl. 235 237 2 11.80



511 521 10 45.94incl. 511 513 2 227.70

591 630 39 1.76

D1367 12050 10795 -48 270 275.22 261 272 11 5.52incl. 261 262 1 15.30

D1368 11325 10644 -85 270 608.5 556 582 26 4.57incl. 571 575 4 13.44

D1374 10575 10645 -70 270 417.4 230 250 20 3.11incl. 246 247 1 11.40

259 380 121 2.07incl. 268 269 1 17.00incl. 271 272 1 5.13incl. 282 283 1 5.02incl. 299 300 1 22.60incl. 335 336 1 38.80incl. 356 357 1 5.06incl. 372 373 1 5.17

REGIONAL EXPLORATIONKRC002 2752141 671189 -60 270 150 27 36 9 9.29

incl. 32 34 2 32.20145 146 1 14.00

KRC005 2751991 671194 -60 270 150 18 21 3 4.56incl. 19 20 1 8.54

26 28 2 11.92incl. 27 28 1 20.40

KRC007 2752145 671212 -60 270 150.0 111 128 17 3.81incl. 111 112 1 9.72incl. 118 120 2 22.39

KRC011 2751685 671180 -60 270 150.0 77 85 8 7.76incl. 78 83 5 11.44

KRC012 2751638 671166 -60 270 150.0 58 60 2 1.43

KRC014 2752307 671116 -60 40 150.0 89 91 2 26.59

KRC015 2752267 671139 -60 40 150.0 116 118 2 34.69

KRC018 2752175 671197 -60 270 150.0 52 56 4 3.25incl. 52 53 1 8.13

SRC004 12827 10914 -60 150 180 31 33 2 9.78

SNRC007 2765261 676731 -60 290 30.0 2 5 3 1.18

SNRC007A 2765227 676740 -60 290 150.0 11 15 4 1.1885 86 1 3.35


AUSTRALIAN PROJECTS

Nelson’s FleetThe Company is entitled to a royalty over the Nelson’s Fleet gold project near St Ives, Western Australia, from the St Ives Gold Mining Co Pty Ltd, a subsidiary of Gold Fields Ltd. The Company has not been informed of any mining of the tenement to date.

Information in this report which relates to exploration, geology, sampling and drilling is based on information compiled by geologist Mr R Osman who is a full time employee of the Company, and is a member of the Australasian Institute of Mining and Metallurgy with more than fi ve years experience in the fi elds of activity being reported on, and is a ‘Competent Person’ for this purpose and is a “Qualifi ed Person” as defi ned in “National Instrument 43-101 of the Canadian Securities Administrators”. His written consent has been received by the Company for this information to be included in this report in the form and context which it appears. The assay samples were analysed by Ultra Trace Pty Ltd, Canning Vale, Western Australia.

The information in this report that relates to mineral resources is based on work completed by Mr Nicolas Johnson, who is a Member of the Australian Institute of Geoscientists. Mr Johnson is a full time employee of Hellman and Schofi eld Pty Ltd and has suffi cient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a “Competent Person” as defi ned in the 2004 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" and is a “Qualifi ed Person” as defi ned in “National Instrument 43-101 of the Canadian Securities Administrators”. Mr Johnson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Refer to the Technical Report which was fi led in March 2007 on SEDAR at www.sedar.com for further discussion of the extent to which the estimate of mineral resources/reserves may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.


CORPORATE ACTIVITIESOn 12 October 2007, the Company announced that it had appointed Ambrian Partners Limited as its nominated adviser, and Ambrian Partners Limited and Westwind Partners (UK) Limited (now Thomas Weisel Partners) as joint brokers.

On 01 November 2007, the Company announced that it had entered into an agreement with Westwind Partners Inc as lead underwriter on behalf of a syndicate of underwriters to purchase, on a bought deal placement basis, up to 112,000,000 special warrants of the Company at a price of C$1.20 per special warrant, for aggregate gross proceeds of C$134,400,000.

Following the Company’s AGM on 23 November 2007, the Company announced that it had closed the offering of special warrants, and an aggregate of 112,000,000 special warrants were issued and sold at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000, which included the exercise in full by the Underwriters of the Underwriters’ option. As a result of this raising the Company is debt free, unhedged and able to aggressively pursue further exploration and the underground development of the newly discovered high grade Amun Deeps.

The short form prospectus for the special warrants offering dated 18 December 2007 was lodged with the Ontario Securities Commission on 19 December 2007. On 24 December 2007, the special warrants automatically converted to fully paid ordinary shares and the fully paid ordinary shares were delivered on 28 December 2007.

The Company called a General Meeting of Shareholders on 10 January 2008 to ask shareholders to approve the allotment and issue of broker warrants (a total of 5,600,000) to the Underwriters of the Special Warrants capital raising.

In May 2008, Minister Sameh Fahmy and members of Parliament revisited the Sukari site, resulting in positive media coverage and increased public interest in the Project.

Mr Trevor Stanley Schultz was appointed to the Board on 20 May 2008.

Professor Graeme Robert Tangye Bowker was appointed to the Board on 21 July 2008.

Mr Mark Di Silvio was appointed as Chief Financial Offi cer on 25 July 2008.


The Directors of Centamin Egypt Limited submit herewith the annual fi nancial report of the Company for the fi nancial year ended 30 June 2008. In order for the Company to comply with the provisions of the Corporations Act 2001, the Directors’ Report is as follows:-

DIRECTORSThe names and particulars of the directors of the Company during or since the end of the fi nancial year are:-

Mr Sami El-Raghy B.Sc. (Hons), FAusIMM, FSEGExecutive Chairman, age 67Director since 29 April 1993

A graduate of Alexandria University in 1962, Mr El-Raghy worked in Egypt and Europe before moving to Australia in 1968 and joining American Smelting and Refi ning Company (Asarco). He was instrumental in the discovery and development of a number of gold mines, including the Wiluna Gold Mine for Asarco and the Mt Wilkinson Gold mine for Chevron Exploration. Mr El-Raghy recognised the potential of the Marymia Dome and the Barwidgee Yandal Belt long before these areas became the most sought after mining areas in Australia. Mr El-Raghy brings to the board over 40 years experience in the industry, both in Australia and overseas.

Mr Josef El-Raghy B.CommManaging Director / CEO, age 37Director since 26 August 2002

Josef El-Raghy holds a Bachelor of Commerce Degree from the University of Western Australia and had a ten year career in stock broking. He was formerly a director of both CIBC Wood Gundy and Paterson Ord Minnett. His expertise in international capital markets has greatly assisted the Company in its fundraising and development activities. Mr El-Raghy was also a director of ISIS Resources Plc (now Verona Pharma Plc) from 24 February 2005 to 18 September 2006.

Mr Trevor Schultz M.A (ECON), M.Sc (Min Eng)Executive Director of Operations, age 66Director since 20 May 2008

Mr Schultz has a Masters Degree in Economics from Cambridge University, a Masters of Science Degree in Mining from the Witwatersrand University and completed the Advanced Management Program at Harvard University. With more than 40 years experience at the executive management and board level with leading international mining companies, including BHP, RTZ/CRA, Pegasus Gold and Ashanti Goldfi elds, Trevor was most recently the President and CEO of Guinor Gold Corporation. His roles have included development of several new mining operations in Africa, South America and the U.S.A., negotiations with various governments and their agencies and project fi nancing and

Directors’ Report

capital raisings. Mr Schultz is currently a director of Pacifi c Road Capital Management. From April 2003 until December 2005, Mr Schultz was a director of Guinor Gold Corporation, from December 2003 to June 2006 was a director of Southern Era Pty Ltd and from October 1996 to December 2003 was a director of Ashanti Goldfi elds Pty Ltd.

Mr Colin Cowden FAII, ASA, ACIS, ACIM, FNIBA, CDNon Executive Director, age 64Chairman Audit CommitteeMember Remuneration CommitteeDirector since 08 March 1982

Colin Cowden is the Executive Chairman of Cowden Limited, a licensed insurance broking company formed in 1972. Cowden Limited is a prominent broking fi rm in Western Australia with branch offi ces in Sydney, Melbourne and Adelaide. Mr Cowden is a qualifi ed accountant and Chartered Secretary, and is a Fellow of the Australian Insurance Institute. Mr Cowden has been a director of Wentworth Holdings Limited since 26 October 2005, and from 27 November 1998 until 27 October 2005, was a director of OAMPS Limited.

Mr G. Brian Speechly FAusIMMNon Executive Director, age 75Director since 15 August 2000

Brian Speechly is a Fellow of the Australasian Institute of Mining and Metallurgy with over 50 years experience in the mining industry. During his career, Mr Speechly has been involved in over 320 mining projects and is recognised in Australia and overseas as an expert in both underground and open pit mining and design. He is particularly noted for his innovative and low cost approaches to mining issues. Mr Speechly has been a director of Dynasty Metals & Mining Inc since 28 April 2004.

Dr Thomas G. Elder PhD, FIMM, FGSNon Executive Director, age 69Chairman Remuneration CommitteeMember Compliance/Corporate Governance CommitteeDirector since 08 May 2002

Dr Elder is a geology graduate of Durham University and post-graduate NATO Scholar at the University of Oslo. His extensive background in mineral exploration was gained with major companies including BP and Rio Tinto. Dr Elder ran exploration programmes in the UK, Spain, Italy, Portugal and Greenland for Cominco, prior to his appointment as worldwide Exploration Manager for BP Minerals in 1983. Following the take-over by Rio Tinto in 1989, he had special responsibility for project development in the Former Soviet Union. Dr Elder has been a non-executive director of Angus & Ross since 12 January 2006 and, having held the position of President from 04 October 1998 to 30 September 2007, is now a non-executive director of Mano River Resources Inc.


Mr H. Stuart BottomleyNon Executive Director, age 63Member Audit CommitteeChairman Compliance/Corporate Governance CommitteeDirector since 26 September 2005

Stuart Bottomley worked as a portfolio manager for over twenty years, fi rstly with the “Target Group” of trusts and subsequently with Fidelity International. For the last 16 years, he has acted as a consultant to a number of private and public companies with a growing emphasis on the mining industry. Mr Bottomley has also been a director of Verona Pharma Plc since 24 February 2005, African Consolidated Resources Plc since 27 May 2005 and Starfi eld Resources Inc since 01 February 2007.

Professor G. Robert Bowker PhDNon Executive Director, age 58Member Remuneration CommitteeMember Audit CommitteeMember Compliance/Corporate Governance CommitteeDirector since 21 July 2008

Professor Bowker retired from the Australian Foreign Service in June 2008 after a 37 year career specialising in Middle East issues. He was Australian Ambassador to Egypt (2005 to 2008) and Jordan (1989 to 1992), in addition to postings in Syria (1979 to 1981) and Saudi Arabia (1974 to 1976). Professor Bowker was accredited from Cairo as a non-resident ambassador to Libya, Sudan, Syria and Tunisia. Professor Bowker has a PhD from the Centre for Arab and Islamic Studies, Australian National University 2001, an MA from the Centre for Middle East and Central Asian Studies, Australian National University 1995, a BA (Hons) Indonesian and Malayan Studies and Political Science, Melbourne University 1970 and completed an RAF Arabic course, Beaconsfi eld, UK 1988.

MANAGEMENTMrs Heidi Brown GCertAppFin (Finsia)Company Secretary

Mrs Brown has over ten years experience in the fi nance and securities industries and has completed the Chartered Secretaries Australia Graduate Diploma of Corporate Governance. Mrs Brown also holds a Graduate Certifi cate of Applied Finance and Investment and a Diploma of Financial Advising through the Financial Services Institute of Australasia (Finsia).

Mr Mark Smith B.Bus. (Accy), CPA, MAICDChief Financial Offi cer

Mr Smith has a Bachelor of Business undergraduate degree, with a major in Accountancy, obtained from the Queensland University of Technology and is a Certifi ed Practicing Accountant with 17 years post-graduate experience across

Directors’ Report

a wide variety of industries. He has held senior fi nancial positions with a number of Australian publicly listed companies in the resources sector, most recently as the CFO for Grange Resources Limited and prior to that as Finance Manager for Red Back Mining Inc’s Chirano Gold Project in Ghana. Mr Smith has considerable experience in project fi nancing, establishing accounting systems and controls for project development and operations reporting. Mr Smith resigned from the Company on 07 August 2008.

Mr Mark Di Silvio B.Bus, MBA, CPAChief Financial Offi cer

Mr Di Silvio holds a Bachelor of Business from Curtin University in Western Australia and completed a Master of Business and Administration at the University of Western Australia. A Certifi ed Practicing Accountant with over 17 years post graduate experience in the resources sector, Mr Di Silvio commenced his career with a variety of fi nance based roles within the gold mining sector whilst based in Kalgoorlie, Western Australia. Mr Di Silvio joined oil and gas independent Woodside Energy Limited in 1998, gaining oilfi eld experience through the fi nancial management of joint ventures and the development of accounting and compliance management systems. Prior to leaving Woodside in 2007, Mr Di Silvio was responsible for the fi nancial management of Woodside’s Mauritanian oilfi eld assets. Most recently, Mr Di Silvio was CFO for Central Petroleum Limited, a junior oil & gas exploration company based in Perth, Western Australia. Mr Di Silvio was appointed on 25 July 2008.

Mr Robert SinclairSukari Project Development Manager

Mr Sinclair has over 40 years experience in engineering and construction on projects in mining and chemical industries. These projects are located in the US, Australia, Canada, Asia and Africa and range in value from US$30 million to US$850 million. Mr Sinclair has technical experience in senior management positions with both engineering contractors and with the owner’s team and has managed pre-feasibility and feasibility studies, EPC and EPCM contracts and direct hire jobs. Mr Sinclair most recently worked as the Area Manager, Infrastructure for the Koniambo Nickel Project in New Caledonia and previously as the EPC Manager and Acting General Manager of the Chirano Gold Mine in Ghana.

Mr Youssef El-RaghyGeneral Manager - Egyptian Operations

An offi cer graduate of the Egyptian Police Academy Mr El-Raghy held senior management roles within the Egyptian Police force for a period in excess of ten years, having attained the rank of captain, prior to joining the Company. Mr El-Raghy has extensive contacts within the government and industry and maintains excellent working relationships with all of the Company’s stakeholders within Egypt.


DIRECTORS’ MEETINGSThe following table sets out the number of directors’ meetings (including meetings of the committees of directors) held during the fi nancial year and the number of meetings attended by each director (while they were a director or committee member). During the fi nancial year, 7 Board meetings, 2 Remuneration Committee meetings and 5 Audit Committee meetings were held. On 28 May 2008, the Company established the Compliance/Corporate Governance Committee, however there were no meetings held during the fi nancial year.

Board of DirectorsRemuneration

CommitteeAudit Committee

Compliance/Corporate Governance Committee

Director Held Attended Held Attended Held Attended Held Attended

Mr S El-Raghy 7 7 - - - - - -

Mr C Cowden 7 7 2 2 5 5 - -

Mr G B Speechly 7 7 2 2 5 5 - -

Dr T G Elder 7 7 - - - - - -

Mr J El-Raghy 7 7 - - - - - -

Mr H S Bottomley 7 7 - - 5 5 - -

Mr T S Schultz* 7 2 - - - - - -

Professor G R T Bowker** 7 - - - - - - -

* Mr T S Schultz became a Director of the Company on 20 May 2008 and became a member of the Audit Committee and Compliance/Corporate Governance Committee on 28 May 2008. Mr Schultz resigned as a member of the Audit Committee and Compliance/Corporate Governance Committee on 15 August 2008 after becoming an Executive Director of the Company.** Professor G R T Bowker became a Director of the Company on 21 July 2008 and became a member of the Remuneration Committee, Audit Committee and Compliance/Corporate Governance Committee on 15 August 2008.

In addition to these formal meetings, during the year the Directors considered and passed eleven (11) Circular Resolutions pursuant to clause 15.10 of the Company’s constitution.

PRINCIPAL ACTIVITIESThe consolidated entity’s principal activities during the course of the fi nancial year were the exploration for precious and base metals, and ongoing development at the Sukari project.

DIVIDENDSNo dividends have been declared or paid since the end of the previous fi nancial year.

CHANGES IN STATE OF AFFAIRSThere was no change in the state of affairs of the consolidated entity during the fi nancial year, other than on 23 November 2007 the Company announced that it had closed an offering of special warrants, and an aggregate of 112,000,000 special warrants were issued and sold at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000. The short form prospectus for the special warrants was lodged with the Ontario Securities Commission on 19 December 2007. On 24 December 2007, the special warrants automatically converted to fully paid ordinary shares and the fully paid ordinary shares were delivered on 28 December 2007.

FUTURE DEVELOPMENTSIt is the objective of the Company, to continue to drill at the Sukari project, so as to increase the overall size of the geological resource, whilst at the same time, complete construction of the processing plant and ancillary infrastructure. Commissioning and production is anticipated in the second quarter of 2009. Gold production from the Sukari project is forecast to have a positive cashfl ow effect on the Company and consolidated entity.

Directors’ Report


SHARE OPTIONS

Options Issued During the Financial YearA total of 3,750,000 unlisted options were issued during the fi nancial year to 30 June 2008. The details of these options are as follows:-

Number of Ordinary shares under option Exercise Price (A$) Expiry Date

250,000 1.4034 15 October 2010

3,500,000 1.7022 16 April 2011

OPTIONS ISSUED SUBSEQUENT TO BALANCE DATE

A total of 250,000 unlisted options were issued subsequent to balance date. The details of these options are as follows:-


250,000 1.1999 25 August 2011

Options Converted During the Financial YearA total of 4,897,500 unlisted options were exercised during the fi nancial year to 30 June 2008. The details of these options are as follows:-


395,000 0.2804 04 February 2008

200,000 0.2804 17 February 2008

30,000 0.3500 31 October 2010

2,000,000 0.8000 09 January 2010

1,607,500 0.7106 31 January 2010

165,000 1.0500 24 May 2010

500,000 1.1636 25 June 2010

The issuing entity was Centamin Egypt Limited. The market weighted average closing price of Centamin Egypt Limited shares during the 2007-2008 year was A$1.3938 (2006-2007: A$0.9525). No amount was unpaid on these shares.

Options Exercised Subsequent to Balance Date1,100,000 options have been exercised subsequent to balance date. The details of these options are as follows:-


600,000 0.3500 31 October 2010

250,000 0.6566 30 August 2009

250,000 0.7106 31 January 2010

The issuing entity was Centamin Egypt Limited. No amount was unpaid on these shares.

Employee Option PlansAt the Annual General Meeting on 29 November 2002, shareholders approved the Employee Option Plan 2002. The following options issued to Executives and Employees are in existence as at the date of this report:


1,500,000 0.4355 08 December 2008

Directors’ Report


Directors’ Report

At the Annual General Meeting on 20 November 2006, shareholders approved the Employee Option Plan 2006. The following options issued to Executives and Employees are in existence as at the date of this report:


1,700,000 0.7106 31 January 2010

2,165,000 1.0500 24 May 2010

500,000 1.1636 25 June 2010

250,000 1.4034 15 October 2010

3,500,000 1.7022 16 April 2011

250,000 1.1999 25 August 2011

The following options were not issued under any of the Employee Option Plans, however, were issued in accordance with employment contracts/service agreements and are in existence as at the date of this report:


1,070,000 0.3500 31 October 2010

BROKER WARRANTS

Broker Warrants Issued During The Financial YearDuring the fi nancial year, the following broker warrants were issued to the Underwriters in conjunction with the Special Warrants capital raising in late 2007.

A total of 5,600,000 broker warrants were issued during the fi nancial year to 30 June 2008. The details of these warrants are as follows:-

Number of Ordinary shares under warrant Exercise Price (C$) Expiry Date

5,600,000 1.2000 23 November 2009

Broker Warrants Issued Subsequent to Balance DateThere have been no broker warrants issues subsequent to balance date.

Broker Warrants Converted During the Financial YearA total of 4,787,431 unlisted broker warrants were exercised during the fi nancial year to 30 June 2008. The details of these broker warrants are as follows:-

Number of Ordinary shares under warrant Exercise Price (C$) Expiry Date

3,751,431 0.8600 05 April 2009

1,036,000 0.8600 11 April 2009

The issuing entity was Centamin Egypt Limited. No amount was unpaid on these shares.

