4DS MEMORY LIMITED - Annual Report 2013

Fitzroy Resources Ltd. And Controlled Entity

ACN: 145 590 110

Annual Financial Report For the year ended 30 June 2013

Fitzroy Resources Ltd. and Controlled Entity

Annual Financial Report

Corporate Directory ...................................................................................................................................... 2 Directors’ Report ........................................................................................................................................... 3 Auditor’s Independence Declaration .......................................................................................................... 12 Corporate Governance Statement ............................................................................................................. 13 Consolidated Statement of profit or loss and other comprehensive income .............................................. 20 Consolidated Statement of financial position ............................................................................................. 21 Consolidated Statement of Changes in Equity ........................................................................................... 22 Consolidated Statement of Cash flows ...................................................................................................... 23 Notes to the Financial Statements ............................................................................................................. 24 Directors’ Declaration ................................................................................................................................. 43 Independent Auditor’s Report ..................................................................................................................... 44

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Directory

Head Company

Fitzroy Resources Ltd.

Directors

Tom Henderson –Chairman Will Dix – Managing Director Riccardo Vittino - Non-Executive Director

Company Secretary

Simon Robertson

Registered and Principal Office

Level 1, Suite 1, 35-37 Havelock Street, West Perth WA 6005 Tel: +61 8 9481 7111 Fax: +61 8 9320 7501

Website

www.fitzroyresources.com.au

Share Register

Link Market Services Ltd Ground Floor, 178 St Georges Tce Perth WA 6000

Auditors

PKF Mack and Co Chartered Accountants Level 4, 35-37 Havelock Street, West Perth WA 6005

Solicitors

GTP Legal Level 1, 28 Ord Street West Perth WA 6005

Securities Exchange Listing

Australian Securities Exchange Home Exchange: Perth, Western Australia Code: FRY

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report

Your directors present their report on Fitzroy Resources Ltd. (“the Company”) and its controlled entity (“the Group”) for the year ended 30 June 2013.

The names of directors in office at any time during or since the end of the year are:

Thomas Henderson –Chairman William Dix – Managing Director Riccardo Vittino - Non-Executive Director

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Qualifications, Experience and Special Responsibilities of Directors

TOM HENDERSON — NON-EXECUTIVE CHAIRMAN

Qualifications — B Comm (UWA) CA, FAICD

Mr Henderson has over 20 years experience in corporate finance, has expertise in the provision of advisory services to the resources and services industry and the recapitalisation of listed vehicles.

Mr Henderson is a Chartered Accountant and the former Head of Corporate Finance at Deloitte in Perth. He left the Deloitte partnership in 2006 and is now a Principal of Forrest Capital Pty Ltd, an Australian Financial Services Licence holder providing financial services to wholesale clients.

Mr Henderson is currently a director of Brumby Resources NL.

Other Directorships held in other listed entities in the last 3 years — Hughes Drilling Ltd (formerly Every Day Mine Services Ltd (September 2009 – June 2012).

WILL DIX — INDEPENDENT NON-EXECUTIVE DIRECTOR

Qualifications — BSc MSc (Geology)

Mr Dix is a geologist with 16 years experience in base metal, uranium and gold exploration and mining. He holds a Bsc and Msc (Geology) from Monash University and is a member of AusIMM. Formerly Exploration Manager for Apex Minerals NL he led a successful exploration team that was responsible for significantly growing gold resources at all of Apex Minerals NL’s projects.

Previously, Mr Dix spent 7 years with LionOre Mining International where he was a District Supervising Geologist in Western Australia. During his time with LionOre Mining International, Mr Dix was part of the team that discovered the Waterloo Nickel Mine and delineated the 2 million ounce Thunderbox Gold Project.

Mr Dix has a proven track record of successful project and team management and also has extensive experience in commercial activities including capital raisings, mergers, acquisitions and divestments.