Broker Warrants Exercised Subsequent to Balance DateThere have been no broker warrants issues exercised subsequent to balance date.


CIL tanks under construction

Directors’ Report

ENVIRONMENTAL REGULATIONSThe consolidated entity is currently complying with relevant environmental regulations and has no outstanding environmental orders against it.

EVENTS SUBSEQUENT TO BALANCE DATEOther than as set out above there has not risen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely in the opinion of the Directors of the Company to affect signifi cantly the operations of the Company, the results of those operations, or the state of affairs of the consolidated entity in subsequent fi nancial years.

REVIEW OF OPERATIONSA review of the Company’s operations is located at the beginning of the Annual Report.

INDEMNIFICATION OF DIRECTORS & AUDITORS During the fi nancial year, the Company paid a premium in respect of a contract insuring the directors and offi cers of the Company and any related body corporate against a liability incurred as a director or offi cer to the extent permitted by the Corporations Act 2001.

The Company has not otherwise, during or since the end of the fi nancial year, except to the extent permitted by law, indemnifi ed or agreed to indemnify an offi cer or auditor of the Company or of any related body corporate against a liability incurred as such an offi cer or auditor.

A happy Minister showing the visible gold to the Red Sea Governor


Directors’ Report

Remuneration Report (Audited)The Directors of Centamin Egypt Limited present the Remuneration Report prepared in accordance with section 300A of the Corporations Act 2001 for the Company and the consolidated entity for the fi nancial year ended 30 June 2008. For the purposes of this report, Directors and executives of the Company and consolidated entity are defi ned as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and consolidated entity (“the Group”), directly or indirectly, including any director (whether executive or otherwise) of the parent company. This Remuneration Report forms part of the Directors’ Report.

OVERVIEWRemuneration levels for Directors and executives are competitively set to attract the most qualifi ed and experienced candidates. Details of the Company’s remuneration strategy for the 2008 fi nancial year are set out in this Remuneration Report.

This Remuneration Report:

■ explains the Board’s policies relating to remuneration of Directors and executives;■ discusses the relationship between these policies and the Company’s performance; and■ sets out remuneration details for each director and senior executive.

The fees paid to Non-Executive Directors are set at levels which refl ect both the responsibilities of, and the time commitments required from, each Non-Executive Director to discharge their duties and are not linked to the performance of the Company.

The remuneration strategy for the Managing Director / Chief Executive Offi cer (CEO) and executives, including the Company Secretary, comprise a fi xed cash component and where applicable, statutory superannuation contributions, an annual merit based performance bonus and the issue of share options in the Company which is intended to provide competitive rewards to attract high calibre executives. The issue of performance bonuses and share options is not dependent on the performance of the Company.

Criteria used to determine the annual merit based performance bonus, during the preproduction phase, is the setting of key objectives for each executive and measuring performance against these objectives. Key objectives will normally include capital budget criteria where performance will be measured against progress indicators. These key objectives will largely be determinable by the objective assessment of performance by the CEO. There are no specifi c performance based key fi nancial indicators set and bonuses and/or options are at the discretion of the Board. The Remuneration Committee reviews the CEO’s performance and makes a recommendation to the Directors.

Share options are offered to executives at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group and in some cases, performance.

There is no Board policy in relation to limiting the recipient exposure to risk in relation to securities.

The table below sets out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the fi ve years to 30 June 2008:

30 June 2008US$

30 June 2007US$

30 June 2006A$

30 June 2005A$

30 June 2004A$

Revenue 6,789,038 2,815,271 1,140,700 1,046,309 1,061,278

Net profi t before tax 4,646,988 6,890,186 1,010,830 (870,412) (914,302)

Net profi t after tax 4,203,119 6,890,186 1,010,830 (870,412) (914,302)

Share price at start of year A$1.12 A$0.74 0.27 0.19 0.20

Share price at end of year A$1.21 A$1.12 0.74 0.27 0.19

Dividends - - - - -

Basic earnings per share 0.514 1.113 0.194 (0.16) (0.18)

Diluted earnings per share 0.510 1.097 0.192 (0.16) (0.18)

Centamin Egypt Limited adopted the Australian equivalents to International Financial Reporting Standards with effect from 01 July 2004, which resulted in various changes to its accounting policies from that date. The basic and diluted earnings per share for the year ended 30 June 2004 were calculated in accordance with Centamin Egypt Limited’s previous accounting policies as permitted under Australian accounting standards as applicable at that time.


Directors’ Report

DIRECTOR AND EXECUTIVE DETAILSThe following persons acted as directors of the company during or since the end of the fi nancial year:-■ Mr Sami El-Raghy (Chairman)■ Mr Josef El-Raghy (Managing Director/CEO)■ Mr Trevor Schultz (Executive Director of Operations), appointed 20 May 2008■ Dr Thomas G Elder (Non-Executive Director)■ Mr Colin Cowden (Non-Executive Director)■ Mr G Brian Speechly (Non-Executive Director)■ Mr H Stuart Bottomley (Non-Executive Director)■ Professor G. Robert Bowker (Non-Executive Director), appointed 21 July 2008

The highest remunerated (and only) company executive for the 2008 fi nancial year was:-■ Mrs Heidi Brown (Company Secretary)

The highest remunerated Group executives for the 2008 fi nancial year were:-■ Mr Mark Smith (Chief Financial Offi cer), resigned 07 August 2008■ Mr John McLeod (General Manager - Operations), resigned 12 February 2008

DIRECTOR AND SENIOR MANAGEMENTThe Remuneration Committee reviews the remuneration packages of all Directors and senior management on an annual basis. Remuneration packages are reviewed and determined with due regard to current market rates and are benchmarked against comparable industry salaries.

2008

Short-term employee benefi ts Post-employment benefi ts

Share-based payment

Salary & Fees

A$Bonus 9

A$

Non-monetary

A$Superannuation

A$

Options & rights1 9

A$TotalA$

Non-executive directors

T Elder 49,794 - - - - 49,794

C Cowden 27,500 - - 2,475 - 29,975

G B Speechly 27,500 - - 2,475 - 29,975

H Bottomley 49,794 - - - - 49,794

T Schultz5 - - - - - -

G Bowker6 - - - - - -

Executive offi cers

S El-Raghy 425,000 - - - - 425,000

J El-Raghy2 478,125 184,434 - - - 662,559

M Smith7 250,000 - - - 193,166 443,166

J McLeod3 310,313 - - - 8160,944 471,257

H Brown4 95,833 30,000 - 11,325 73,167 210,325

Total 1,713,859 214,434 - 16,275 427,277 2,371,845

1 Options value as per Black Scholes pricing method. Options are offered to employees at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group. There is no set performance criteria used to determine the number of Options granted. Options were offered to employees who had been with the Company for more than 12 months and were determined according to their position and rank. 2The bonus represented 27.8% of total remuneration, 100% of the bonus determined by the Board and was paid on 31 August 2007. The bonus was paid for performance related to exceptional skill, effort and success demonstrated by Mr El-Raghy in the capital raising, Toronto Stock Exchange listing and subsequent investor road shows, all of which helped to increase the wealth of all shareholders. The bonus was awarded at the discretion of the Board and was not dependent on any set performance criteria. 3 Mr McLeod resigned from the Company on 12 February 2008.4 The bonus represented 14.3% of total remuneration, 100% of the bonus determined by the Board and was paid on 20 December 2007. The bonus was paid in respect to recognition of the extra effort over the previous 12 months particularly with respect to the TSX listing, and subsequent compliance burden, and was awarded at the discretion of the Board.The bonus was not dependent on any set performance criteria. 0% of the options issued to Mrs Brown during the year vested during the year.


Directors’ Report

5 Mr Schultz became a director of Centamin on 20 May 2008.6 Professor Bowker became a director of Centamin on 21 July 2008.7 Mr Smith resigned on 07 August 2008.8 Includes reversal of remuneration recognised in prior year in relation to 500,000 options which had not vested at date of resignation. 9 As the bonuses and options were at the discretion of the Board, no amounts were forfeited by the individuals because the person did not meet the service and performance criteria for the bonus or grant.

2007

Short-term employee benefi ts Post-employment benefi ts

Share-based payment

Salary & Fees

A$Bonus

A$

Non-monetary

A$Superannuation

A$

Options & rights1

A$TotalA$

Non-executive directors

T Elder 51,504 - - - 17,053 68,557

C Cowden 26,875 - - 2,418 17,053 46,346

G B Speechly 26,875 - - 2,418 - 29,293

H Bottomley 51,504 - - - 17,053 68,557

Executive offi cers

S El-Raghy 387,583 - - - - 387,583

J El-Raghy2 412,500 50,000 4,523 - - 467,023

M Smith6 127,500 - - 37,777 121,488 286,765

W Foote5 361,411 - 22,547 21,967 (57,968)7 347,957

J McLeod3 20,833 - - - 6,694 27,527

H Brown4 85,000 10,000 - 8,550 43,765 147,315

Total 1,551,585 60,000 27,070 73,130 165,138 1,876,923

1 Options value as per Black Scholes pricing method. Options are offered to employees at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group.2 Bonus paid in respect to performance. The bonus represented 10.7% of total remuneration and was paid on 31 October 2006. The bonus was paid for performance related to capital raising endeavours. 3 Mr McLeod commenced with the Company on 01 June 2007.4 Bonus paid in respect to added responsibilities and represents 7.5% of total remuneration and was paid on 31 October 2006. 5 Mr Foote resigned on 22 May 2007.6 Mr Smith was promoted to the position of Chief Financial Offi cer on 01 January 2007. His listed remuneration includes current and previous position held during the fi nancial year. There was no change in the level of remuneration on promotion. Mr Smith commenced full time with the Group on 17 July 2006.7 Reversal of remuneration recognised in prior year in relation to 2,500,000 options which had not vested at date of resignation. Refer to disclosures on Series 5 options detailed in Note 28 to the fi nancial statements.

EMPLOYMENT CONTRACTSRemuneration and other terms of employment for the following Directors and executives are formalised in employment agreements, the terms of which are set out below:-

Josef El-Raghy, Managing Director/CEO– term: 3 years (expiring 01 September 2010), 3 months notice of termination period– base salary: A$483,750 (net of taxes) pa, reviewed annually by the Remuneration Committee

Sami El-Raghy, Chairman– term: no specifi c term, 3 months notice of termination period– base salary: A$430,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Trevor Schultz, Executive Director of Operations (appointed 20 May 2008)– term: 3 years (expiring 15 August 2011), 1 month notice of termination period – base salary: A$300,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Mark Smith, Chief Financial Offi cer (resigned 07 August 2008)– term: 2 years (expiring 01 July 2009), 3 months notice of termination period– base salary: A$250,000 (net of taxes) pa, reviewed annually by the Remuneration Committee


Directors’ Report

Mark Di Silvio, Chief Financial Offi cer (appointed 25 July 2008)– term: 2 years (expiring 09 August 2010), 3 months notice of termination period– base salary: A$285,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Heidi Brown, Company Secretary– term: no specifi c term, 1 month notice of termination period– base salary: A$150,000 + 9% superannuation, reviewed annually by the Remuneration Committee

No Director or executive is entitled to any termination payments apart from remuneration payable up to and including the date of termination and all payments due by way of accrued leave.

Options Issued to Directors and senior managementOptions are issued to Directors and senior management under the Employee Option Plan 2006 (previously under the Employee Option Plan 2002) as part of their remuneration. Options are offered to Directors and senior management at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group. The following options have been issued to Directors and senior management up to 30 June 2008:-

Name Offi ce Issue Date

No of Unquoted Options

Fair Value at Grant

Date A($)Exercise

Price A($) Expiry Date

Mr C N Cowden Non-Executive Director

15 December 2003 250,000 0.1532 0.3549 15 December 2006


Dr T G Elder Non-Executive Director



Mr G B Speechly Non-Executive Director


Mr H S Bottomley Non-Executive Director


Mr M Smith Chief Financial Offi cer

30 August 2006 250,000 0.2785 0.6566 30 August 2009

31 January 2007 250,000 0.3706 0.7106 31 January 2010

25 June 2007 500,000 0.3210 1.1636 25 June 2010

Mr J McLeod General (Operations) Manager

25 June 2007 1,000,000 0.3210 1.1636 25 June 2010

Mrs H Brown Company Secretary 12 November 2003 100,000 0.1399 0.2310 12 November 2006

04 February 2005 200,000 0.1357 0.2804 04 February 2008

31 January 2007 200,000 0.3706 0.7106 31 January 2010

16 April 2008* 250,000 0.4015 1.7022 16 April 2011

* As at 30 June 2008, none of these options had vested.

The options issued vest and are exercisable over a period of 12 months, with 50% vesting and exercisable after 6 months and the other 50% vesting and exercisable after 12 months of issue. These options have a term of 3 years.

Options Exercised by Directors and senior managementThe following options were exercised by Directors and senior management during the year:-

Name Offi ce Exercise DateNo of Unquoted

OptionsExercise Price

A($) Expiry Date

Mrs H A Brown Company Secretary 13 February 2008 200,000 0.7106 31 January 2010

Mr J McLeod General (Operations) Manager

18 April 200821 April 200830 April 200802 May 200806 May 200807 May 2008

40,00043,83053,00047,00046,000

270,170

1.16361.16361.16361.16361.16361.1636

25 June 201025 June 201025 June 201025 June 201025 June 201025 June 2010


The options exercised by H Brown during the year were issued on 31 January 2007. The value of the options is determined internally using the Black-Scholes Pricing Model and are included in the remuneration on a proportionate basis from grant date to vesting date. These options vest and are exercisable over a period of 12 months, with 50% vesting and exercisable after 6 months (31 July 2007) and the other 50% vesting and exercisable after 12 months of issue (31 January 2008). These options expire after 3 years. The closing market price at the date of exercise was $1.635. At the date of exercise, 200,000 shares were issued and allotted at a price of A$0.7106 per share. No amount is unpaid on these shares.

The options exercised by J McLeod during the year were issued on 25 June 2007. The value of the options is determined internally using the Black-Scholes Pricing Model and are included in the remuneration on a proportionate basis from grant date to vesting date. These options vest and are exercisable over a period of 12 months, with 50% vesting and exercisable after 6 months (25 December 2007) and the other 50% vesting and exercisable after 12 months of issue (25 June 2008). These options expire after 3 years. The closing market price at the dates of exercise was A$1.55, A$1.55, A$1.355, A$1.35, A$1.39 and A$1.40 respectively. The remaining 500,000 options lapsed due to J McLeod ceasing employment with the Company. At the dates of exercise, 40,000 shares, 43,830 shares, 53,000 shares, 47,000 shares, 46,000 shares and 270,170 shares respectively were issued and allotted at a price of A$1.1636 per share. No amount is unpaid on these shares.

Value of Director and senior management Options Granted, Exercised and Lapsed During the YearThe following table shows the value of Director and senior management options granted, exercised and lapsed during the year:-

Name

Options Granted

Options Exercised

Options Lapsed

Total Value of Options Granted,

Exercised and Lapsed

Value of Options Included in

Remuneration for the Year (1)

Percentage of Total Remuneration

for the Year that Consists of Options

Value at Grant Date

Value at Exercise Date

Value at Time of Lapse

A$ A$ A$ A$ A$ %

S El-Raghy - - - - - -

J El-Raghy - - - - - -

Mr C Cowden - - - - - -

Dr T G Elder - - - - - -

Mr G B Speechly - - - - - -

Mr H S Bottomley - - - - - -

T Schultz - - - - - -

G Bowker - - - - - -

Mr M Smith - - - - 193,166 43.59

Mr J McLeod - 707,380 705,000 1,412,380 160,944 34.15

Mrs H Brown 372,500 327,000 - 699,500 73,167 34.79

(1) The value of options granted during the period is recognised in compensation over the vesting period of the grant, in accordance with Australian Accounting Standards.

Directors’ Report

Developing the access road up Sukari Hill


DIRECTORS’ SHAREHOLDINGSThe relevant interest of each Director in the share capital of the Company shown in the Register of Directors’ Shareholdings as at the date of this report are:-

Director Fully paid ordinary shares Executive share options

S El-Raghy *78,235,754 -

J El-Raghy *79,185,754 -

C Cowden 603,326 500,000

G Speechly 250,000 -

T Elder 250,000 500,000

H Bottomley 2,800,000 500,000

T Schultz - -

G Bowker - -

*The total shares held by Mr S El-Raghy and Mr J El-Raghy arise due to them both being directors/trustees of the following personally related entities:- Nordana Pty Ltd 4,990,668 shares- Nordana Pty Ltd <Super Fund A/C> 17,595,714 shares- El-Raghy Kriewaldt Pty Ltd 55,299,372 shares- S & M El-Raghy <The El-Raghy Family Account> 350,000 sharesThe balance of 950,000 shares are held by Mr J El-Raghy being a director of Montana Realty Pty Ltd <Super Fund A/C>

Since the end of the previous fi nancial year, no Director of the Company has received or become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of remuneration received or due and receivable by Directors shown in the consolidated accounts) because of a contract made by the Company, its controlled entities or a related body corporate with the Director or with a fi rm of which the Director is a member, or with an entity in which the Director has a substantial interest.

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001The Auditor’s Independence Declaration is included on page 53 of the fi nancial report.

NON-AUDIT SERVICESTax and due diligence services were provided by Deloitte Touche Tohmatsu during the year. The Audit Committee are satisfi ed that the provision of non-audit services, during the year, by the auditor (or by another person or fi rm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Audit Committee are satisfi ed that the services provided did not compromise the external auditor’s independence for the following reasons:-

– all non-audit services have been reviewed by the Audit Committee to ensure they do not adversely affect the integrity and objectivity of the auditor; and

– the nature of the non-audit services provided is not inconsistent with auditor independence requirements.

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 23 to the fi nancial statements.

Signed in accordance with a resolution of the directors made pursuant to s. 298(2) of the Corporations Act 2001.

On behalf of the Directors

Sami El-RaghyChairman

Perth, 22 September 2008

Directors’ Report


Sukari plant site under construction

The following Management’s Discussion and Analysis of the Financial Condition and Results of Operations (“MD&A”) for Centamin Egypt Limited (the “Company” or “Centamin”) should be read in conjunction with the Directors’ Report and the audited Financial Report for the year ended 30 June 2008. The effective date of this MD&A is 22 September 2008.

The fi nancial information presented in this MD&A has been prepared in accordance with Australian Accounting Standards and Interpretations, other mandatory professional reporting requirements and the Corporations Act 2001.

In addition to these Australian requirements, further information has been included in the Consolidated Financial Statements for the year ended 30 June 2008 in order to comply with applicable Canadian securities law, as the Company is listed on the Toronto Stock Exchange.

Additional information relating to the Company, including other public announcements and the Company’s Annual Information Form, is available at www.centamin.com and www.sedar.com.

All amounts in this MD&A are expressed in United States dollars unless otherwise identifi ed.

FORWARD LOOKING STATEMENTSSome of the statements contained in this MD&A, including those relating to strategies and other statements, are predictive in nature, and depend upon or refer to future events or conditions, or include words such as “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates” or similar expressions that are forward looking statements. Forward looking statements include, without limitations, the information concerning possible or assumed further results of operations as set forth herein. These statements are not historical facts but instead represent only expectations, estimates and projections regarding future events and are qualifi ed in their entirety by the inherent risks and uncertainties surrounding future expectations generally.

The forward looking statements contained in this MD&A are not guarantees of future performance and involve certain risks and uncertainties that are diffi cult to predict. The future results of the Company may differ materially from those expressed in the forward looking statements contained in this MD&A due to, among other factors, the risks and uncertainties inherent in the business of the Company. The Company does not undertake any obligation to update or release any revisions to these forward looking statements to refl ect events or circumstances after the date of this MD&A or to refl ect the occurrence of unanticipated events.

GENERALCentamin is a mineral exploration and development company that has been actively exploring in Egypt since 1995. The principal asset of Centamin is its interest in the Sukari Project, located in the Eastern Desert of Egypt. The Sukari Project is at an advanced stage of development, construction commenced July 2007 and fi rst gold production is expected during the second quarter of 2009.