Mr Dix is currently a director of Credo Resources Ltd and BBX Mineral Ltd

Other Directorships held in other listed entities in the last three years — Nil

RICCARDO VITTINO – INDEPENDENT NON-EXECUTIVE DIRECTOR

Qualifications – B Comm (UWA) CA, FAICD

Mr Vittino has over 25 years experience in the resources sector with a focus on corporate and financial management. He graduated from the University of Western Australian with a Bachelor of Commerce degree in 1985 and began his career in the mining industry in 1988 as Company Secretary for Helix Resources Ltd.

During his 18 year tenure at Helix, Mr Vittino was involved with various IPOs and Joint Ventures both local and International. He left Helix in 2006 as CEO to pursue a role in South Africa as Finance Director of Central Rand Gold Ltd. He was responsible for overseeing Central Rand Gold’s listing on the Main Board of the LSE and the JSE in 2007 and subsequent progress to pre-feasibility and commencement of trial mining.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Mr Vittino returned to Perth in 2008 to focus on personal interests. He has held numerous non-executive Director roles including Diamond Ventures NL and Platinum Australia Ltd. He is a Fellow of the Australian Institute of Company Directors.

Mr Vittino is currently a director of Credo Resources Ltd.

Other Directorships held in other listed entities in the last three years — Nil

Interests in the shares and options of the Company

As at the date of this report, the interests of the directors in the shares and options of Fitzroy Resources Ltd. were:

	Number of Ordinary	Number of Options over
	Shares	Ordinary Shares
Thomas Henderson –Chairman	3,000,000	1,500,000
William Dix – Managing Director	800,005	1,500,000
Riccardo Vittino - Non-Executive Director	600,000	500,000

Company Secretary

SIMON ROBERTSON, B.BUS, CA, M APPL. FIN.

Mr Robertson gained a Bachelor of Business from Curtin University in Western Australia and Master of Applied Finance from Macquarie University in New South Wales. He is a member of the Institute of Chartered Accountants and the Chartered Secretaries of Australia. Mr Robertson has experience as a Company Secretary and in transaction management. He has also been involved in management of the ASX listing process and several specific asset transfers, general accounting for public companies and preparation of financial statements.

Principal Activities

The principal activity of the consolidated group during the financial period was the exploration of mineral tenements. There were no significant changes in the nature of the consolidated group's principal activities during the period.

Operating Results

The loss of the consolidated group after providing for income tax amounted to $560,094 (2012: $1,340,767).

Review and results of Operations

Rookwood Project

Work continued throughout the year re-processing geophysical data and undertaking limited geochemical sampling. The Company is very conscious of preserving shareholder funds and only undertaking in ground work programs that are considered to be a direct value adding exercise, while ensuring the mineral titles remain in good standing.

The focus remains on the identification of Develin Creek style mineralisation within the project area and to this end sampling has concentrated on areas around accumulations of geophysical anomalies coincident with the prospective margins of mapped Rookwood Volcanics.

Results of the sampling completed to date failed to highlight any new walk up drilling targets but work continues to identify areas for sampling and further sampling programs are planned for the 2013-2014 reporting year.

Glenntanna Project

Following a review of the data from the fixed loop EM survey it was confirmed that the prospectively of the area surveyed was limited to a small area to the east of Grieves Quarry.

Project Opportunities

During the financial year the company has spent considerable time and effort reviewing a broad range of precious and base metal corporate opportunities. These have ranged from simple joint venture proposals to complex merger

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

agreements. Subsequent to 30 June 2013 the Company has entered into an option agreement pursuant to which the Company has been granted an option to acquire 100% of Premier Coking Coal Limited and it subsidiary, Premier Coking Coal LLC, a US based coal exploration and development company.

Financial Position and Significant Changes in the State of Affairs

The net assets of the Consolidated Group totalled $3,644,696 (2012: $3,932,740). The loss for the year was $560,094 (2011: $1,340,767). Cash on hand at 30 June 2013 totalled $1,924,913 (2012: $2,071,916). There have been no significant changes in the state of affairs during the year. While additional capital raisings may be required, the directors believe the Group is in a strong and stable financial position to continue its exploration and development activities.

Dividends Paid or Recommended

No dividend has been declared or paid by the Company. The directors do not recommend the payment of a dividend.

After Reporting Date Events

Subsequent to 30 June 2013 the Company has entered into an option agreement pursuant to which the Company has been granted an option to acquire 100% of Premier Coking Coal Limited and it subsidiary, Premier Coking Coal LLC, a US based coal exploration and development company. Under the terms of the agreement, the Company will pay option payments of US$150,000, and will spend up to $400,000 on expenditures related to confirmatory work and reporting to demonstrate the commercial merit of exercising the option.

Mr Benjamin Lane was appointed as the interim CEO of Fitzroy on 14[th] August 2013, he will be responsible for managing the data confirmation process at Emmaus and monitoring and managing the progress at the exisiting Queensland assets.

Other than the above there have been no matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect:

the Consolidated Group's operations in future years; or
the results of those operations in future years; or
the Consolidated Group's state of affairs in future years.

Future Developments, Prospects and Business Strategies

The Consolidated Group’s primary strategy is the discovery and commercialisation of mineral deposits.

The Company intends to continue its current operations of mineral exploration and tenement acquisition with a view to the commercial development of discovered or acquired mineral resources.

The ability of the Company to achieve successful commercial developments will depend upon the success of its exploration and project development programs.

The material business risks faced by the Group that are likely to have an effect on the financial prospects of the Group, and how the Group manages these risks, are:

Future Capital needs – the Group does not currently generate cash from its operations. The Group will require further funding in order to meet its corporate expenses and continue its exploration activities. The Company monitors cash resources and maintains relationships with parties capable of assisting the Company to raise further capital as required.

 Exploration and Development Risks – the Group may fail to discover additional mineral deposits at its projects and there is a risk that the Group’s mineral deposits may not be economically viable. The Group employs geologists and other technical specialists, and engages external consultants where appropriate to address this risk.

Commodity Price and Exchange Rate Risks – the Group is focused on the discovery or base metals and has, subsequent to year end, entered into an option arrangement over coal assets in the United States. As such the

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Group is exposed to movements in these commodity prices and to movements in exchange rates. The Group monitors historical and forecast pricing for these commodities from a range of sources in order to inform its planning and decision making.

Environmental Regulation and Performance

The Consolidated Group's activities in Australia are subject to the Native Title Act of the Commonwealth or State. There have been no significant known breaches of the Consolidated Group’s obligations under these Acts. The Consolidated Group is not aware of any matters that cannot be resolved through the normal legal process, should they arise.

Share Options

Unissued shares

At the date of this report, the unissued ordinary shares of Fitzroy Resources Ltd. under option are as follows

Grant Date Expiry Date Exercise Price 24 August 2010 31 July 2015 $0.30 6 December 2010 6 December 2013 $0.30	Number under option 6,000,000 5,000,000
	11,000,000

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate.

Shares issued as a result of the exercise of options

During the period, no shares have been issued as a result of the exercise of options.

Indemnification and Insurance of Directors and Officers

During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The amount of the premium was $9,807 (2012: $11,475) exclusive of GST.

Meetings of Directors

The number of formal meetings of directors (including committees of directors) held during the period and the number of meetings attended by each director was as follows:

	Directors’ Meetings
	Number eligible to attend Number attended
Thomas Henderson William Dix Riccardo Vittino	3 3 3 3 3 3

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Proceedings on Behalf of Company

No person has applied for leave of Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Non Audit Services

The board of directors is satisfied that the provision of non-audit services during the period is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditors’ independence for the following reasons:

All non-audit services are reviewed and approved by the directors prior to commencement to ensure they do not adversely affect the integrity and objectivity of the audit; and
The nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

The following fees were paid out to PKF Mack & Co for non-audit services provided during the year ended 30 June 2013:

Taxation compliance services $1,980

$1,980

Auditor’s Independence Declaration

The auditor’s independence declaration for the year ended 30 June 2013 has been received and can be found on page 13.