Management Discussion & Analysis


A defi nitive feasibility study (the “DFS”) for the development to commercial production of the Sukari Project was compiled in February 2007 by Roche Process Engineering Pty Ltd. The DFS provides that the capital cost to develop the project is estimated at US$216.5 million (including mining fl eet and contingencies but not including the leased mining fl eet). According to the DFS, the Sukari Project reserve will be mined by a single open pit over a 15-year period. During that time 78 Mt ore grading 1.5 g/t is expected to be mined, containing 3.7 Moz gold and producing on average 200,000 oz of gold annually.

An update on progress to date is contained within the Review of Operations section of the 2008 Annual Report.

The Sukari Project will be the fi rst large-scale modern gold mine to be developed in Egypt. Centamin’s operating experience in Egypt gives it a signifi cant fi rst-mover advantage in acquiring and developing other gold projects in the prospective Arabian-Nubian Shield.

HIGHLIGHTS OF THE YEARThe Company’s highlights for the year were:

Sukari Project Development■ The Sukari Gold Project schedule has been updated to 30 June 2008, covering all phases of the project. The current

schedule shows overall completion at 65% (as at 31 July 2008). Anticipated key completion dates are as follows:

Project Go-Ahead Decision Feb 2007 (Completed)

Kori Kollo Plant Arrives Egypt Q4 2007 (Completed)

28MW Power Station Arrives Q4 2007 (Completed)

Project Finance Q4 2007 (Completed)

Plant site Civil Works Q2 2008 (Completed)

Seawater Pipeline Q4 2008 (Commenced)

Tailings Storage Facility Q4 2008 (Commenced)

Mining Pre-strip Q4 2008

Commissioning and Production Q2 2009


Sukari geology team


■ On 23 November 2007, the Company announced that it had sold on a private basis an aggregate of 112,000,000 special warrants at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000, which includes the exercise in full by the Underwriters of the Underwriters’ option. The net proceeds of this equity fi nancing are to be applied to fund the continued development of the Sukari Gold Project, underground development, other exploration and general corporate purposes. The Sukari Gold Project is 100% fully funded through to gold production currently forecast to be the second quarter of 2009. As a result the Company no longer needs to pursue debt fi nancing, has no debt, no hedging and at 30 June 2008, and a cash balance of US$182M.

Exploration■ The Sukari mineral resource was upgraded to 8.56

million ounces of gold Measured and Indicated, plus 3.2 million ounces of gold Inferred at 0.5 g/t cut off grade. An increase of 25% or 1,720,000 oz in Measured and Indicated resources above the September 2007 resource. Measured and Indicated resources account for 73% of the total resource.

Underground Feasibility■ Progress towards underground development continued

with AMC Consultants Pty Ltd in Perth engaged to formally conduct an underground mining study. It is the intention to target an initial underground mining rate of 500,000 tonnes per annum bringing higher grade ore feed into production earlier than otherwise would have been the schedule through surface mining.

Corporate■ The Company appointed Trevor Schultz to the board in May 2008. Trevor has more than 40 years experience at the

executive management and board level with leading international mining companies including BHP, RTZ/CRA, Pegasus Gold and Ashanti Goldfi elds. His roles included development of several new mining operations in Africa, South America and the USA, negotiations with various governments and their agencies as well as project fi nance and capital raisings. Most recently Trevor was the President and CEO of Guinor Gold Corporation which was responsible for the relocation, construction and commissioning of the 7mtpa gold plant at the LEFA gold mine in Guinea.

■ The Company appointed Professor Graeme Robert Tangye Bowker (Bob) to the board in July 2008. Professor Bowker recently retired from the position of Australian Ambassador to Egypt, Libya, Sudan, Syria and Tunisia a position he held for three years from 2005. Professor Bowker had a 37 year career with the Australian Foreign Service specialising in Middle Eastern issues and postings.

RESULTS OF OPERATIONSThe Company recorded a profi t for the year primarily due to high interest revenue earned and the positive effect of foreign exchange rate movements. The results for the year refl ect only corporate activity with all Sukari and exploration related expenditure being capitalised according to the Company’s accounting policies.

Selected Financial InformationThe table below sets forth selected fi nancial data relating to the Company’s years ended 30 June 2008, 30 June 2007 and 30 June 2006. This fi nancial data is derived from the Company’s audited consolidated fi nancial statements.


Concrete batch plant



Consolidated Income Statement

Year ended 30 June 2008



$ $ $

Revenue 6,789,038 2,815,271 847,882Other income 201,780 443,468 -Foreign exchange gain 3,427,047 9,655,400 1,495,461General and administration (3,431,643) (2,262,901) (1,220,834)Depreciation (308,761) (384,198) (17,454)

Share based payments (2,030,473) (3,376,854) (353,705)

Profi t before income tax 4,646,988 6,890,186 751,350

Tax (expense)/income (443,869) - -

Net profi t for the period 4,203,119 6,890,186 751,350

Earnings per share- Basic (cents per share) 0.514 1.113 0.074- Diluted (cents per share) 0.510 1.097 0.073

Revenue comprises interest revenue received on the Company’s available cash to hand, working capital balances and term deposit amounts. Interest revenue is higher than for the period last year due to higher average cash holdings for the period in 2008 as a result of a successful equity raising completed in November 2007 when compared to the same period in 2007.

Foreign exchange gain is attributable to positive exchange rate movements during the period due to the effect of higher average cash holdings held by the Company combined with the strengthening of the Canadian Dollar against the United States Dollar. The majority of the Company’s cash balances during the 2008 and 2007 fi nancial years have been denominated in Canadian Dollars. The percentage appreciation of the Canadian Dollar through 2007 was higher than in 2008.

General and administration expenses for 2008 are higher compared to same period in 2007 due to marginal increases in consultants, stock exchange listing fees, share registry fees, investor relations, employee salaries and travel expenses. In addition a once off non-recurring entry of $926,436 for project fi nance and due diligence fees was charged to the income statement when the Company did not proceed with external project debt fi nance for the Sukari Gold Project.

Share based payments have decreased in the 2008 year compared to the 2007 year due to a reduction in the number of options and warrants granted and a reduction in the volatility index used to value them. Share based payments reported relate to the requirement to recognise the cost of granting options (or warrants) to directors, company executives and employees under the Employee Share Option Plan or for payment for services done under a contractual arrangement which are subsequently approved at a general meeting of the Company’s shareholders. Recognition of the cost is done under Australia Accounting Standards over the option (or warrant) vesting period.

The profi t after tax of the consolidated entity for the twelve months ended 30 June 2008 was $4,203,119 and is a signifi cant reduction on the 30 June 2007 profi t fi gure primarily due to the reduction in foreign exchange gain received during the year.

Consolidated Balance SheetsYear ended

30 June 2008Year ended


30 June 2006$ $ $

Total current assets 185,529,305 136,735,715 44,755,621

Total non-current assets 174,967,885 81,982,698 34,682,844

Total assets 360,497,190 218,718,413 79,438,465

Total current liabilities 6,868,124 6,367,969 987,590

Total non-current liabilities 672,236 150,000 150,000

Total liabilities 7,540,360 6,517,969 1,137,590

Net assets 352,956,830 212,200,444 78,300,875


Current assets for the 2008 year have been impacted by the equity raising successfully completed in November 2007 and corporate, exploration and Sukari project cash outfl ows during the period. Under the terms of the equity raising an aggregate of 112,000,000 special warrants were issued and sold at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000. Net expenditure incurred on the Sukari project during the year totalling $83,746,720 has been capitalised in the non-current assets section of the balance sheet.

Non-current assets have increased to $174,967,885 at 30 June 2008 as a result of net expenditure incurred for construction and development related to the Sukari project and for ongoing exploration resource drilling at Sukari. The Company’s accounting policy is to capitalise expenditure of this nature under the category of Exploration, Evaluation & Development.

Current liabilities have increased marginally to $6,868,124 at 30 June 2008 compared to the same period last year.

Non-current liabilities as at 30 June 2008 have increased from that reported last fi nancial year end due to the inclusion of a provision for restoration and rehabilitation of $522,236. The amount of US$150,000 appearing in non-current liabilities of the consolidated balance sheet represents an unsecured loan payable 14 days after commencement of commercial production at the Sukari project to Egyptian Mineral Commodities, a company which Mr S El-Raghy has a fi nancial interest in.

Consolidated Statement of Changes in EquityYear ended


30 June 2007$ $

Total equity at beginning of period 212,200,444 78,300,875Movement in issued equity 135,032,772 123,695,388Movement in reserves 1,520,495 3,319,754Profi t for the period 4,203,119 6,884,427

Total equity at end of period 352,956,830 212,200,444

Issued equity has increased during the 2008 year have been impacted by the equity raising successfully completed in November 2007 and the exercising of employee options previously granted under the employee share options scheme. Under the terms of the equity raising an aggregate of 112,000,000 special warrants were issued and sold at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000.

Reserves have increased due to the effect of expensing share based option payments.

Profi t for the year ended 30 June 2008 is analysed under the section Consolidated Income Statement.

Consolidated Cashfl ow StatementsYear ended


30 June 2007$ $

Net cash fl ow from operating activities (9,250,657) (10,339,456)Net cash fl ow from investing activities (83,297,435) (30,881,828)Net cash fl ow from fi nancing activities 134,522,795 123,780,223

Net increase in cash and cash equivalents 41,974,703 82,558,939Cash and cash equivalents at the beginning of the fi nancial period 136,501,015 44,513,500Effects of exchange rate changes 3,852,886 9,428,576

Cash and cash equivalents at the end of the fi nancial period 182,328,604 136,501,015

The net cash fl ow from operating activities for the year ended 30 June 2008 of ($9,250,657) is attributable to payments for exploration expenditure of $11,404,980, and corporate salary and wage, corporate administration and compliance related costs offset by interest revenue received.

The net cash fl ow from investing activities for the year ended 30 June 2008 of ($83,297,435) is attributable to Sukari development expenditure which includes acquisition of mining fl eet, preproduction overhead and materials cost.

The net cash fl ow from fi nancing activities for the year ended 30 June 2008 of $134,522,795 is attributable to equity raised during November 2007, offset by costs of equity raising, and the conversion of employee share options.




SELECTED QUARTERLY INFORMATIONThe following table sets out selected fi nancial information for and as of the end of the quarterly periods as shown in the table. Information for the quarter ended 30 June 2008 is derived from management-prepared unaudited fi nancial statements of the Company.

Three months ended 30 Jun 08 31 Mar 08 31 Dec 07 30 Sep 07 30 Jun 07 31 Mar 07

Total revenue 887,413 2,611,380 1,977,347 1,514,678 1,385,704 380,500

Net income (loss) 2,971,221 (4,430,139) 132,162 5,529,875 8,014,922 (1,164,462)

Net income (loss) c.p.s ** 0.363 (0.553) 0.017 0.732 1.294 (0.091)Net income (loss) c.p.s - diluted 0.360 (0.553) 0.017 0.711 1.277 (0.091)

Net assets 352,956,830 348,960,052 352,273,447 218,586,092 212,200,444 77,313,763

** Cents per share

Revenue for the three months ended 30 June 2008 comprises interest revenue applicable on the Company’s available cash and working capital balances and term deposit amounts. The amount reported in the June quarter is signifi cantly lower than the March quarter refl ecting lower short term interest rates received, a reduction in the closing cash balance and an error in the calculation of interest revenue for the March quarter which was corrected in the June quarter.

Net income for the three months ended 30 June 2008 is a signifi cant improvement against the March quarter and is primarily due to the positive effect of foreign exchange gains received during the quarter.

LIQUIDITY AND CAPITAL RESOURCESAt 30 June 2008, the Company had cash and cash equivalents of $182,328,604 as compared to working capital of $136,501,015 at 30 June 2007. Of this amount $177,117,236 has been invested in short term commercial banks bills and term deposits.

The increase in cash position is due to the proceeds from the special warrants issue successfully completed in November 2007 where an aggregate of 112,000,000 special warrants were issued and sold at a price of C$1.20 per special warrant for aggregate gross proceeds of C$134,400,000.

Application of the special warrants proceeds has been directed towards expenditure incurred for construction and development related to the Sukari project and for ongoing exploration resource drilling at Sukari. The Company’s accounting policy is to capitalise expenditure of this nature under the category of Exploration, Evaluation & Development. Net development expenditure related to the Sukari project incurred during the 2008 year was $83,746,720. Exploration expenditures incurred and capitalised during the 2008 year for Sukari was $11,607,868.

The following is a summary of the Company’s outstanding commitments as at 30 June 2008:

Payments dueTotalA$

Less than 1 yearA$

1 to 5 yearsA$

After 5 years A$

Employee entitlements 737,192 737,192 - -Creditors 6,359,299 5,687,063 150,000 522,236Current tax liabilities 443,869 443,869

Total commitments 7,540,360 6,868,124 150,000 522,236

The Company’s fi nancial commitments are limited to controllable discretionary spending on work programmes at the Sukari Project, administration expenditure at the Egyptian and Australia offi ce locations and for general working capital purposes.

Other than described above the company has no other off balance sheet arrangements.

OUTSTANDING SHARE INFORMATIONAs at 22 September 2008, the Company had 878,519,163 fully paid ordinary shares issued and outstanding. The following table sets out the fully paid ordinary shares issuable under the Employee Share Option Plan and Warrants issued:


As at 22 September 2008 Number

Shares on Issue 878,519,163Options issued but not exercised 10,935,000Warrants issued but not exercised 9,607,260

899,061,423

SEGMENT DISCLOSUREThe Company is engaged in the business of exploration for precious and base metals only, which is characterised as one business segment only.

SIGNIFICANT ACCOUNTING ESTIMATESIn the application of the Group’s accounting policies, which are described in Note 3, management is required to make judgements, estimates, and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. 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.

The following are the critical judgements that management has made in the process of applying the Group’s accounting policies and that have the most signifi cant effect on the amounts recognised in the fi nancial statements:

Impairment of Inter Company LoansThe Company made loans and advances to its subsidiaries as detailed in Note 9 to the fi nancial statements. These loans and advances were established for the purpose of routing funds out of Australia to fund exploration and resource development in Egypt. The recovery of these loans and advances is entirely dependent upon returns from the successful development of mining operations in Egypt or from surpluses from the sale of either the subsidiary companies or their projects.

Recovery of Capitalised Exploration Evaluation and Development ExpenditureThe Company capitalises exploration, evaluation and development expenditure incurred on ongoing projects. The recoverability of this capitalised exploration expenditure is entirely dependent upon returns from the successful development of mining operations or from surpluses from the sale of the projects or the subsidiary companies that control the projects. At the point that it is determined that any capitalised exploration expenditure is defi nitely not recoverable, it is written off.

INTERNAL CONTROLSDisclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to management, including the CEO and CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure. Management, with the participation of the certifying offi cers, has evaluated the effectiveness of the design and operation, as of 30 June 2008, of the Company's disclosure controls and procedures (as defi ned by the Canadian Securities Administrators). Based on that evaluation, the certifying offi cers have concluded that such disclosure controls and procedures are effective and designed to ensure that material information relating to the Company and its subsidiaries is known to them by others within those entities.

Internal controls over fi nancial reporting are designed to provide reasonable assurance regarding the reliability of our fi nancial reporting and compliance with Canadian generally accepted accounting principles in our fi nancial statements. Management has evaluated the design of internal control over fi nancial reporting and has concluded that such internal controls over fi nancial reporting are designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles in Canada. In addition, there have been no changes in the Company's internal control over fi nancial reporting during the year ended 30 June 2008 that have materially affected, or are reasonably likely to materially affect, its internal control over fi nancial reporting.




FINANCIAL INSTRUMENTSAt 30 June 2008, the Company has exposure to interest rate risk which is limited to the fl oating market rate for cash.

The Company does not have foreign currency risk for non-monetary assets and liabilities of the Egyptian operations as these are deemed to have a functional currency of United States dollars. The Company has no signifi cant monetary foreign currency assets and liabilities apart from Canadian dollar and United States dollar cash term deposits which are held for the purposes of funding a portion of the mine construction for the Sukari Project.

The Company currently does not engage in any hedging or derivative transactions to manage interest rate or foreign currency risks.

FOREIGN INVESTMENT IN EGYPTForeign investments in the petroleum and mining sectors in Egypt are governed by individual production sharing agreements (concession agreements) between foreign companies and the Ministry for Petroleum and Mineral Resources or EMRA (as the case may be) and are individual Acts of Parliament.

Title, exploitation and development rights to the Sukari Project are granted under the terms of the Concession Agreement promulgated as Law No. 222 of 1994, signed on 29 January 1995 and effective from 13 June 1995. The Concession Agreement was issued by way of Presidential Decree after the approval of the People’s Assembly in accordance with the Egyptian Constitution and Law No. 61 of 1958. The Concession Agreement was issued in accordance with the Egyptian Mines and Quarries Law No. 86 of 1956 which allows for the Ministry to grant the right to parties to explore and mine for minerals in Egypt.

While the Company will be the fi rst foreign company to develop a modern large-scale gold mine in Egypt there is signifi cant foreign investment in the petroleum sector. Several large multinational oil and gas companies operate successfully in Egypt, some of which have long histories in the country and have dedicated signifi cant amounts of capital. The Company believes that the successful track record of foreign investment established by these companies in the petroleum sector is an important indication of the ability of foreign companies to attract fi nancing and receive development approvals for the construction of major projects in Egypt.

OVERVIEW OF SUKARI CONCESSION AGREEMENTPharaoh Gold Mines NL (“PGM”) a 100% wholly owned subsidiary of the Company, EGSMA (now the Egyptian Mineral Resource Authority, or “EMRA”) and the Arab Republic of Egypt (“ARE”) entered into the Concession Agreement dated 29 January 1995, granting PGM and EMRA the right to explore, develop, mine and sell gold and associated minerals in specifi c concession areas located in the Eastern Desert of Egypt identifi ed in the Concession Agreement. The Concession Agreement came into effect under Egyptian law on 13 June 1995.

The initial term of the Concession Agreement was for one year and was extended by the parties for three two-year periods in accordance with its terms.

In accordance with the terms of the Concession Agreement, PGM undertook a feasibility study to support its application to EMRA for a “Commercial Discovery” (within the meaning of the Concession Agreement) with respect to the Sukari Project. On 09 November 2001, EMRA notifi ed PGM that the feasibility submission had demonstrated that a Commercial Discovery had been made at the Sukari Project. As a result, the Concession Agreement was converted from exploration to exploitation status and PGM, together with EMRA, were granted an Exploitation Lease over 160 km2 surrounding the Sukari Project site. The Exploitation Lease was signed by PGM, EMRA and the Egyptian Minister of Petroleum and gives tenure for a period of 30 years, commencing 24 May 2005 and extendable by PGM for an additional 30 years upon PGM providing reasonable commercial justifi cation. The Exploitation Lease will lapse if production of gold is not achieved within fi ve years of the signing date.

Following demonstration of a Commercial Discovery, PGM and EMRA were required to establish an operating company owned 50% by each party (the “Operating Company”).The Operating Company, named Sukari Gold Mining Company, was incorporated under the laws of Egypt on 27 March 2006. The Operating Company was formed to conduct exploration, development, exploitation and marketing operations in accordance with the Concession Agreement. The registered offi ce of the Operating Company is at 361 El-Horreya Road, Sedi Gaber, Alexandria, Egypt.

The ARE is entitled to a royalty of 3% of net sales revenue from the sale of gold and associated minerals from the Sukari Project, payable in cash in each calendar half year. Net sales revenue is calculated by deducting from sales revenue all shipping,


insurance, smelting and refi ning costs, delivery costs not payable by customers, all commercial discounts and all penalties (relating to the quality of gold and associated minerals shipped).

Under the Concession Agreement, PGM solely funds the Operating Company but is entitled to recover the following costs and expenses payable from sales revenue (excluding the royalty payable to ARE):

■ all current operating expenses incurred and paid after the initial commercial production;

■ exploration costs, including those accumulated to the commencement of commercial production (at the rate of 33.3% per annum); and

■ exploitation capital costs, including those accumulated prior to the commencement of commercial production (at the rate of 33.3% per annum).

Recovery of capital costs shall include interest on a maximum of 50% of investment borrowed from fi nancial institutions not affi liated with PGM provided that PGM shall use best efforts to obtain the most favourable rate of interest, not to exceed LIBOR + 1%. If costs recoverable by PGM exceed the sales revenue (excluding any royalty payable to ARE) in any fi nancial year, the excess is carried forward for recovery in the next fi nancial year or years until fully recovered, but in no case after the termination of the Concession Agreement.

After deduction of the royalty payments and recoverable expenses by PGM, the remainder of the sales revenue from the Sukari Project will be shared equally by PGM and EMRA except that for the fi rst and second years in which there are net proceeds for the entire year, an additional 10% of such proceeds will be paid to PGM as an incentive (i.e. 60% to PGM and 40% to EMRA), and for each of the next two years in which there are net proceeds for the entire year, an additional 5% of such proceeds will be paid to PGM (i.e. 55% to PGM and 45% to EMRA).

In addition, under the Concession Agreement, certain tax exemptions have been granted, including the following:

■ commencing on the date of commercial production, PGM will be entitled to a 15 year exemption from any taxes imposed by the Egyptian government. The parties intend that the Operating Company will in due course fi le an application to extend the tax-free period for a further 15 years. The extension of tax-free period requires that certain activities in remote areas of the lands under the Concession Area have been programmed and agreed by all parties;

■ PGM, EMRA and the Operating Company are exempt from custom taxes and duties with respect to the importation of machinery, equipment and consumable items required for the purpose of exploration and mining activities at the Sukari Project;

■ PGM, EMRA, the Operating Company and their respective buyers will be exempt from any duties or taxes on the export of gold and associated minerals produced from the Sukari Project;

■ PGM will at all times be free to transfer in US dollars or other freely convertible foreign currency any cash of PGM representing its share of net proceeds and recovery of costs, without any Egyptian government limitation, tax or duty; and

■ PGM’s contractors and sub-contractors are entitled to import machinery, equipment and consumable items under the “Temporary Release System” which provides exemption from Egyptian customs duty.

Under the Concession Agreement, all land in the Sukari Project shall be the property of EMRA as soon as it is purchased. The title to the fi xed and movable assets are to be transferred by PGM to EMRA as soon as their costs are recovered by PGM, with PGM being entitled to use all fi xed and movable assets during the term of the Exploitation Lease and any extensions thereof.

In case of national emergency, due to war or imminent expectation of war or internal causes, ARE may requisition all or part of the production from the areas that are the subject of the Concession Agreement, and require the Operating Company to increase production to the utmost extent. ARE may also requisition the mine itself and, if necessary, related facilities. In the event of any requisition, ARE must indemnify EMRA and PGM for the period during which the requisition is maintained.


CIL tanks under construction


ARE has the right to terminate the Concession Agreement in the following circumstances:

■ PGM has knowingly submitted any material false statements to the Egyptian government;■ PGM assigns any interest to any unrelated party without the written consent of the Egyptian government;■ PGM does not comply with any fi nal decision reached as a result of provisions in the Concession Agreement with respect to

disputes and arbitration;■ PGM intentionally extracts any mineral other than gold and associated minerals authorized by the Concession Agreement

without the approval of the Egyptian government; or■ PGM commits any material breach of the Concession Agreement.

If the Egyptian government deems that any one of the foregoing causes exists, the government is required to give PGM 90 days’ notice to remedy the defaults. If the default remains unremedied at the expiration of the grace period, the Egyptian government may terminate the Concession Agreement.

RISKS AND UNCERTAINTIESThe operations of the Company are speculative due to the high risk nature of its business which includes the acquisition, fi nancing, exploration, development and operation of mining properties. These risk factors could materially affect the Company’s future operations and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Calculation of Mineralisation, Resources and ReservesThere is a degree of uncertainty attributable to the calculation of mineralisation, resources and reserves and corresponding grades being mined or dedicated to future production. Until reserves or mineralisation are actually mined and processed, the quantity of mineralisation and reserve grades must be considered estimates only. In addition, the quantity of reserves and mineralisation may vary depending on commodity prices. Any material change in quantity of reserves, mineralisation, grade or stripping ratio may affect the economic viability of a project. In addition, there can be no assurance that recoveries from laboratory tests will be duplicated in tests under on-site conditions or during production.

InfrastructureMining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges and port facilities are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s activities and profi tability.

Title MattersAny changes in the laws of Egypt relating to mining could materially affect the rights and title to the interests held there by the Company. No assurance can be given that applicable governments will not revoke or signifi cantly alter the conditions of the applicable exploration and mining authorizations nor that such exploration and mining authorizations will not be challenged or impugned by third parties.


Regional surface sampling at Sukari



Mineral PricesFactors such as infl ation, foreign currency fl uctuation, interest rates, supply and demand and industrial disruption have an adverse impact on operating costs, commodity prices and stock market prices and on the Company’s ability to fund its activities. The Company’s possible revenues and share price can be affected by these and other factors which are beyond the control of the Company. The market price of minerals, including industrial minerals, is volatile and cannot be controlled. The Company’s ongoing operations are infl uenced by fl uctuation in the world gold price. If the price of gold or other minerals should drop signifi cantly, the economic prospects of the Company’s current project could be signifi cantly reduced or rendered uneconomic. There is no assurance that, even if commercial quantities of ore are discovered, a profi table market will continue to exist for the sale of products from that ore. Factors beyond the control of the Company may affect the marketability of any minerals discovered. Mineral prices have fl uctuated widely, particularly in recent years. The marketability of minerals is also affected by numerous other factors beyond the control of the Company, including government regulations relating to royalties, allowable production and importing and exporting of minerals, the effect of which cannot be accurately predicted.

Funding RequirementsMining exploration and development involves fi nancial risk and capital investment. The capital development of the Sukari Gold Project and the continuance of the Company’s development and exploration activities depend upon the Company’s ability to generate positive cash fl ows, obtain fi nancing through the joint venturing of projects, private and public equity project fi nancing, debt and/or other means. There is no assurance that the Company will be successful in obtaining additional fi nancing on a timely basis, or at all.

Uninsured RisksThe mining business is subject to a number of risks and hazards including environmental hazards, industrial accidents, labour disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, fl ooding, rock bursts, periodic interruptions due to inclement or hazardous weather conditions and other acts of God. Such risks could result in damage to, or destruction of, mineral properties or facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. The Company maintains insurance against certain risks associated with its business in amounts that it believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. There can be no assurance that such insurance will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting claim.

Foreign OperationsOperations, development and exploration activities carried out by the Company are or may be affected to varying degrees by taxes and government regulations relating to such matters as environmental protection, land use, water use, health, safety, labor, restrictions on production, price controls, currency remittance, maintenance of mineral rights, mineral tenure, and expropriation of property. There is no assurance that future changes in taxes or such regulation in the various jurisdictions in which the Company operates will not adversely affect the Company’s operations. Industrial disruptions, work stoppages and accidents in the course of the Company’s operations can result in future production losses and delays, which may adversely affect future profi tability. The Company’s principal asset is held outside of Australia in Egypt, North Africa. Although the operating environment in Egypt is considered favorable compared to that in other developing countries there are still political risks. The risks include, but are not limited to, terrorism, hostage taking, military repression, expropriation, extreme fl uctuations in currency exchange rates, high rates of infl ation and labor unrest. Changes in mining or investment policies or shifts in political attitudes may also adversely affect the Company’s business. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, maintenance of claims, environmental legislation, expropriation of property, land use, land claims of local people, water use and safety. The effect of these factors cannot be accurately predicted.

Exploration and Development RisksThe successful exploration and development of mineral properties is speculative and subject to a number of uncertainties which even a combination of careful evaluation, experience and knowledge may not eliminate. There is no certainty that the expenditures made or to be made by the Company in the exploration and development of its mineral properties or properties in which it has an interest will result in the discovery of mineralized materials in commercial quantities. Most exploration projects do not result in the discovery of commercially mineable deposits. While discovery of a base metal or precious metal bearing structure may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site.



It is impossible to ensure that exploration programs carried out by the Company will result in profi table commercial mining operations. The Company’s operations are subject to all of the hazards and risks normally incident to mineral exploration, mine development and operation, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. Hazards such as unusual or unexpected formations, pressures or other conditions may also be encountered.

Environmental and Other Regulatory RequirementsThe current or future operations of the Company, including development activities and, if warranted, commencement of production on properties in which it has an interest, require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health and safety, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. However, there can be no assurance that all permits which the Company may require for the conduct of mineral exploration and development can be obtained or maintained on reasonable terms or that such laws and regulations would not have an adverse effect on any such mineral exploration or development which the Company might undertake. Amendments to current laws, regulations and permits governing operations and activities of mineral exploration companies, or more stringent interpretation, implementation or enforcement thereof, could have a material adverse impact on the Company.

Mining and Investment PoliciesChanges in mining or investment policies or shifts in political attitude may adversely affect the Company’s business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, water use and safety regulations. The effect of these factors cannot be accurately predicted.

Hedging and Foreign ExchangeWhile hedging of commodity prices and exchange rates is possible, there is no guarantee that appropriate hedging will be available at an acceptable cost should the Company choose or need to enter into these types of transactions.

RELATED PARTY TRANSACTIONSThe related party transactions for fi nancial year ended 30 June 2008 are summarised below:■ Mr S El-Raghy and Mr J El-Raghy are also directors and shareholders of El-Raghy Kriewaldt Pty Ltd (“El-Raghy Kriewaldt”).

El-Raghy Kriewaldt provides offi ce premises to the Company. All dealings with El-Raghy Kriewaldt are in the ordinary course of business and on normal terms and conditions. Rent and offi ce outgoings paid to El-Raghy Kriewaldt during the year were A$62,118 (2007: A$56,384).

■ Mr S El-Raghy provides offi ce premises in Alexandria, Egypt to the Company. All dealings with Mr S El-Raghy are in the ordinary course of business and on normal terms and conditions. Rent and offi ce outgoings paid to Mr S El-Raghy during the year were GBP7,800 (2007: GBP7,800).

■ A director of the Company, Mr C Cowden has an interest as a director and shareholder of Cowden Limited, Insurance Brokers. This Company provides insurance broking services to the Company. All dealings with this Company are in the ordinary course of business and on normal terms and conditions. Cowden Limited was paid A$32,994 during the year (2007: A$20,708) for these services. In addition, amounts of A$203,259 (2007: A$114,109) were paid to Cowden Limited to be passed on to underwriters for premiums during the year.

■ A director of the Company, Mr G B Speechly is also a director and shareholder of Speechly Mining Pty Ltd, a mining consultancy company. During the fi nancial year, invoices totalling A$91,881 (2007: Nil) were paid to Speechly Mining Pty Ltd for work on the Sukari underground potential.

For further details of the related party transactions see Note 31 of the Notes to Financial Statements.

SUBSEQUENT EVENTSOther than as set out above there has not risen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely in the opinion of the Directors of the Company to affect signifi cantly the operations of the Company, the results of those operations, or the state of affairs of the consolidated entity in subsequent fi nancial years.


The Board of DirectorsCentamin Egypt Limited57 Kishorn RoadMt Pleasant WA 6153

22 September 2008

Dear Board Members

Centamin Egypt Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Centamin Egypt Limited.

As lead audit partner for the audit of the fi nancial statements of Centamin Egypt Limited for the fi nancial year ended 30 June 2008, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Keith JonesPartner Chartered Accountants

Deloitte Touche TohmatsuABN 74 490 121 060

Woodside PlazaLevel 14240 St Georges TerracePerth WA 6000GPO Box A46Perth WA 6837 Australia

DX 206Tel: +61 (0) 8 9365 7000Fax: +61 (0) 8 9365 7001www.deloitte.com.au

Member ofDeloitte Touche TohmatsuLiability limited by a scheme approved under Professional Standards Legislation.

Auditor Independence Declaration


Corporate Governance Statement

The Board of Directors of Centamin Egypt Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Centamin Egypt Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

To ensure the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of Directors, and for the operation of the Board.

Unless disclosed below, the best practice recommendations of both the ASX Corporate Governance Council, the AIM Rules for Companies (The Alternative Investment Market of the London Stock Exchange), the Combined Code On Corporate Governance and the best practice recommendations of the Toronto Stock Exchange and those prescribed under National Policy 58-201 –Corporate Governance Guidelines (“NP 58-201”) have been applied for the entire fi nancial year ended 30 June 2008. Where there has been any variation from the recommendations it is because the Board believes that the Company is not as yet of a size, nor are its fi nancial affairs of such complexity to justify some of those recommendations and as such those practices continue to be the subject of the scrutiny of the full Board.

The Company is in the process of reviewing the Corporate Governance policies to ensure compliance with the ASX Corporate Governance Principles and Recommendations 2nd Edition, as well as the Combined Code on Corporate Governance and National Policy 58-201 - Corporate Governance Guidelines. Upon the completion of this review and subsequent Board approval of the new and amended policies and charters, it is anticipated that the Company will create a separate “Corporate Governance” section on the Company’s website.

Board Composition:The Board comprises eight Directors, of whom the Chairman, the Managing Director/CEO and the Executive Director of Operations are the only Executive Directors. Both the ASX Listing Rules, the Combined Code on Corporate Governance and NP 58-201 favour that the Chairman be an independent Director, however as Mr Sami El-Raghy has been primarily based in Egypt during this stage of the Company’s development, where his knowledge of the Company’s projects, the Egyptian language, culture and government contacts are invaluable, the Board believe that his role and status be both as an Executive and as Chairman.

The skills, experience and expertise relevant to the position of each Director who is in offi ce at the date of the annual report, their attendances at meetings and their term of offi ce are detailed in the Directors’ Report. The majority of the Board are independent Directors, the names of the Directors of the Company in offi ce at the date of this statement are:

Name Position Committees

Sami El-Raghy Chairman - Executive Director -

Josef El-Raghy Managing Director/CEO -

Trevor Schultz Executive Director of Operations -

Colin N Cowden Independent Director Audit CommitteeRemuneration Committee

G Brian Speechly Independent Director -

Thomas G Elder Independent Director Remuneration CommitteeCompliance/Corporate Governance Committee

H Stuart Bottomley Independent Director Audit CommitteeCompliance/Corporate Governance Committee

G Robert T Bowker Independent Director Audit CommitteeRemuneration CommitteeCompliance/Corporate Governance Committee

54 Centamin Egypt Limited Annual Report 2008

When determining whether a Director is independent, the Board has determined that the Director must not be an Executive and:

■ is not a substantial shareholder of the Company or an offi cer of, or otherwise associated directly with, a substantial shareholder of the Company;

■ within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;

■ within the last three years has not been a principal or employee of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;

■ is not a material supplier or customer of the Company or other group member, or an offi cer of or otherwise associated directly or indirectly with a signifi cant supplier or customer;

■ has no material contractual relationship with the Company or Group other than as a Director of the Company;■ is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially

interfere with the Director’s ability to act in the best interests of the Company.

Independent Directors have the right to seek independent professional advice in the furtherance of their duties as Directors, at the Company’s expense. Written approval must be obtained from the Managing Director prior to incurring expenses on behalf of the Company.

S El-Raghy, J El-Raghy, C Cowden and G B Speechly are also Directors of the wholly owned subsidiary companies, Pharaoh Gold Mines NL, Viking Resources Ltd, and North African Resources NL. J El-Raghy and T Elder are also Directors of the subsidiary Company, Centamin Limited.

The Board and Board Nominations:The Company does not presently operate a nomination committee however as the Company approaches the development of the Sukari project and as it shifts its corporate profi le increasingly towards the capital markets of Europe, the Board is establishing guidelines for the future nomination and selection of potential new directors. In the interim, the full Board (subject to members voting rights in general meeting) is responsible for selection of new members and has regard to a candidate’s experience and competence in areas such as mining, exploration, geology, fi nance and administration that can assist the Company in meeting its corporate objectives and plans.

Under the Company’s Constitution:■ the maximum number of Directors on the Board is ten;■ a Director (other than the Managing Director) may not retain offi ce for more than three years without submitting for re-

election; and■ at the Annual General Meeting each year effectively one third of the Directors in offi ce (other than the Managing Director)

retire by rotation and must seek re-election by shareholders.

Meetings of Independent Directors:The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Although the Corporation has not implemented formal structures or procedures for the independent functioning of the board of directors, the board of directors believes that it operates independently of management. Individual directors may engage outside advisors at the expense of the Corporation upon approval by the board of directors in appropriate circumstances.

Position Descriptions:The board of directors has not developed written position descriptions for the Chairman of the board of directors, the Chair of each board committee or the Chief Executive Offi cer.

Orientation and Continuing Education:The Corporation does not provide a formal orientation or education program for new directors; however, new board members receive an orientation package which includes reports on operations and results and public disclosure fi lings by the Corporation. Board of directors’ meetings is combined with presentations by the Corporation's management and employees to give the directors additional insight into the Corporation's business. In addition, management of the Corporation makes itself available for discussion with all members of the board of directors.




Securities Trading Policy:The Company has not as yet adopted a formal securities trading policy however the Directors and employees are restricted from acting on material information until it has been released to the market in accordance with the ASX requirements of continuous disclosure. Furthermore the ability of Directors and certain employees of AIM listed companies to deal in the Company’s securities is restricted in a number of ways, by statute, common law and by Rule 21 of the AIM Rules. This rule imposes restrictions beyond those imposed by law in that the Directors and certain employees and persons connected with them do not abuse and do not place themselves under suspicion of abusing price-sensitive information that they have or are thought to have, especially in periods leading up to announcement of results (close periods).

Remuneration Committee and Policies:The Remuneration Committee comprises Dr Tom Elder (Chairman), Mr Colin Cowden and Professor Robert Bowker, all independent Directors.

All compensation arrangements for Directors and Senior Executives are determined by the Remuneration Committee and approved by the Board, after taking into account the current competitive rates prevailing in the market.

The amount of remuneration for all Directors including the full remuneration packages, comprising all monetary and non-monetary components of the Executive Directors and Executives, are detailed in the Directors’ Report.

All Executives receive base salary and superannuation (if applicable) and in some cases, performance incentives and fringe benefi ts. Executives and staff, if invited by the Board of Directors, may participate in the Employee Option Plan. These packages are reviewed on an ongoing basis and in some cases are reviewed against predetermined performance criteria.

All remuneration paid to executives is valued at the cost to the Company and is measured in accordance with the applicable accounting standards. Shares issued to Executives are valued as the difference between the market price of those shares and the amount paid by the Executive. Options are valued using the Black-Scholes methodology.

The Board expects that the remuneration structure that is implemented will result in the Company being able to attract and retain the best Executives to manage the economic entity. It will also provide the Executives with the necessary incentives to work to grow long-term shareholder value.

The Board can exercise its discretion in relation to approving incentives, bonuses and options and can recommend changes to the Committee’s recommendations.

There are no schemes for retirement benefi ts other than statutory superannuation for independent Directors.

External auditors:The auditors of the Company, Deloitte Touche Tohmatsu (“Deloitte”), have open access to the Board of Directors at all times. Deloitte have audited the Company and its subsidiaries for a number of years and have adopted a policy of rotating audit partners every fi ve years. The last rotation of the audit partner occurred during the fi nancial year ended 30 June 2003.

Deloitte do attend the Company’s Annual General Meeting and it is consistent with their current business practice, and is in accordance with s250RA of the Corporations Act 2001.

Audit Committee:The Audit Committee comprises Mr Colin Cowden (Chairman), Mr Stuart Bottomley and Professor Robert Bowker, all independent Directors of the Company.

The Company has a duly constituted Audit Committee which comprises two Australia based independent Directors and one UK resident director whose names, qualifi cations and attendances are included in the Directors’ Report. The responsibilities of the Audit Committee are laid out in its Charter, and amongst other things, includes the responsibility to ensure that an effective internal control framework exists within the entity, and to produce quarterly, half yearly and annual fi nancial statements. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of fi nancial information as well as non-fi nancial considerations. A copy of the charter is available by request.


Compliance/Corporate Governance Committee:The Compliance/Corporate Governance Committee was established on 28 May 2008, and comprises Mr Stuart Bottomley (Chairman), Professor Robert Bowker and Dr Tom Elder.