Remuneration Report

(Audited)

This Remuneration Report outlines the director and executive remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Group are defined as those persons having the authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and the Company Secretary.

Remuneration Philosophy

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.

To this end, the Company embodies the following principles in its remuneration framework:

Provide competitive rewards to attract high calibre executives
A portion of executive remuneration may be put ‘at risk’, dependent on meeting pre-determined performance benchmarks
Where appropriate performance hurdles may be established in relation to variable executive remuneration

Due to the early stage of development which the Company is in, shareholder wealth is directly affected by the Company’s share price, as the Company is not in a position to pay dividends. By remunerating Directors and Executives in part by share based payments, the Company aims to align the interests of Directors and Executives with Shareholder wealth, thus providing individual incentive to perform and thereby improving overall Company performance and associated value.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Remuneration structure

In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct.

NON-EXECUTIVE DIRECTOR REMUNERATION

Objective

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors to the highest calibre, whilst incurring a cost which is acceptable to shareholders.

Structure

The Constitution and the ASX Listing Rules specify that the aggregate directors' fees payable to non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. Shareholders’ have approved aggregate directors' fees payable of $300,000 per year.

The amount of aggregate directors’ fees sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board may consider advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each non-executive director receives a fee for being a director of the Company. If a director performs extra or special services beyond their role as a director, the Board may resolve to provide additional remuneration for such services.

Fees for directors are not linked to the performance of the Group however, to align all directors’ interests with shareholder interests, directors are encouraged to hold shares in the Company and may receive options. This effectively links directors’ performance to the share price performance and therefore to the interests of shareholders. For this reason there are no performance conditions prior to grant, but instead an incentive to increase the value to all shareholders.

During the years ended 30 June 2013 and 30 June 2012 no options were granted. The remuneration of non-executive directors for the year ended 30 June 2013 is detailed in Table 1 on page 10 of this report.

EXECUTIVE REMUNERATION

Objective

The Company aims to reward executives (both directors and company executives) with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:

Reward executives for Company performance;
Align the interest of executives with those of shareholders;
Link reward with the strategic goals and performance of the Company; and
Ensure total remuneration is competitive by market standards.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Structure

Executive remuneration may consist of both fixed and variable elements.

Fixed Remuneration

Objective

The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market.

Fixed remuneration is reviewed annually or upon renewal of fixed term contracts by the Board and the process consists of a review of Company and individual performance, relevant comparative remuneration in the market and internal policies and practices.

Structure

Executives may be given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company.

The remuneration of executive directors for the year ended 30 June 2013 is detailed in Table 1 on page 10 of this report.

Variable Remuneration

Objective

The objective of variable remuneration provided is to reward executives in a manner which aligns this element of remuneration with the creation of shareholder wealth.

Structure

Variable remuneration may be delivered in the form of share options granted.

No options were issued during the years ended 30 June 2013 and 30 June 2012. .

Employment Contracts

Managing Director

The employment conditions of the managing director, Mr Dix, are formalised in a contract of employment for 3 years which commenced on 1 September 2010. The contract of employment was terminated by mutual agreement between Mr Dix and the Company in December 2012. Since December 2013 Mr Dix has received a directors fee of $30,000 per annum. Mr Dix also receives fees based on a rate of $1,000 per day if he carries out work for the Company which is considered in excess of the normal role of a non-executive director.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Directors’ Report (continued)