The Committee shall assist the Board in fulfi lling its fi duciary responsibilities by making recommendations to the Board with respect to the formulation or re-formulation of and implementation, maintenance and monitoring of the Company’s Corporate Compliance Program and Code of Conduct as may be modifi ed, supplemented or replaced from time to time, designed to ensure compliance with Corporate policies and legal rules and regulations. Fundamental to the Company’s corporate governance policy and practice is that all directors and employees refl ect Centamin’s key values of accountability, fairness, integrity and openness. The Committee shall oversee the Company's activities in the area of corporate compliance that may impact the Company's business operations or public image, in light of applicable government and industry standards, legal and business trends and public policy issues. It will pay particular attention to health and safety, environmental, archaeological and social responsibility issues addressed by the Company.

Mandate of the Board of Directors:The board of directors supervises the management of the business and affairs of the Corporation. The board of directors assumes responsibility for the stewardship of the Corporation, including the areas described below:

■ Strategic Planning: The board of directors regularly reviews and approves strategic plans and initiatives of the Corporation at board of directors meetings, and otherwise as required.

■ Risk Assessment: The board of directors has primary responsibility to identify principal risks in the Corporation’s business and ensure the implementation of appropriate systems to manage these risks. See “Managing Risks” below.

■ Succession Planning: The board of directors is responsible for succession planning, including the appointment, training and monitoring of senior management.

■ Communications: The board of directors oversees the Corporation’s public communications with shareholders and others interested in the Corporation.

■ Internal Controls: The board of directors and the audit committee of the board of directors oversees the Corporation’s internal control and management information systems.

In addition to its general oversight responsibilities, signifi cant transactions out of the ordinary course of the Corporation’s business or which may be material to the Corporation are considered and approved by the board of directors. The board of directors generally has at least six regularly scheduled meetings in each fi nancial year. Additional meetings may be held depending upon opportunities or issues to be dealt with by the Corporation from time to time. During the fi nancial year ended 30 June 2008, the board of directors held seven (7) meetings, and considered and passed eleven (11) circular resolutions pursuant to Clause 15.10 of the Company’ Constitution.

Managing risks:The Board meets regularly to evaluate, control, review and implement the Company’s operations and objectives.

Regular controls established by the Board include:

■ detailed monthly fi nancial reporting;

■ delegation of authority to the Managing Director to ensure approval of expenditure obligations;

■ implementation of operating plans, cash fl ows and budgets by management and Board monitoring of progress against projections; and

■ procedures to allow Directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants.

Though the Board does not yet have a formal policy on risk oversight and management, the Board recognises the need to identify areas of signifi cant business risk and to develop and implement strategies to mitigate these risks.



Commitment to stakeholders & ethical standards The Board supports the highest standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and objectivity in relation to:

■ Compliance with laws and regulations affecting the Company’s operations;■ ASX Corporate Governance, the AIM Rules for Companies, the Combined Code On Corporate Governance, and NP 58-201;■ Employment practices;■ Responsibilities to the community;■ Responsibilities to the individual;■ The environment;■ Confl ict of interests;■ Confi dentiality;■ Ensure that shareholders and the fi nancial community are at all times fully informed in accordance with the spirit and letter

of the ASX’s continuous disclosure requirements, the AIM Rules for Companies and the Canadian Securities Administrators’ National Instrument 51-102;

■ Corporate opportunities or opportunities arising from these for personal gain or to compete with the Company;■ Protection of and proper use of the Company’s assets; and■ Active promotion of ethical behaviour.

The Company has a formal Code of Conduct, which all directors, employees and contractors are required to observe, and a range of corporate policies which detail the framework for acceptable corporate behaviour. These set out the procedures that personnel are required to follow in a range of areas, including compliance with the law, dealing with confl icts of interest, use of knowledge and information, gifts and entertainment etc. The Company’s policy is reviewed periodically. A copy of the Code of Conduct is available by request.

Monitoring of the Board’s Performance and Communication to ShareholdersIn order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is constantly reviewed by the Chairman. The Company does not presently have an evaluation of the Board, and all the Board members, performed by an independent consultant.

The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Directors. Information is communicated to the shareholders through:

■ the Annual Report which is distributed to all shareholders;■ the availability of the Company’s Quarterly Report to shareholders so requesting;■ the Half-Yearly Report distributed to shareholders so requesting;■ adherence to continuous disclosure requirements;■ the Annual General Meeting and other meetings so called to obtain shareholder approval for Board action as appropriate; and■ the provision of the Company's website containing all of the above mentioned reports and its constant update and

maintenance.

The Board recognises the importance of keeping the market fully informed of the Company’s activities and of communicating openly and clearly with all stakeholders. The Company has a formal Continuous Disclosure Policy in place to ensure that this occurs. A copy of this Policy is available by request. In accordance with the Policy, Company information considered to be material is announced immediately through the ASX, AIM and TSX. All key communications are placed immediately on the Company website, and when necessary, provided directly to shareholders.

Statement by the Managing Director and Chief Financial Offi cerThe Managing Director and Chief Financial Offi cer confi rm to the board that the group’s fi nancial position presents a true and fair view and that the fi nancial statements are founded on a sound system of risk management, internal compliance and control. Further, it is confi rmed that the groups risk management and internal compliance is operating effi ciently and effectively.



Independent Auditor’s Report

Independent Auditor’s Reportto the Members of Centamin Egypt Limited

Report on the Financial Report We have audited the accompanying fi nancial report of Centamin Egypt Limited, which comprises the balance sheet as at 30 June 2008, and the income statement, cash fl ow statement and statement of changes in equity for the year ended on that date, a summary of signifi cant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the fi nancial year as set out on pages 61 to 96.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the fi nancial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the fi nancial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 3, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the fi nancial report, comprising the fi nancial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the fi nancial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the fi nancial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial report.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Deloitte Touche TohmatsuABN 74 490 121 060

Woodside PlazaLevel 14240 St Georges TerracePerth WA 6000GPO Box A46Perth WA 6837 Australia

DX 206Tel: +61 (0) 8 9365 7000Fax: +61 (0) 8 9365 7001www.deloitte.com.au

Member ofDeloitte Touche TohmatsuLiability limited by a scheme approved under Professional Standards Legislation.


Auditor’s Independence Declaration

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion:

(a) the fi nancial report of Centamin Egypt Limited is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the company’s and consolidated entity’s fi nancial position as at 30 June 2008 and of their performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

(b) the fi nancial report also complies with International Financial Reporting Standards as disclosed in Note 3.

Report on the Remuneration Report We have audited the Remuneration Report included in pages 35 to 39 of the directors’ report for the year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Centamin Egypt Limited for the year ended 30 June 2008, complies with section 300A of the Corporations Act 2001.

DELOITTE TOUCHE TOHMATSU

Keith JonesPartner Chartered Accountants


Independent Auditor’s Report


The directors declare that:

a) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

b) in the directors’ opinion, the attached fi nancial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the fi nancial position and performance of the Company and the consolidated entity; and

c) the directors’ have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors made pursuant to s. 295(5) of the Corporations Act 2001.

On behalf of the Directors

Sami El-Raghy

Chairman


Directors’ Declaration


Income Statementfor the fi nancial year ended 30 June 2008

Consolidated Company Note 2008 2007 2008 2007 $ $ $ $

Revenue 5 6,789,038 2,815,271 8,211,137 3,753,074Other income 5 201,780 443,468 - -Foreign exchange gain 6 3,427,047 9,655,400 4,273,590 9,336,613General and administration 6 (3,431,643) (2,262,901) (3,077,627) (2,027,104)Depreciation 6 (308,761) (384,198) (25,645) (22,813)Share based payments 6 (2,030,473) (3,376,854) (2,030,473) (3,376,854)

Profi t before tax 4,646,988 6,890,186 7,350,982 7,662,916Income tax expense 7 (443,869) - (488,772) -

Net profi t for the year 4,203,119 6,890,186 6,862,210 7,662,916

Earnings Per Share: Basic (cents per share) 25 0.514 1.113Diluted (cents per share) 25 0.510 1.097

Notes to the fi nancial statements are included on pages 67 to 96.


Balance Sheetas at 30 June 2008

Consolidated Company Note 2008 2007 2008 2007 $ $ $ $CURRENT ASSETSCash and cash equivalents 26(a) 182,328,604 136,501,015 154,197,815 132,492,403Trade and other receivables 9 24,753 86,894 11,831 29,042Inventories 10 2,584,430 140,400 - -Prepayments 11 591,518 7,406 - -

Total current assets 185,529,305 136,735,715 154,209,646 132,521,445

NON-CURRENT ASSETSTrade and other receivables 9 - - 201,756,582 79,528,283Plant and equipment 12 37,801,586 12,067,244 37,027 61,401Other fi nancial assets 13 - - 4,501,853 4,501,853Exploration, evaluation and development 14 137,166,299 69,915,454 293,425 270,235

Total non-current assets 174,967,885 81,982,698 206,588,887 84,361,772

Total assets 360,497,190 218,718,413 360,798,533 216,883,217

CURRENT LIABILITIESTrade and other payables 15 5,687,063 5,910,093 8,987 13,048Current tax liabilities 443,869 - 488,772 -Provisions 16 737,192 457,876 50,727 35,599

Total current liabilities 6,868,124 6,367,969 548,486 48,647

NON-CURRENT LIABILITIESTrade and other payables 15 150,000 150,000 - -Provisions 16 522,236 - - -

Total non-current liabilities 672,236 150,000 - -

Total liabilities 7,540,360 6,517,969 548,486 48,647

Net assets 352,956,830 212,200,444 360,250,047 216,834,570

EQUITYIssued capital 17 352,947,841 217,915,069 352,947,841 217,915,069Reserves 18 7,568,235 6,047,740 8,058,351 6,537,856Accumulated losses (7,559,246) (11,762,365) (756,146) (7,618,355)

Total equity 352,956,830 212,200,444 360,250,047 216,834,570



Consolidated 2008

Issued Other Share Options Accumulated Capital Reserves Reserve Losses Total $ $ $ $ $

Balance as at 30 June 2007 217,915,069 2,294,794 3,752,946 (11,762,365) 212,200,444

Profi t for the year - - - 4,203,119 4,203,119

Total recognised income and expense - - - 4,203,119 4,203,119Recognition of share based payments - - 4,083,371 - 4,083,371Transfer from share options reserve 2,562,876 - (2,562,876) - -Issues of shares under ESOP* 1,959,061 - - - 1,959,061Issues of shares 139,851,635 - - - 139,851,635Share issue costs (9,340,800) - - - (9,340,800)


Consolidated 2007


Balance as at 30 June 2006 94,219,681 2,294,794 433,192 (18,646,792) 78,300,875

Exchange rate differences on translation of foreign operations - - - (5,759) (5,759)

Net income recognised directly in equity - - - (5,759) (5,759)


Total recognised income and expense - - - 6,884,427 6,884,427Recognition of share based payments - - 3,386,642 - 3,386,642Transfer from share options reserve 66,888 - (66,888) - -Issues of shares under ESOP* 378,315 - - - 378,315Issues of shares 130,949,999 - - - 130,949,999Share issue costs (7,699,814) - - - (7,699,814)


* Employee share option plan

Statement of Changes in Equityfor the fi nancial year ended 30 June 2008


Company 2008




Total recognised income and expense - - - 6,862,210 6,862,210Recognition of share based payments - - 4,083,371 - 4,083,371Transfer from share options reserve 2,562,876 - (2,562,876) - -Issues of shares under ESOP* 1,959,061 - - - 1,959,061Issues of shares 139,851,635 - - - 139,851,635Share issue costs (9,340,800) - - - (9,340,800)

Balance as at 30 June 2008 352,947,841 2,784,910 5,273,441 (756,145) 360,250,047

Company 2007


Balance as at 30 June 2006 94,219,681 2,784,910 433,192 (15,273,878) 82,163,905

Exchange rate differences on translation of foreign operations - - - (7,393) (7,393)

Total recognised income and expense - - - (7,393) (7,393)


Total recognised income and expense - - - (7,655,523) (7,655,523)Recognition of share based payments - - 3,386,642 - 3,386,642Transfer from share options reserve 66,888 - (66,888) - -Issues of shares under ESOP* 378,315 - - - 378,315Issues of shares 130,949,999 - - - 130,949,999Share issue costs (7,699,814) - - - (7,699,814)


* Employee share option plan


Statement of Changes in Equityfor the fi nancial year ended 30 June 2008


Consolidated Company Note 2008 2007 2008 2007 $ $ $ $Cash fl ows from operating activitiesInterest received 6,789,038 2,815,271 6,564,638 2,709,620Other income 201,780 - 1,840 -Receipts from subsidiaries - - 1,644,659 1,043,454Payments for exploration & evaluation (12,804,980) (10,351,370) (23,290) -Payments to suppliers and employees (3,436,495) (2,803,357) (3,049,249) (2,042,999)

Net cash (used in)/generated by operating activities 26(b) (9,250,657) (10,339,456) 5,138,598 1,710,075

Cash fl ows from investing activitiesPayment for plant and equipment (27,168,103) (11,936,084) (1,271) (28,713)Advances to subsidiaries - - (122,224,880) (45,549,839)Payments for development (56,129,332) (18,945,744) - -

Net cash used in investing activities (83,297,435) (30,881,828) (122,226,151) (45,578,552)

Cash fl ows from fi nancing activitiesProceeds from the conversion of options 1,959,061 378,315 1,959,061 378,315Proceeds from issues of shares 139,851,635 130,949,999 139,851,635 130,949,999Share issue costs (7,287,901) (7,548,091) (7,287,901) (7,548,091)

Net cash provided by fi nancing activities 134,522,795 123,780,223 134,552,795 123,780,223

Net increase in cash and cash equivalents 41,974,703 82,558,939 17,435,242 78,911,746Cash and cash equivalents at the beginning of the fi nancial year 136,501,015 44,513,500 132,492,403 45,803,343

Effect of exchange rate changes on the balance of cash held in foreign currencies 3,852,886 9,428,576 4,270,170 9,497,398

Cash and cash equivalents at the end of the fi nancial year 182,328,604 136,501,015 154,197,815 132,492,403


Cash Flow Statementfor the fi nancial year ended 30 June 2008


1. General informationCentamin Egypt Limited (the Company) is a listed public company, incorporated in Australia and operating in Egypt.

Registered Offi ce Principal Place of Business57 Kishorn Road 361 El-Horreya RoadMount Pleasant WA 6153 Sedi GaberAustralia Alexandria, EgyptTel: + 61 8 9316 2640 Tel: + 203 5411 259

2. Adoption of new and revised accounting standardsIn the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. Details of the impact of the adoption of these new accounting standards are set out in the individual accounting policy notes set out below. The Group has also adopted the following Standards as listed below which only impacted on the Group’s fi nancial statements with respect to disclosure:

■ AASB 101 ‘Presentation of Financial Statements (revised October 2006)■ AASB 7 ‘Financial Instruments: Disclosures’

At the date of authorisation of the fi nancial report, the following Standards and Interpretations were in issue but not yet effective.

Initial application of the following Standards will not affect any of the amounts recognised in the fi nancial report, but will change the disclosures presently made in relation to the Group and the Company’s fi nancial report:

StandardEffective for annual reporting periods beginning on or after

Expected to be initially applied in the fi nancial year ending

AASB 101 ‘Presentation of Financial Statements’ (revised September 2007), AASB 2007-8 ‘Amendments to Australian Accounting Standards arising from AASB 101’

1 January 2009 30 June 2010

AASB 8 ‘Operating Segments’, AASB 2007-3 ‘Amendments to Australian Accounting Standards arising from AASB 8’


Initial application of the following Standards is not expected to have any material impact on the fi nancial report of the Group and the Company:



AASB 123 ‘Borrowing Costs’ (revised), AASB 2007-6 ‘Amendments to Australian Accounting Standards arising from AASB 123’


AASB 3 ‘Business Combinations’ (2008), AASB 127 ‘Consolidated and Separate Financial Statements’ and AASB 2008-3 ‘Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127’

AASB 3 (business combinations occurring after the beginning of annual reporting periods beginning 1 July 2009), AASB 127 and AASB 2008-3 (1 July 2009)

30 June 2010

AASB 2008-1 ‘Amendments to Australian Accounting Standard - Share-based Payments: Vesting Conditions and Cancellations’


AASB 2008-2 ‘Amendments to Australian Accounting Standards - Puttable Financial Instruments and Obligations arising on Liquidation’


Notes to the Financial Statementsfor the fi nancial year ended 30 June 2008




AASB 2008-5 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Project’


AASB 2008-6 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project’

1 July 2009 30 June 2010

AASB 2008-7 ‘Amendments to Australian Accounting Standards - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate’


AASB Interpretation 12 ‘Service Concession Arrangements’, AASB Interpretation 4 ‘Determining whether an Arrangement contains a Lease’ (revised), AASB Interpretation 129 ‘Service Concession Arrangements: Disclosure’ (revised), AASB 2007-2 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 12’


AASB Interpretation 13 ‘Customer Loyalty Programmes’

1 July 2008 30 June 2009

AASB Interpretation 14 ‘AASB 119 - The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and their Interaction’


AASB Interpretation 15 ‘Agreements for the Construction of Real Estate’


AASB Interpretation 16 ‘Hedges of a Net Investment in a Foreign Operation’

1 October 2008 30 June 2010

3. Summary of signifi cant accounting policies Statement of Compliance

The fi nancial report is a general purpose fi nancial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The fi nancial report includes the separate fi nancial statements of the company and the consolidated fi nancial statements of the Group. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with A-IFRS ensures that the fi nancial statements and notes of the company and the Group comply with International Financial Reporting Standards (‘IFRS’).

The fi nancial statements were authorised for issue by the directors on 22 September 2008.

(a) Basis of PreparationThis fi nancial report is denominated in United States Dollars (unless otherwise stated).

The fi nancial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and fi nancial instruments. Cost is based on the fair values of the consideration given in exchange for assets.

In the application of A-IFRS management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may different 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.



Judgments made by management in the application of A-IFRS that have signifi cant effects on the fi nancial statements and estimates with a signifi cant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the fi nancial statements.

Accounting policies are selected and applied in a manner which ensures that the resulting fi nancial information satisfi es the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported.

The following signifi cant policies have been adopted in the preparation and presentation of the fi nancial report:

(b) Cash and Cash EquivalentsCash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value.

(c) Financial Instruments Issued by the CompanyDebt and equity instruments are classifi ed as either liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Other fi nancial liabilities

Other fi nancial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other fi nancial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a fi nancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the fi nancial liability, or, where appropriate, a shorter period.

(d) Employee Benefi tsA liability is recognised for benefi ts accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefi ts expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefi ts which are not expected to be settled within 12 months are measured as the present value of the estimated future cash fl ows to be made by the consolidated entity in respect of services provided by employees up to reporting date.

Superannuation

The Company contributes to, but does not participate in, compulsory superannuation funds on behalf of the Employees and Directors in respect of salaries and directors’ fees paid. Contributions are charged against income as they are made.

(e) Exploration, Evaluation and Development ExpenditureExploration and evaluation expenditures in relation to each separate areas of interest, are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfi ed:

i) the rights to tenure of the area of interest are current; and

ii) at least one of the following conditions is also met:

a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or

b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and signifi cant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploration drilling, trenching and sampling and associated activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.



Exploration and evaluation assets are assessed for impairment when facts and circumstances (as defi ned in AASB 6 “Exploration for and Evaluation of Mineral Resources”) suggest that the carrying amount of exploration and evaluation assets may exceed its recoverable amount. The recoverable amount of the exploration and evaluation assets (or the cash-generating unit(s) to which it has been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent 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 in previous years.

Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment, reclassifi ed to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

Development expenditure is recognised at cost less accumulated amortisation and any impairment losses. When commercial production in an area of interest has commenced, the associated costs are amortised over the estimated economic life of the mine on a units of production basis.

Changes in factors such as estimates of proved and probable reserves that affect unit-of-production calculations are dealt with on a prospective basis.

(f) Financial AssetsInvestments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those fi nancial assets classifi ed as at fair value through the profi t or loss which are initially measured at fair value

Subsequent to initial recognition, investments in subsidiaries are measured at cost in the company fi nancial statements.

Other fi nancial assets are classifi ed into the following specifi ed categories: fi nancial assets ‘at fair value through profi t or loss’, ‘held to maturity investments’, available for sale” fi nancial assets, and ‘loans and receivables’. The classifi cation depends on the nature and purpose of the fi nancial assets and is determined at the time of initial recognition.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a fi nancial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimate future cash receipts through the expected life of the fi nancial asset, or, where appropriate, a shorter period.

Interest income is recognised on an effective interest rate basis for debt instruments other than those fi nancial assets ‘at fair value through profi t and loss’.

Loans and receivables

Trade receivables, loans and other receivables that have fi xed or determinable payments that are not quoted in an active market are classifi ed as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest rate method less impairment.

Interest is recognised by applying the effective interest rate.

Impairment of fi nancial assets

Financial assets, other than those at fair value through profi t or loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that as a result of one or more events that occurred after the initial recognition of the fi nancial asset the estimated future cash fl ows of the investment have been impacted. For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profi t or loss.



With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss is recognised directly in equity.

(g) Foreign CurrencyThe individual fi nancial statements of each group entity are presented in its functional currency being the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated fi nancial statements, the results and fi nancial position of each entity are expressed in United States dollars, which is the functional currency of Centamin Egypt Limited and the presentation currency for the consolidated fi nancial statements.

The presentation currency for the consolidated fi nancial statements was changed from Australian dollars to United States dollars effective 01 July 2007 and comparative disclosures have been made translated and presented in United States dollars accordingly.

In the prior fi nancial year, the functional currency for the Company and its subsidiaries changed to United States Dollars effective from 01 April 2007, following successful listing on the Toronto Stock Exchange thereby enabling the Company to complete a substantial capital raising providing the majority of the funds required to commence construction activity for the Sukari Gold Project in Egypt. This change in functional currency from Australian Dollars to United States Dollars was applicable to all entities within the consolidated group.

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on 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 profi t or loss in the period in which they arise.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after the date of transition to A-IFRS are treated as assets and liabilities of the foreign entity and translated at exchange rates prevailing at the reporting date. Goodwill arising on acquisitions before the date of transition to A-IFRS is treated as an Australian dollar denominated asset.

(h) Goods and Services TaxRevenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

i. Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

ii. For receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash fl ows are included in the cash fl ow statement on a gross basis. The GST component of cash fl ows arising from investing and fi nancing activities which is recoverable from, or payable to, the taxation authority is classifi ed as operation cash fl ows.

(i) Impairment of Assets (Other Than Exploration and Evaluation and Financial Assets)At each reporting date, the consolidated entity 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 fl ows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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 fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessment of the time value of money and the risks specifi c to the asset for which the estimates of future fl ows 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. Each cash generated unit is determined on an area of interest basis.

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 only to the extent 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.

(j) InventoriesInventories are valued at the lower of cost and net realisable value. Costs including an appropriate portion of fi xed and variable overhead expenses, are assigned to inventory on hand by the method appropriate to each particular class of inventory, with the majority being valued on a weighted average cost basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale.

(k) Joint Venture Arrangements

Jointly controlled assets

Interests in jointly controlled assets in which the Group is a venturer (and so has joint control) are included in the fi nancial statements by recognising the Group’s share of jointly controlled assets (classifi ed according to their nature), the share of liabilities incurred (including those incurred jointly with other venturers) and the Group’s share of expenses incurred by or in respect of each joint venture.

The Group’s interests in assets where the Group does not have joint control are accounted for in accordance with the substance of the Group’s interest. Where such arrangements give rise to an undivided interest in the individual assets and liabilities of the joint venture, the Group recognises its undivided interest in each asset and liability and classifi es and presents those items according to their nature.

Jointly controlled operations

Where the Group is a venturer (and so has joint control) in a jointly controlled operation, the Group recognises the assets that it controls and the liabilities that is incurs, along with the expenses that it incurs and the Group’s share of the income that it earns from the sale of goods or services by the joint venture.

(l) Leased AssetsLeased assets are classifi ed as fi nance leases when the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classifi ed as operating leases.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where other systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

(m) Plant and EquipmentPlant and equipment, and equipment under fi nance lease are stated at cost less accumulated depreciation and impairment. Plant and equipment will include capitalised development expenditure. Cost includes expenditure that is directly attributable to the acquisition of the item as well as the estimated cost of abandonment. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is provided on plant and equipment. Fixed assets are calculated on a straight line basis so as to write off the net cost or other re-valued amount of each asset over its expected useful life to its estimated residual value.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the affect of any changes recognised on a prospective basis.

The following estimated useful lives are used in the calculation of depreciation:

Plant & Equipment & Offi ce Equipment - 4 - 10 years

Motor Vehicles - 2 - 8 years

Land & Buildings - 4 - 20 years



(n) RevenueRevenue is measured at the fair value of the consideration received or receivable.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the fi nancial asset to that asset’s net carrying amount.

(o) Principles of ConsolidationThe consolidated fi nancial statements are prepared by combining the fi nancial statements of all the entities that comprise the consolidated entity, being the company (the parent entity) and its subsidiaries as defi ned in Accounting Standard AASB 127 “Consolidated and Separate Financial Statements”. Consistent accounting policies are employed in the preparation and presentation of the consolidated fi nancial statements.

The consolidated fi nancial statements include the information and results of each subsidiary from the date on which the company obtains control and until such time as the company ceases to control such entity. Control is achieved where the Company has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities.

In preparing the consolidated fi nancial statements, all intercompany balances and transactions, and unrealised profi ts arising within the consolidated entity are eliminated in full.

(p) Share-Based PaymentsEquity-settled share-based payments granted are measured at fair value at the date of grant. Fair value is measured under the Black and Scholes model. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the consolidated entity’s estimate of shares that will eventually vest.

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. Further details on how the fair value of equity-settled share-based transactions has been determined can be found in note 28. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profi t or loss over the remaining vesting period, with corresponding adjustment to the equity-settled employee benefi ts reserve.

(q) TaxationCurrent tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profi t or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the fi nancial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that suffi cient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profi t.

Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/consolidated entity intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.



Tax Consolidation

The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. Centamin Egypt Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate fi nancial statements of the members of the tax-consolidated group using the “separate taxpayer within group” approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group are recognised by the company (as the head entity in the tax-consolidated group).

Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the company and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. Further information about the tax funding arrangement is detailed in Note 7 to the fi nancial statements. Where the tax contribution amount recognised by each member of the tax-consolidated group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the difference is recognised as a contribution to (or distribution to) equity participants.

(r) Restoration and RehabilitationA provision for restoration and rehabilitation is recognised when there is a present obligation as a result of exploration, development and production activities undertaken, it is probable that an outfl ow of economic benefi ts will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of dismantling and removal of facilities, restoration and monitoring of the affected areas. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future restoration costs are reviewed annually and any changes in the estimate are refl ected in the present value of the restoration provision at each reporting date.

The initial estimate of the restoration and rehabilitation provision relating to exploration, development and mining production activities is capitalised into the cost of the related asset and amortised on the same base as the related asset, unless the present obligation arises from the production of the inventory in the period, in which case the amount is included in the cost of production for the period. Changes in the estimate of the provision of restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of discounting on the provision is recognised as a fi nance cost rather than being capitalised into the cost of the related asset.

4. Critical accounting judgements and key sources of estimation uncertaintyIn the application of the Group’s accounting policies, which are described in Note 3, management is required to make judgements, estimates, and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. 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 Judgements in Applying the Entity’s Accounting PoliciesThe following are the critical judgements that management has made in the process of applying the Group’s accounting policies and that have the most signifi cant effect on the amounts recognised in the fi nancial statements:

(a) Impairment of Inter Company LoansThe Company made loans and advances to its subsidiaries as detailed in Note 9 to the fi nancial statements. These loans and advances were established for the purpose of routing funds out of Australia to fund exploration and resource development in Egypt. The recovery of these loans and advances is entirely dependent upon returns from the successful development of mining operations in Egypt or from surpluses from the sale of either the subsidiary companies or their projects.

(b) Recovery of Capitalised Exploration Evaluation and Development ExpenditureThe Group capitalises exploration, evaluation and development expenditure incurred on ongoing projects. The recoverability of this capitalised exploration expenditure is entirely dependent upon returns from the successful development of mining operations or from surpluses from the sale of the projects or the subsidiary companies that control the projects. At the point that it is determined that any capitalised exploration expenditure is defi nitely not recoverable, it is written off.




(c) Provision for restoration and rehabilitation costsThe Group is required to decommission, rehabilitate and restore mines and processing sites at the end of their producing lives to a condition acceptable to the relevant authorities. The provision has been calculated taking into account the estimated future obligations including the costs of dismantling and removal of facilities, restoration and monitoring of the affected areas. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date

5. RevenueAn analysis of the consolidated entity’s and Company’s revenue for the year, from continuing operations, is as follows:

Consolidated Company 2008 2007 2008 2007 $ $ $ $

Interest revenue:Bank deposits 6,789,038 2,815,271 6,564,638 2,709,595

6,789,038 2,815,271 6,564,638 2,709,595Other revenue: Intercompany management fees - - 1,644,659 1,043,479 Other 201,780 443,468 1,840 -

201,780 443,468 1,646,499 1,043,479

6,990,818 3,258,739 8,211,137 3,753,074

6. Profi t for the yearProfi t for the year has been arrived at after charging the following gains and expenses:

Gains and LossesForeign exchange gain 3,427,047 9,655,400 4,273,590 9,336,613

3,427,047 9,655,400 4,273,590 9,336,613

ExpensesGeneral and administration: Employee entitlements (238,080) (186,844) (9,515) (2,290) Salary and wages (204,990) (217,893) (176,653) (181,494) Travel and accommodation (203,885) (399,247) (200,586) (399,247) Director fees (136,726) (132,652) (136,726) (132,652) Auditor fees (236,499) (74,908) (236,499) (74,908) Other Administration expenses (464,539) (278,748) (380,700) (266,682) Minimum lease (offi ce) payments (48,582) (45,061) (48,453) (45,061) Corporate consultants (1,078,856) (230,047) (1,069,892) (227,269) General expenses (3,360) (216,846) (3,332) (216,846) Investor relations (283,091) (175,284) (283,091) (175,284) Corporate compliance (497,165) (208,157) (496,310) (208,157) Insurance (35,870) (97,214) (35,870) (97,214)

(3,431,643) (2,262,901) (3,077,627) (2,027,104)

Depreciation: Depreciation (308,761) (384,198) (25,645) (22,813)

(308,761) (384,198) (25,645) (22,813)

Share based payments: Employee settled share based payments (2,030,473) (1,371,449) (2,030,473) (1,371,449) Non-employee settled share based payments - (2,005,405) - (2,005,405)

(2,030,473) (3,376,854) (2,030,473) (3,376,854)


7. Income taxes Consolidated Company 2008 2007 2008 2007 $ $ $ $

(a) Income tax expenseCurrent tax expense/(income) 917,221 491,666 976,695 390,511Deferred tax expense/(income) relating to the origination and reversal of temporary differences 1,770,581 (3,947,485) 2,020,103 (4,078,139)Benefi t of tax losses recouped in the current year not previously recognised (473,352) (491,666) (487,923) (390,511)Benefi ts arising from previously unrecognised tax losses, tax credits or temporary differences not recognised (1,770,581) 3,947,485 (2,020,103) 4,078,139

Total tax expense/(income) 443,869 - 488,772 -

Income tax expense/(income) attributable to profi t from continuing operations 443,869 - 488,772 -

The prima facie income tax expense/(benefi t) on the profi t/loss before income tax reconciles to the income tax in the fi nancial statements as follows:

Profi t before income tax 4,646,988 6,890,186 7,350,982 7,662,916

Tax expense / (income) calculated at 30% of Profi t before income tax (2007 30%) 1,394,096 2,067,056 2,205,295 2,298,875Tax effect of amounts which are not deductible/taxable in calculating taxable income:Non-deductible expenses 1,293,706 1,388,859 791,503 1,388,859Tax benefi t / (expense) of temporary differences not brought to account (1,770,581) (2,964,249) (2,020,103) (3,297,223)Unused tax losses and tax offsets not recognised as deferred tax assets - -Tax benefi t of losses utilised from prior year (473,352) (491,666) (487,923) (390,511)

Tax (expense)/income 443,869 - 488,772 -

The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profi ts under the Australian tax law. There has been no change in the corporate tax rate when compared to the previous reporting period.

(b) Income tax recognised directly in equityCurrent and deferred amounts were charged directly to equity during the period - - - -

(c) Current tax liabilitiesCurrent tax payable 443,869 - 488,772 -

443,869 - 488,772 -

Unrecognised deferred tax balancesThe following deferred tax assets have not been brought to account as assets:Tax Losses - revenue 4,286,557 4,091,859 4,286,557 4,091,859Tax Losses - capital 509,220 509,208 509,220 509,208Temporary Differences 5,263,881 1,648,619 4,467,670 1,648,619

10,059,658 6,249,686 9,263,447 6,249,686

Tax Effect at 30% 3,017,897 1,874,906 2,779,034 1,874,906



TAX CONSOLIDATION

Relevance of tax consolidation to the consolidated entity

The company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 01 July 2003. The head entity within the tax-consolidated group is Centamin Egypt Limited. The members of the tax-consolidated group are identifi ed at Note 22.

Nature of tax funding arrangements and tax sharing agreements

Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax-sharing agreement with the head entity. Under the terms of the tax funding agreement, Centamin Egypt Limited and each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are refl ected in amounts receivable from or payable to other entities in the tax-consolidated group.

The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the fi nancial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

8. Segment reportingPrimary reporting - Business Segments

The economic entity is engaged in the business of exploration for precious and base metals only, which is characterised as one business segment only. As the consolidated entity has only one business segment, all the necessary reporting disclosures are disclosed elsewhere in the notes to the fi nancial statements.

Secondary reporting - Geographical Segments

The principal activity of the consolidated entity during the year was the exploration for precious and base metals in Egypt.

9. Trade and other receivables Consolidated Company 2008 2007 2008 2007 $ $ $ $

CurrentOther Receivables - 47,247 - -GST receivable 24,753 39,647 11,831 29,042

24,753 86,894 11,831 29,042

Non-currentLoans and advances to subsidiaries - - 204,294,075 82,013,366Less: Allowance for doubtful debts - - (2,537,493) (2,485,083)

- - 201,756,582 79,528,283

The intercompany loans receivable are interest free and have no set terms of repayment. The recoverability of the loans from the controlled entities is dependant on the successful development and economic exploitation of the controlled entities exploration interests.

10. InventoriesCurrentStores inventories at cost 2,584,430 140,400 - -

2,584,430 140,400 - -

11. PrepaymentsCurrentOther 591,518 7,406 - -

591,518 7,406 - -



12. Property, plant and equipment Consolidated

Offi ce Land and Plant and Motor Equipment Buildings Equipment Vehicles Total $ $ $ $ $

Gross Carrying AmountBalance at 30 June 2007 526,778 13,702 12,234,146 515,137 13,289,763Additions 485,877 - 2,906,607 23,775,619 27,168,103Disposals - - (265,160) - (265,160)

Balance at 30 June 2008 1,012,655 13,702 14,875,593 24,290,756 40,192,706

Accumulated DepreciationBalance at 30 June 2007 (160,932) (4,709) (647,497) (409,381) (1,222,519)Depreciation expense (180,428) (1,170) (185,179) (1,066,984) (1,433,761)Disposals - - 265,160 - 265,160

Balance at 30 June 2008 (341,360) (5,879) (567,516) (1,476,365) (2,391,120)

Net Book ValueAs at 30 June 2007 365,846 8,993 11,586,649 105,756 12,067,244

As at 30 June 2008 671,295 7,823 14,308,077 22,814,391 37,801,586

Company

Offi ce Land and Plant and Motor Equipment Buildings Equipment Vehicles Total $ $ $ $ $

Gross Carrying AmountBalance at 30 June 2007 135,074 4,683 289,389 6,312 435,458Additions 1,271 - - - 1,271Disposals - - - - -

Balance at 30 June 2008 136,345 4,683 289,389 6,312 436,729

Accumulated DepreciationBalance at 30 June 2007 (79,038) (2,266) (289,389) (3,364) (374,057)Depreciation expense (23,505) (719) - (1,421) (25,645)Disposals - - - - -

Balance at 30 June 2008 (102,543) (2,985) (289,389) (4,785) (399,702)

Net Book ValueAs at 30 June 2007 56,036 2,417 - 2,948 61,401

As at 30 June 2008 33,802 1,698 - 1,527 37,027

The following useful lives are used in the calculation of depreciation:

Plant & Equipment - 4 – 10 yearsOffi ce Equipment - 4 – 10 yearsLand and Buildings - 4 – 20 yearsMotor Vehicles - 2 – 8 years



Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year:


Plant & Equipment 185,179 107,148 - -Offi ce Equipment 180,428 74,859 23,505 15,816Land and Buildings 1,170 1,215 719 747Motor Vehicles 1,066,984 200,976 1,421 6,250

1,433,761 384,198 25,645 22,813

13. Other fi nancial assetsNon-currentInvestments in subsidiaries - - 4,868,040 4,868,040Recoverable amount write down - - (366,187) (366,187)

- - 4,501,853 4,501,853

14. Exploration, evaluation and development expenditureExploration and evaluation phase (at cost)Balance at the beginning of the year 4,627,792 33,808,721 270,235 270,235Expenditure for the year 11,607,868 13,398,485 23,190 -Transfer to Development Phase - (42,579,414) - -

Balance at the end of the year 16,235,660 4,627,792 293,425 270,235

Development phase (at cost)Balance at the beginning of the year 65,287,662 - - -Transferred from Exploration and Evaluation Phase - 42,579,414 - -Expenditure for the year 55,642,977 22,708,248 - -

Balance at the end of the year 120,930,639 65,287,662 - -

Net book value of exploration, evaluation and development phase expenditure 137,166,299 69,915,454 293,425 270,235

(a) Included within the cost amount of exploration evaluation and development assets is $5,311,744 being the excess of consideration over the net tangible assets acquired on the acquisition of Pharaoh Gold Mines NL in January 1999. This amount has been treated as part of the cost of exploration, evaluation and development. Management believe that the recovery of these amounts will satisfactorily be made through the exploitation of the project in due course.

(b) During the prior period the development of the Sukari Gold Project commenced. Items of development phase expenditure relevant to the project are being separately accounted for as development phase expenditure.



15. Trade and other payables Consolidated Company 2008 2007 2008 2007 $ $ $ $

CurrentTrade payables (i) 5,632,333 1,739,762 - -Other creditors and accruals 54,730 4,170,331 8,987 13,048

5,687,063 5,910,093 8,987 13,048

Non-currentOther creditors and accruals* 150,000 150,000 - -

150,000 150,000 - -

(i) Trade payables are interest free for periods ranging from 30 to 180 days. Thereafter interest is charged at commercial rates. The consolidated entity has fi nancial risk management policies in place to ensure that all payables are paid within the credit timeframe.

* This represents an unsecured loan of US$150,000 payable 14 days after commencement of commercial production at the Sukari project. There is no interest payable. The loan is not expected to be settled within the next 12 months.

16. ProvisionsCurrentEmployee benefi ts (i) 737,192 457,876 50,727 35,599

737,192 457,876 50,727 35,599

Non-currentRestoration and rehabilitation (ii) 522,236 - - -

522,236 - - -

Consolidated 2008 2007 $ $

Movement in restoration and rehabilitation provisionBalance at beginning of fi nancial year - -Provision for the year 522,236 -

Balance at end of fi nancial year 522,236 -

(i) Employee entitlements relate to annual, sick and long service leave entitlements outstanding as at 30 June 2008. The current provision for employee benefi ts includes $245,731 (Company $16,909) of leave entitlements accrued but not expected to be taken within 12 months. (2007: $156,568 and $15,036 for the Group and Company respectively)

(ii) The provision for restoration and rehabilitation represents the present value of the directors’ best estimate of the future sacrifi ce of the economic benefi ts that will be required to remove the facilities and restore the affected areas at the Company’s sites.



17. Issued capital Consolidated Company 2008 2007 2008 2007 $ $ $ $

Fully paid ordinary sharesBalance at beginning of fi nancial year 217,915,069 94,219,681 217,915,069 94,219,681Issue of shares under Employee option plan 1,959,061 378,315 1,959,061 378,315Transfer from share options reserve 2,562,876 66,888 2,562,876 66,888Other placements 139,851,635 130,949,999 139,851,635 130,949,999Share issue costs (9,340,800) (7,699,814) (9,340,800) (7,699,814)

Balance at end of fi nancial year 352,947,841 217,915,069 352,947,841 217,915,069

Change to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 01 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.

Fully Paid Ordinary Shares

2008 2007 Number $ Number $

Balance at beginning of fi nancial year 755,734,232 217,915,069 578,295,369 94,219,681Employee share option plan 4,897,500 4,521,937 1,545,000 445,203Other placements (net of share issue costs) 116,787,431 130,510,835 175,893,863 123,250,185

Balance at end of fi nancial year 877,419,163 352,947,841 755,734,232 217,915,069

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

Share options granted under the employee share option planIn accordance with the provisions of the employee share option plans, as at 30 June 2008, executives and employees have options over 11,785,000 ordinary shares (of which 3,625,000 are unvested). The expiry dates of the granted options are detailed in Note 28. Share options granted under the employee share option plan carry no rights to dividends and no voting rights. Further details of the employee share option plan are contained in Note 28 to the fi nancial statements.

Share warrants on issueAs part of the Canadian listing process undertaken during the previous fi nancial year on the Toronto Stock Exchange (TSX) and the subsequent capital raising in November 2007, the Company was required to issue broker warrants as part of the fees. Broker warrants are identical in nature to share options however they are differentiated as such because the latter in Canada typically relates to options issued to employees under employee share plans. As at 30 June 2008 there were 9,607,260 broker warrants (2007: 8,794,691) on issue over an equivalent number of ordinary shares (of which 9,607,260 are vested) (2007: 8,794,691). Further details of the share warrants are contained in Note 29 to the fi nancial statements.



18. Reserves Consolidated Company 2008 2007 2008 2007 $ $ $ $

Option reserve 1,857,305 1,857,305 1,857,305 1,857,305Asset realisation reserve 437,489 437,489 437,489 437,489Capital reserve - - 490,116 490,116Share option reserve 5,273,441 3,752,946 5,273,441 3,752,946

7,568,235 6,047,740 8,058,351 6,537,856

Option reserveBalance at beginning of fi nancial year 1,857,305 1,857,305 1,857,305 1,857,305Movements during the period - - - -

Balance at the end of fi nancial year 1,857,305 1,857,305 1,857,305 1,857,305

The option reserve has been created from the issuing of options for a consideration greater than their then nominal or par value.

Asset realisation reserveBalance at beginning of fi nancial year 437,489 437,489 437,489 437,489Movements during the period - - - -

Balance at the end of fi nancial year 437,489 437,489 437,489 437,489

The asset realisation reserve has been created from the realisation of particular assets.

Capital reserveBalance at beginning of fi nancial year - - 490,116 490,116Movements during the period - - - -

Balance at the end of fi nancial year - - 490,116 490,116

The capital reserve has been created from the cancellation of shares in the Company held by Pharaoh Gold mines NL.

Share option reserveBalance at beginning of fi nancial year 3,752,946 433,192 3,752,946 433,192Cost of share based payments 4,083,371 3,386,642 4,083,371 3,386,642Transfer to issued capital (2,562,876) (66,888) (2,562,876) (66,888)

Balance at the end of fi nancial year 5,273,441 3,752,946 5,273,441 3,752,946

The share option reserve arises on the grant of share options to employees under the employee share option plan and on grant of broker warrants. Amounts are transferred out of the reserve and into issued capital when the options are exercised.



19. Commitments for expenditure Consolidated Company 2008 2007 2008 2007 $ $ $ $(a) Capital expenditure commitments

Plant and equipmentNot longer than 1 year 6,632,525 31,884,161 8,987 -Longer than 1 year and not longer than 5 years - - - -Longer than 5 years - - - -

6,632,525 31,884,161 8,987 -

(b) Operating Lease commitmentsOffi ce premisesNot longer than 1 year 74,399 35,321 58,843 19,694Longer than 1 year and not longer than 5 years - - - -Longer than 5 years - - - -

74,399 35,321 58,843 19,694

20. Contingent liabilities and contingent assetsThere are no contingent liabilities and contingent assets to report as at 30 June 2008.

21. Net assets of the consolidated entityThe net asset position of the consolidated entity is lower than that of the Company. This position is a result of fees being charged to the subsidiary through the inter-company account which are expensed within the subsidiary. Management believe that it would be misleading to impair the inter-company receivable and believe that the recovery of these amounts will satisfactorily be made through the exploitation of the project in due course.

22. Particulars in relation to subsidiaries Ownership Interest Country of Incorporation 2008 2007

Parent entity % %Centamin Egypt Limited AustraliaSubsidiariesViking Resources Limited Australia 100 100North African Resources NL Australia 100 100Pharaoh Gold Mines NL Australia 100 100Centamin Limited Bermuda 100 100

The parent entity is the head of the group for tax consolidation purposes and the subsidiaries are all members of this same tax consolidation group.

23. Auditors’ remuneration Consolidated Company 2008 2007 2008 2007 $ $ $ $

Auditor of the parent entityAuditing or review of the fi nancial report 207,683 98,140 207,683 98,140Preparation of the tax return 33,298 9,413 33,298 9,413Other non-audit services* 28,816 106,392 28,816 97,354

269,797 213,945 269,797 204,907

* During the prior period the Company listed on the Toronto Stock Exchange (TSX) of Canada, North America. Deloitte’s Perth and Vancouver offi ces assisted the Company to meet its required disclosure obligations under the TSX listing rules during the listing process.




24. Jointly controlled operations and assets The consolidated entity has material interests in the following incorporated ventures:-

Name of joint venture Principal Activities Percentage Interest 2008 2007 % %

Egyptian Pharaoh Investments Exploration 50 50Sukari Gold Mines Exploration 50 50

The consolidated entity’s interest as a joint venture partner, in assets employed in the above jointly controlled operations and assets is detailed below. The amounts are included in the consolidated fi nancial statements under their respective asset categories.

Consolidated & Company 2008 2007 $ $

Current assetsCash and cash equivalents 3,638 3,486

3,638 3,486

Non-current assetsExploration, evaluation and development 270,325 270,325

270,325 270,325

Contingent liabilities and capital commitments arising from the Group’s interests in joint ventures are disclosed in Notes 19 and 20.

25. Earnings per share Consolidated 2008 2007 Cents Per Share Cents Per Share

Basic earnings per share 0.514 1.113Diluted earnings per share 0.510 1.097

Basic Earnings per ShareThe earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

2008 2007 $ $

Earnings used in the calculation of basic EPS 4,203,119 6,890,186

2008 2007 No. No.

Weighted average number of ordinary shares for the purposes of basic EPS 817,909,388 619,189,469

Diluted Earnings per Share

The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows:

2008 2007 $ $

Earnings used in the calculation of diluted EPS 4,203,119 6,890,186



2008 2007 No. No.

Weighted average number of ordinary shares for the purposes of diluted EPS 824,906,490 622,174,862

Weighted average number of ordinary shares for the purposes of basic EPS 817,909,388 619,189,469Shares deemed to be issued for no consideration in respect of employee options 5,103,015 2,901,521Shares deemed to be issued for no consideration in respect of broker warrants 1,894,087 83,872

Weighted average number of ordinary shares used in the calculation of diluted EPS 824,906,490 622,174,862

No potential ordinary shares were excluded from the calculation of weighted average number of ordinary shares for the purposes of diluted earnings per share.

26. Notes to the statements of cash fl ows

(a) Reconciliation of cash and cash equivalentsFor the purposes of the cash fl ow statement, cash includes cash on hand and at bank and deposits. Cash and cash equivalents as at the end of the fi nancial year as shown in the cash fl ow statement is reconciled to the related item in the balance sheet as follows:


Cash and cash equivalents 182,328,604 136,501,015 154,197,815 132,492,403

(b) Reconciliation of profi t for the year to net cash fl ows from operating activities

Profi t for the year 4,203,119 6,890,186 6,862,210 7,662,916Add/(less) non-cash items: Depreciation of non-current assets 308,761 384,198 25,645 22,813 Foreign exchange rate (gain)/loss (3,427,047) (9,655,400) (4,273,590) (9,336,613) Equity settled share based payments 2,030,473 3,376,854 2,030,473 3,376,854 Gain on sale of non-current assets - (443,468) - -Changes in assets and liabilities during the year: Decrease/(increase) in receivables 62,141 8,444 17,211 67,915 Decrease/(increase) in inventories (2,444,030) (140,400) - - Decrease/(increase) in prepayments (584,112) 88,834 - 23,785 Decrease/(increase) in capitalised exploration (11,607,868) (11,555,678) (23,190) - Increase/(decrease) in trade creditors and accruals 1,484,721 525,718 (4,061) (107,169) Increase/(decrease) in provisions 279,316 181,256 15,128 (426) Increase/(decrease) in current tax liability 443,869 - 488,772 -

Net cash generated by/(used in) operating activities (9,250,657) (10,339,456) 5,138,598 1,710,075

(c) Non-cash fi nancing and investing activities

There were no non-cash fi nancing and investing activities during the year other than the issue of 5,600,000 share warrants with an exercise price of C$1.29 each and an expiry date of 23 November 2009. These warrants were issued as partial compensation in relation to the capital raising which closed 23 November 2007.


27. Financial instrumentsa) Group risk management

The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the cash and equity balance. The Group’s overall strategy remains unchanged from 2007.

The capital structure consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital and reserves as disclosed in notes 17 and 18. The Group operates in Australia and Egypt. None of the Group’s entities are subject to externally imposed capital requirements.

b) Financial risk management and objectivesThe Group’s overall risk management program focuses on the unpredictability of fi nancial markets and seeks to minimise potential risk adverse effects and ensure that net cash fl ows are suffi cient to support the delivery of the Group’s fi nancial targets whilst protecting future fi nancial security. The Group continually monitors and tests its forecast fi nancial position against these objectives.

The Group’s activities expose it to a variety of fi nancial risks: market, credit and liquidity. These risks are managed under Board approved directives through the Audit Committee. The Group’s principal fi nancial instruments comprise interest bearing cash and short term deposits. Other fi nancial instruments include trade receivables and trade payables, which arise directly from operations.

It is, and has been throughout the period under review, Group policy that no speculative trading in fi nancial instruments be undertaken.

c) Market riskThe Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Canadian dollar and Australian dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a currency that is not the entity’s functional currency. The risk is measured by regularly monitoring, forecasting and performing sensitivity analysis on the Group’s fi nancial position. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk from the previous period.

The fi nancial instruments denominated in Canadian dollars and Australian dollars are as follows:

Canadian dollar Australian dollar 2008 2007 2008 2007 C$ C$ A$ A$

Financial assetsCash 148,737,832 134,373,706 20,207,709 1,676,702Trade and other receivables - - 25,133 36,472

148,737,832 134,373,706 20,232,842 1,713,174

Financial liabilitiesTrade and other payables - - 9,357 15,391 - - 9,357 15,391

Net exposure 148,737,832 134,373,706 20,223,485 1,697,783

The following table summarises the sensitivity of fi nancial instruments held at the balance sheet date to movements in the exchange rate of the Canadian dollar and Australian dollar to the United States dollar, with all other variables held constant. The 5% sensitivity is based on reasonably possible changes, over a fi nancial year, using the observed range of actual historical rates for the proceeding fi ve year period.

Impact on profi t Impact on equity 2008 2007 2008 2007 US$ US$ US$ US$

Post-tax gain / (loss)CAD / USD +5% 7,747,730 6,643,777 - -CAD / USD -5% (7,009,851) (6,011,036) - -AUD / USD +5% 985,219 68,971 - -AUD / USD -5% (891,389) (62,402) - -



The Group’s sensitivity to foreign currency has increased during the current period mainly due to the increased foreign currency cash holdings in Canadian dollars and Australian dollars.

The Group has not entered into forward foreign exchange contracts. Natural hedges are utilised wherever possible to offset foreign currency liabilities.

d) Commodity price riskThe Group’s future revenue forecasts are exposed to commodity price fl uctuations, in particular gold prices.

The Group has not entered into forward gold hedging contracts.

e) Interest rate riskThe Group’s main interest rate risk arises from cash and short term deposits and is not considered to be a material risk due to the short term nature of these fi nancial instruments. Cash deposits are placed on term period of no more than 60 days at a time.

The fi nancial instruments exposed to interest rate risk and the consolidated entity’s exposure to interest rate risk as at balance sheet date were as follows:

Average Variable Fixed Interest Non Interest Total Interest Rate Interest Rate Rate (< 1 yr) Bearing

2008 % $ $ $ $Financial assetsCash 3.17 178,052,831 - 4,275,773 182,328,604Trade and other receivables - - 24,753 24,753

178,052,831 - 4,300,526 182,353,357

Financial liabilitiesTrade and other payables - - 5,687,063 5,687,063Current tax liabilities - - 443,869 443,869Employee benefi ts - - 737,192 737,192

- - 6,868,124 6,868,124

2007Financial assetsCash 4.12 135,915,855 - 585,160 136,501,015Trade and other receivables - - 86,894 86,894

135,915,855 - 672,054 136,587,909

Financial liabilitiesTrade and other payables - - 5,910,093 5,910,093Employee benefi ts - - 457,876 457,876

- - 6,367,969 6,367,969

f) Liquidity risk The Group’s liquidity position is managed to ensure that suffi cient funds are available to meet its fi nancial commitments in a timely and cost effective manner.

Management monitors rolling forecasts of the Group’s liquidity reserve on the basis of expected cash fl ow. The table below refl ects a balanced view of cash infl ows and outfl ows and shows the implied risk based on those values. Trade payables and other fi nancial liabilities originate from the fi nancing of assets used in the Group’s ongoing operations. These assets are considered in the Group’s overall liquidity risk.

Management continually reviews the Group liquidity position including cash fl ow forecast to determine the forecast liquidity position and maintain appropriate liquidity levels.



< 6 Months < 12 Months Total2008 $ $ $Financial assetsCash 182,328,604 - 182,328,604Trade and other receivables 24,753 - 24,753

182,353,357 - 182,353,357Financial liabilitiesTrade and other payables 5,687,063 - 5,687,063Current tax liabilities 443,869 - 443,869Employee benefi ts - 737,192 737,192

6,130,932 737,192 6,868,124

Net maturity 176,222,425 (737,192) 175,485,233

2007Financial assetsCash 136,501,015 - 136,501,015Trade and other receivables 86,894 - 86,894

136,587,909 - 136,587,909Financial liabilitiesTrade and other payables 5,910,093 - 5,910,093Employee benefi ts - 457,876 457,876

5,910,093 457,876 6,367,969

Net maturity 130,677,816 (457,876) 130,219,940

g) Credit RiskCredit risk refers to the risk that counter-party will default on its contractual obligations resulting in fi nancial loss to the Group. The Group has adopted a policy of only dealing with credit-worthy counter-parties and obtaining suffi cient collateral or other security where appropriate, as a means of mitigating the risk of fi nancial loss from defaults. The Group measures credit risk on a fair value basis.

The Group does not have any signifi cant credit risk exposure to any single counter-party or any Group counter-parties having similar characteristics, except for the cash balances held in Canadian dollars which are held with a fi nancial institution with a high credit rating.

The gross carrying amount of fi nancial assets recorded in the fi nancial statements represents the Group’s maximum exposure to credit risk without taking account of the value of collateral or other security obtained.

h) Fair ValueThe carrying amount of fi nancial assets and fi nancial liabilities recorded in the fi nancial statements represents their respective fair values, determined in accordance with the accounting policies disclosed in Note 3 to the fi nancial statements.

28. Share based paymentsThe consolidated entity has an Employee Share Option Plan in place for executives and employees.

Options are issued to key management personnel under the Employee Option Plan 2006 (previously the Employee Option Plan 2002) as part of their remuneration. Options are offered to key management personnel at the discretion of the Directors, having regard, among other things, to the length of service with the consolidated entity, the past and potential contribution of the person to the consolidated entity and in some cases, performance.

Each employee share option converts into one ordinary share of the Company on exercise. The options carry neither rights to dividends nor voting rights. Options vest over a period of 12 months, with 50% vesting and exercisable after six months and the other 50% vesting and exercisable after 12 months of issue. All options are issued with a term of three years. At the discretion of the Directors part or all of the options issued to an executive or employee may be subject to performance based hurdles. No performance based hurdles have been applied for issues granted to date.



In addition 4,250,000 options (Series 5) were issued to three employees outside of the Employee Share Option Plan on 31 October 2005. Details of those options were:

■ 2,500,000 of those options were subject to performance based hurdles. Due to the cessation of employment by the employee to whom the options were issued they lapsed in May 2007.

■ 1,000,000 of those options vest and are exercisable over a period of two years, with 50% vesting and exercisable after 12 months and the other 50% vesting and exercisable after 24 months of issue. These options have a term of 5 years.

■ 750,000 of those options vest and are exercisable immediately. These have a term of 5 years.

In addition 2,000,000 options (Series 8) were issued to the Company’s share broker in Canada as part compensation for professional services provided during the listing process on the Toronto Stock Exchange in January 2007, and subsequent capital raising in November 2007. Details of those options were:

■ Exercisable any time within 2 years of grant date.

The following share based payment arrangements were in existence during the current and comparative reporting periods:

Options series

Number Originally

IssuedNumber

Outstanding Grant dateExpiry /

Exercise Date

Exercise priceA$

Fair value at grant date

A$

Series 3 775,000 395,000 04 Feb 2005 04 Feb 2008 0.2804 0.1357

Series 4 410,000 200,000 17 Feb 2005 17 Feb 2008 0.2804 0.1435

Series 5 4,250,000 1,700,000 31 Oct 2005 31 Oct 2010 0.3500 0.1753

Series 6 1,500,000 1,500,000 08 Dec 2005 08 Dec 2008 0.4355 0.1495

Series 7 250,000 250,000 30 Aug 2006 30 Aug 2009 0.6566 0.2785

Series 8 2,000,000 2,000,000 09 Jan 2007 09 Jan 2010 0.8000 0.2393

Series 9 3,615,000 3,615,000 31 Jan 2007 31 Jan 2010 0.7106 0.3706

Series 10 2,330,000 2,330,000 24 May 2007 24 May 2010 1.0500 0.4661

Series 11 1,500,000 1,500,000 25 Jun 2007 25 Jun 2010 1.1636 0.3210

Series 12 250,000 250,000 15 Oct 2007 15 Oct 2010 1.4034 0.4002

Series 13 3,500,000 3,500,000 16 Apr 2008 15 Apr 2011 1.7022 0.4015

20,380,000 17,240,000

The weighted average fair value of the share options granted during the fi nancial year was A$0.3875 (2007: A$0.3484). The share options granted to executive and employees have been valued internally by the Company using the Black-Scholes option pricing method. Options are offered to executive and employees at the discretion of the Directors, having regard, among other things, to the length of service with the consolidated entity, and to the past and potential contribution of the person to the consolidated entity, and the number of options granted is at the Directors discretion. The weighted average closing price of the shares in Centamin Egypt Limited for the fi nancial year was A$1.3938 (2007: A$0.9526). The volatility input into the model was 52.00% based on the historical share price volatility over the past 3 years (2007: 60.00%) and the government rate similar to the term of the option used was 5.835% (2007: 5.50%).

Options series

Series 3Series 3 Series 4Series 4 Series 5Series 5 Series 6Series 6 Series 7Series 7 Series 8Series 8

Grant date share price A$0.3300 A$0.3400 A$0.3800 A$0.4300 A$0.7200 A$0.8500

Exercise price A$0.2804 A$0.2804 A$0.3500 A$0.4355 A$0.6566 A$0.8000

Expected volatility 60.00% 60.00% 60.00% 60.00% 60.00% 60.00%

Option life 3 year term 3 year term 5 year term 3 year term 3 year term 2 year term

Dividend yield 0.00 0.00 0.00 0.00 0.00 0.00

Risk-free interest rate 5.50% 5.50% 5.25% 5.25% 5.50% 5.50%



Options series

Series 9Series 9 Series 10Series 10 Series 11Series 11 Series 12Series 12 Series 13Series 13

Grant date share price A$0.8700 A$1.1200 A$1.0705 A$1.4000 A$1.4900

Exercise price A$0.7106 A$1.0500 A$1.1636 A$1.4034 A$1.7022

Expected volatility 60.00% 60.00% 60.00% 52.00% 52.00%

Option life 3 year term 3 year term 3 year term 3 year term 3 year term

Dividend yield 0.00 0.00 0.00 0.00 0.00

Risk-free interest rate 5.50% 5.50% 5.50% 5.835% 5.835%

The following reconciles the outstanding share options granted under the Employee Share Option Plan, and other share based payment arrangements, at the beginning and end of the fi nancial year:

2008 2007 Weighted Weighted average average Number exercise Number exercise of options price of options price A$ A$

Balance at beginning of fi nancial year 13,490,000 0.6256 7,840,000 0.3490Granted during the fi nancial year 3,750,000 1.6823 9,695,000 0.8999Forfeited during the fi nancial year (557,500) 1.1169 (2,500,000) 0.3500Exercised during the fi nancial year (a) (4,897,500) 0.7475 (1,545,000) 0.2883Expired during the fi nancial year - - - -

Balance at the end of the fi nancial year (b) 11,785,000 0.3790 13,490,000 0.6256

Exercisable at the end of the fi nancial year 8,160,000 0.7130 3,420,000 0.5953

a) Exercised during the fi nancial year

2008 - Options series Number exercised Exercise Date Share price at exercise date A$

Series 3 20,00050,00025,00050,000

100,000150,000

25 Oct 200707 Nov 200708 Nov 200718 Jan 200824 Jan 200830 Jan 2008

1.43501.50001.57501.41501.34501.4500

Series 4 50,00050,000

100,000

18 Jul 200709 Nov 200730 Jan 2008

1.28001.57001.4500

Series 5 30,000 22 Oct 2007 1.4200

Series 7 1,000,0001,000,000

19 Oct 200720 Nov 2007

1.40001.4200

Series 9 10,00015,00010,00035,00020,00025,00055,00025,00025,00015,000

08 Aug 200712 Sep 200724 Sep 200727 Sep 200702 Oct 200708 Oct 200710 Oct 200719 Oct 200722 Oct 200723 Oct 2007

1.27501.21001.39001.33001.37001.33501.34001.40001.42001.4400




Series 9 15,00037,50015,00010,000

100,00045,00045,000

300,000200,000110,00025,00030,00025,000

200,000100,00040,00075,000

07 Nov 200708 Nov 200712 Nov 200716 Nov 2007 17 Dec 200731 Jan 200811 Feb 2008 13 Feb 200815 Feb 200821 Feb 200825 Feb 200826 Feb 200829 Feb 200806 Mar 200810 Mar 200824 Apr 200828 May 2008

1.50001.57501.52001.46501.23501.43001.49001.63501.65001.62001.63001.63001.69001.68001.62501.43001.4300

Series 10 10,00010,00010,00010,000

125,000

31 Jan 200813 Feb 200821 Feb 200829 Feb 200814 Mar 2008

1.43001.63501.62001.69001.6100

Series 11 40,00043,83053,00047,00046,000

270,170

18 Apr 200821 Apr 200830 Apr 200802 May 200806 May 200807 May 2008

1.55001.55001.35501.35001.39001.4000

4,897,500


Issued 12 November 2003 100,000100,00073,00077,000

100,00050,000

14 Jul 200602 Aug 200615 Aug 200616 Sep 200626 Oct 200609 Nov 2006

0.72000.68000.65000.66500.68000.6600

Issued 15 December 2003 250,000135,000115,000

26 Oct 200611 Dec 200612 Dec 2006

0.68000.75500.7700

Issued 04 February 2005 100,00080,000

200,000

02 Aug 200631 Jan 200730 May 2007

0.68000.87001.1200

Issued 17 February 2005 10,00010,00015,00030,00050,00050,000

05 Oct 200616 Nov 200619 Dec 200616 Feb 200720 Feb 200727 Feb 2007

0.65000.65000.78000.98000.95000.9950

1,545,000



b) Balance at the end of the fi nancial year

Options series Number Grant dateExpiry /

Exercise DateExercise price

A$


A$

Series 5 1,670,000 31 Oct 2005 31 Oct 2010 0.3500 0.1753

Series 6 1,500,000 08 Dec 2005 08 Dec 2008 0.4355 0.1495

Series 7 250,000 30 Aug 2006 30 Aug 2009 0.6566 0.2785

Series 9 1,950,000 31 Jan 2007 31 Jan 2010 0.7106 0.3518

Series 10 2,165,000 24 May 2007 24 May 2010 1.0500 0.4661

Series 11 500,000 25 Jun 2007 25 Jun 2010 1.1636 0.3210

Series 12 250,000 25 Jun 2007 25 Jun 2010 1.1636 0.4002

Series 13 3,500,000 16 Apr 2008 16 Apr 2011 1.7022 0.4015

11,785,000

The weighted average remaining contractual life of options outstanding is 648 days (2007: 738 days).

29. Share warrantsThe following share warrants were in existence during the current and comparative reporting periods:-

Warrants seriesWarrants series Number Grant dateExpiry /


C$


A$

Series 1 3,751,431 05 Apr 2007 05 Apr 2009 0.8600 0.3011

Series 2 4,429,678 13 Apr 2007 11 Apr 2009 0.8600 0.2743

Series 3 613,582 20 Apr 2007 20 Apr 2009 0.8600 0.2868

Series 4 5,600,000 10 Jan 2008 23 Nov 2009 1.2000 0.3782

14,394,691

Share warrants are specifi c to the Company’s listing on the Toronto Stock Exchange (TSX) and retain the same characteristics as share options but are referred to separately under the TSX listing rules.

The weighted average fair value of the share warrants granted during the fi nancial year was A$0.3782 (2007: A$0.2866). The share warrants granted have been valued internally by the Company using the Black-Scholes option pricing method. Warrants were offered to the Company’s share broker in Canada as part of the listing and equity raising process on the Toronto Stock Exchange. The weighted average closing price of the shares in Centamin Egypt Limited for the fi nancial year was A$1.3938 (2007: A$0.9526). The volatility input into the model was 52% (2007: 60%) (and this was based on the historical share price volatility over the past 2 years) and the government rate similar to the term of the option used was 5.835% (2007: 5.50%).

Broker Warrant Series

Series 1Series 1 Series 2Series 2 Series 3Series 3 Series 4Series 4

Grant date share price A$1.0100 A$0.9700 A$0.9900 A$1.4900

Exercise price A$0.9133 A$0.9097 A$0.9137 A$1.3532

Expected volatility 60.00% 60.00% 60.00% 52.00%

Option life 2 year term 2 year term 2 year term 2 year term

Dividend yield 0.00 0.00 0.00 0.00

Risk-free interest rate 5.50% 5.50% 5.50% 5.835%



The following reconciles the outstanding share warrants at the beginning and end of the fi nancial year:

2008 2007 Weighted Weighted average average Number exercise Number exercise of options price of options price C$ C$

Balance at beginning of fi nancial year 8,794,691 0.8600 - -Granted during the fi nancial year 5,600,000 1.2000 8,794,691 0.8600Forfeited during the fi nancial year - - - -Exercised during the fi nancial year (a) (4,787,431) 0.8600 - -Expired during the fi nancial year - - - -

Balance at the end of the fi nancial year (b) 9,607,260 1.0582 8,794,691 0.8600

Exercisable at the end of the fi nancial year 9,607,260 1.0582 8,794,691 0.8600

a) Exercised during the fi nancial year

2008 Broker Warrants Series Number exercised Exercise DateShare price at exercise date

A$

Series 1

1,000,000500,000500,000

1,000,000751,431

28 Nov 200703 Dec 200707 Dec 200710 Dec 200713 Dec 2007

1.40501.38001.36001.39001.3600

Series 2 1,036,000 18 Dec 2007 1.2800

4,787,431

b) Balance at the end of the fi nancial year

Broker Warrants seriesWarrants series Number Grant dateExpiry /


C$Fair value at grant date

A$

Series 2 3,393,678 13 Apr 2007 11 Apr 2009 0.86 0.2743

Series 3 613,582 20 Apr 2007 20 Apr 2009 0.86 0.2868

Series 4 5,600,000 10 Jan 2008 23 Nov 2009 1.20 0.3782

9,607,260

The weighted average remaining contractual life of broker warrants outstanding is 363 days (2007: 652 days).

30. Key management personnel compensationThe aggregate compensation made to key management personnel of the consolidated entity and the Company is set out below:-

Consolidated Company 2008 2007 2008 2007 A$ A$ A$ A$

Short-term employee benefi ts 1,928,293 1,638,655 280,421 251,758Post-employment benefi ts 16,275 73,130 16,275 13,386Share-based payments 427,277 165,138 57,089 94,924

Total 2,371,845 1,876,923 353,785 360,068



31. Related party transactions

a) Equity interests in related parties

Equity interests in subsidiariesDetails of the percentage of ordinary shares held in subsidiaries are disclosed in Note 22 to the fi nancial statements.

Equity interests in associates and joint venturesDetails of interests in joint ventures are disclosed in Note 24 to the fi nancial statements.

b) Key management personnel compensationDetails of key management personnel compensation are disclosed in Note 30 to the fi nancial statements.

c) Key management personnel equity holdings The details of the movement in key management personnel equity holdings of fully paid ordinary shares in Centamin Egypt Limited during the fi nancial year are as follows:-

2008Balance at01 July 07

Grantedas

remuneration

Received on exercise of

optionsNet other change

Balance at30 June 08

Balance held nominally

S El-Raghy *78,235,754 - - - 78,235,754 -

C Cowden 578,626 - - 25,000 603,626 -

J El-Raghy *79,185,754 - - - 79,185,754 -

H Bottomley 2,800,000 - - - 2,800,000 -

T Elder 250,000 - - - 250,000 -

G Speechly 250,000 - - - 250,000 -

H Brown 200,000 - 200,000 - 400,000 -

*The total shares held by Mr S El-Raghy and Mr J El-Raghy arise due to them both being directors/trustees of the following personally related entities: - Nordana Pty Ltd 4,990,668 shares - Nordana Pty Ltd <Super Fund A/C> 17,595,714 shares - El-Raghy Kriewaldt Pty Ltd 55,299,372 shares - S & M El-Raghy <The El-Raghy Family Account> 350,000 sharesThe balance of 950,000 shares are held by Mr J El-Raghy being a director of Montana Realty Pty Ltd <Super Fund A/C>

2007Balance at01 July 06

Grantedas

remuneration

Received on exercise of

optionsNet other change


Balance held nominally

S El-Raghy *78,235,754 - - - 78,235,754 -

C Cowden 523,026 - - 55,600 578,626 -

J El-Raghy *79,185,754 - - - 79,185,754 -

H Bottomley 2,800,000 - - - 2,800,000 -

T Elder - - 250,000 - 250,000 -

G Speechly - - 250,000 - 250,000 -

H Brown 100,000 - 200,000 (100,000) 200,000 -

*The total shares held by Mr S El-Raghy and Mr J El-Raghy arise due to them both being directors/trustees of the following personally related entities: - Nordana Pty Ltd 4,990,668 shares - Nordana Pty Ltd <Super Fund A/C> 17,595,714 shares - El-Raghy Kriewaldt Pty Ltd 55,299,372 shares - S & M El-Raghy <The El-Raghy Family Account> 350,000 shares The balance of 950,000 shares are held by Mr J El-Raghy being a director of Montana Realty Pty Ltd <Super Fund A/C>



d) Key management personnel share option holdings The details of the movement in key management personnel options to acquire ordinary shares in Centamin Egypt Limited are as follows:-

2008Balance at 01 July 07

Granted as remuneration Exercised

Other changes


Balance vested during

the year

Balance vested and

exerciseable at 30 June 08

S El-Raghy - - - - - - -

C Cowden 500,000 - - - 500,000 - 500,000

G Speechly - - - - - - -

T Elder 500,000 - - - 500,000 - 500,000

J El-Raghy - - - - - - -

H Bottomley 500,000 - - - 500,000 - 500,000

H Brown 200,000 250,000 (200,000) - 250,000 200,000 -

M Smith 1,000,000 - - - 1,000,000 875,000 1,000,000

J McLeod* 1,000,000 - (500,000) (500,000) - 1,000,000 -

* Mr McLeod resigned on 12 February 2008. Other change of (500,000) represents options lapsed due to Mr McLeod ceasing employment with the Company prior to the vesting date of these options. Refer to Note 29 to the Financial Statements for details on the Series 11 options.

2007Balance at 01 July 06

Granted as remuneration Exercised

Other changes


Balance vested during

the year

Balance vested and

exerciseable at 30 June 07

S El-Raghy - - - - - - -

C Cowden 500,000 - - - 500,000 250,000 500,000

G Speechly 250,000 - (250,000) - - - -

T Elder 750,000 - (250,000) - 500,000 250,000 500,000

J El-Raghy - - - - - - -

H Bottomley 500,000 - - - 500,000 250,000 500,000

H Brown 200,000 200,000 (200,000) - 200,000 - -

W Foote * 2,500,000 - - (2,500,000) - - -

M Smith - 1,000,000 - - 1,000,000 125,000 125,000

J McLeod - 1,000,000 - - 1,000,000 - -

* Mr Foote resigned on 22 May 2007. Other change of (2,500,000) represents options held at the date of resignation, of which none had vested due to performance based hurdles not being met. Refer to Note 29 to the fi nancial statements for details on the Series 5 options.

Apart from the details disclosed in this note, no key management personnel has entered into a material contract with the Company or the economic entity since the end of the previous fi nancial year and there were no material contracts involving key management personnel interests at year-end.

During the fi nancial year 700,000 options (2007: 700,000) were exercised by key management personnel. H Brown exercised 200,000 options at a price of A$0.7106 per share for 200,000 ordinary shares in Centamin Egypt Limited. J McLeod exercised 500,000 options at a price of A$1.1636 per share for 500,000 ordinary shares in Centamin Egypt Limited. No amounts remain unpaid on the options exercised during the fi nancial year at year end.



e) Other transactions with key management personnelMr S El-Raghy and Mr J El-Raghy are also directors and shareholders of El-Raghy Kriewaldt Pty Ltd (“El-Raghy Kriewaldt”). El-Raghy Kriewaldt provides offi ce premises to the Company. All dealings with El-Raghy Kriewaldt are in the ordinary course of business and on normal terms and conditions. Rent and offi ce outgoings paid to El-Raghy Kriewaldt during the year were A$62,118 (2007: A$56,384).

Mr S El-Raghy provides offi ce premises in Alexandria, Egypt to the Company. All dealings with Mr S El-Raghy are in the ordinary course of business and on normal terms and conditions. Rent and offi ce outgoings paid to Mr S El-Raghy during the year were GBP7,800 (2007: GBP7,800).

A director of the Company, Mr C Cowden has an interest as a director and shareholder of Cowden Limited, Insurance Brokers. This Company provides insurance broking services to the Company. All dealings with this Company are in the ordinary course of business and on normal terms and conditions. Cowden Limited was paid A$32,994 during the year (2007: A$20,708) for these services. In addition, amounts of A$203,259 (2007: A$114,109) were paid to Cowden Limited to be passed on to underwriters for premiums during the year.

A director of the Company, Mr G B Speechly is also a director and shareholder of Speechly Mining Pty Ltd, a mining consultancy company. During the fi nancial year, invoices totaling A$91,881 (2007: Nil) were paid to Speechly Mining Pty Ltd for work on the Sukari underground potential.

f) Transactions with other related partiesOther related parties include:

■ the parent entity■ subsidiaries■ other related parties

During the year the Company provided funds to and received funding from subsidiaries. Refer to Note 9.

32. Subsequent eventsOther than as set out above there has not risen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely in the opinion of the Directors of the Company to affect signifi cantly the operations of the company, the results of those operations, or the state of affairs of the consolidated entity in subsequent fi nancial years.



Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is as follows. The information is as at 01 September 2008.

Substantial Shareholders (holding more than 5%)

Fully Paid Ordinary Shares

Shareholder Ordinary Shares Percentage

CDS & Co 304,343,589 34.64

El-Raghy Kriewaldt Pty Ltd 55,299,372 6.29

Top 20 Shareholders

(a) Fully Paid Ordinary Shares

Quoted Shares

Number % Held

CDS & Co 304,343,589 34.64

El-Raghy Kriewaldt Pty Ltd 55,299,372 6.29

Pershing Nominees Limited 41,912,275 4.77

Chase Nominees Limited 40,457,602 4.61

State Street Nominees Limited 34,338,062 3.91

Nortrust Nominees Limited 28,498,476 3.24

Vidacos Nominees Limited 26,479,563 3.01

BBHISL Nominees Limited 24,329,201 2.77

Credit Suisse Securities (Europe) Limited 21,289,584 2.42

Nordana Pty Ltd <Super Fund Account> 17,595,714 2.00

James Capel (Nominees) Limited 17,157,965 1.95

Mellon Nominees (UK) Limited 16,000,526 1.82

Goldman Sachs Securities (Nominees) Limited 15,989,066 1.82

Euroclear Nominees Limited 13,087,000 1.49

The Bank of New York (Nominees) Limited 11,138,411 1.27

Morstan Nominees Limited 9,770,000 1.11

Barclayshare Nominees Limited 9,581,609 1.09

TD Waterhouse Nominees (Europe) Limited 9,241,638 1.05

HSBC Client Holdings Nominee (UK) Limited 9,148,491 1.04

Citicorp Nominees Pty Limited 7,741,517 0.88

713,399,661 81.20

At 01 September 2008, there were 878,519,163 fully paid ordinary shares held by 2,579 individual shareholders. All issued ordinary shares carry one vote per share.

Additional ASX Information


(b) Options

Unquoted Options

Number % Held

Issued under Employee Share Option Plan 2002 1,500,000 13.72

Issued under Employee Share Option Plan 2006 8,365,000 76.50

Other 1,070,000 9.78

10,935,000 100.00

(c) Broker Warrants

Unquoted Broker Warrants

Number % Held

Issued to Westwind Partners (UK) Limited 4,007,260 41.71

Issued to Ambrian Partners Limited 329,280 3.43

Issued to Cormark Securities Inc 329,280 3.43

Issued to Macquarie Capital Markets Canada Ltd 988,400 10.29

Issued to Thomas Weisel Partners Canada Inc 3,953,040 41.14

9,607,260 100.00

Distribution of Holders of Equity Securities

Holding Range Ordinary Shares Unquoted Options Unquoted Broker Warrants

1 - 1,000 326 - -

1,001 - 5,000 1,032 - -

5,001 - 10,000 487 5 -

10,001 - 100,000 576 14 -

100,001 and over 158 12 5

2,579 31 5

As at 01 September 2008, there were 83 shareholders with less than marketable parcel.

Class of Shares and Voting Rights The voting rights attaching to the ordinary shares, set out in Clause 12.8 of the Company’s Constitution are: “Subject to any rights or restrictions for the time being attached to any class or classes of shares -

(a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and;

(b) on a show of hands every person present who is a member has one vote for each ordinary share held and on a poll every person present or by proxy or attorney has one vote for each ordinary share held.”

Vendor SharesThere are no vendor securities on issue at the date of this report.

Additional ASX Information


AUSTRALIA57 Kishorn Road, Mount Pleasant

Western Australia 6153Telephone: +61 8 9316 2640Facsimile: +61 8 9316 2650

EGYPT361 EI-Horreya Road, Sedi Gaber

Alexandria, EgyptTelephone: +203 5411 259Facsimile: +203 5226 350

ABN 86 007 700 352

ANNUAL REPORT 2008Email: [email protected] Website: EGYPT OFFICE 361 El-Horreya Road Sedi Gaber Ambrian Partners Limited Alexandria, Egypt Telephone: + 2 0354 1125 9 Facsimile:

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