Key Management Personnel Remuneration

TABLE 1: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2013

	Short Term	Post		Share Based
		Employment		Payment			Remuneration
	Salary, Fees & Commissions	Superannuation	Other	Options		Total	Consisting of Options
Executive	$	$	$	$		$	%
Directors
W Dix –
Managing Director*2	157,579	2,223	3,269		-	163,071	-%
Non-
Executive
Directors
T Henderson – Chairman	37,500	-	3,269		-	40,769	-%
R Vittino	35,000	-	3,269		-	38,269	-%
Other key
management
personnel
S Robertson–
Company Secretary*1	37,500	-	-		-	37,500	-%
Total	267,579	2,223	9,807		-	279,609

TABLE 2: REMUNERATION FOR THE YEAR ENDED TO 30 JUNE 2012

	Short Term	Post		Share Based
		Employment		Payment			Remuneration
	Salary, Fees & Commissions	Superannuation	Other	Options		Total	Consisting of Options
Executive	$	$	$	$		$	%
Directors
W Dix –
Managing	230,402	20,736	3,825		-	254,963	-%
Director
Non-
Executive
Directors
T Henderson – Chairman	60,000	-	3,825		-	63,825	-%
R Vittino	40,000	-	3,825		-	43,825	-%
Other key
management
personnel
S Robertson
– Company	60,688	-	-		-	60,688	-%
Secretary*1
Total	391,090	20,736	11,475		-	423,301

*1 This relates to company secretarial fees paid to SLR Consulting Pty Ltd, of which Mr Robertson is a director.

*2 Since December 2013 Mr Dix has received a directors fee of $30,000 per annum. Mr Dix also receives fees based on a rate of

$1,000 per day if he carries out work for the Company which is considered in excess of the normal role of a non-executive director.

COMPENSATION OPTIONS - GRANTED AND VESTED DURING THE YEAR

There were no options issued during the year ended 30 June 2013.

Fitzroy Resources Ltd. and Controlled Entity For the year ended 30 June 2013

Directors’ Report (continued)

COMPENSATION OPTIONS - GRANTED AND VESTED DURING THE YEAR ENDED 30 JUNE 2012

There were no options issued during the year ended 30 June 2012.

TABLE 3: VALUE OF OPTIONS AWARDED, EXERCISED AND LAPSED DURING THE YEAR ENDED 30 JUNE 2013

		Value of
	Value of	options
	options	exercised		Value of options	Remuneration
	granted during	during the		lapsed during the	consisting of options
	the period	period		period	for the period
	$	$		$	%
DIRECTORS
T Henderson	-		-	-	-%
W Dix	-		-	-	-%
R Vittino	-		-	-	-%
S Robertson	-		-	-	-%

TABLE 4: VALUE OF OPTIONS AWARDED, EXERCISED AND LAPSED DURING THE YEAR ENDED 30 JUNE 2012

		Value of
	Value of	options
	options	exercised		Value of options	Remuneration
	granted during	during the		lapsed during the	consisting of options
	the period	period		period	for the period
	$	$		$	%
DIRECTORS
T Henderson	-		-	-	-%
W Dix	-		-	-	-%
R Vittino	-		-	-	-%
S Robertson	-		-	-	-%

SHARES ISSUED ON EXERCISE OF COMPENSATION OPTIONS (CONSOLIDATED)

No shares were issued on the exercise of compensation options during the years ended 30 June 2013 and 2012.

Principles of Compensation

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives by the issue of options to the directors and executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth.

End of Remuneration Report

Signed in accordance with a resolution of the directors.

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Riccardo Vittino Director 26 September 2013

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AUDITOR’S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF FITZROY RESOURCES LTD

In relation to our audit of the financial report of Fitzroy Resources Ltd for the year ended 30 June 2013, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

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PKF MACK & CO

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SIMON FERMANIS PARTNER

26 SEPTEMBER 2013 WEST PERTH, WESTERN AUSTRALIA

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement

The Board of Directors of Fitzroy Resources Ltd. (the “Company”) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

This statement sets out the main corporate governance practices in place throughout the financial year in accordance with ASX Principles of Good Corporate Governance and Best Practice Recommendations.

The table below summarises the Company’s compliance with the Corporate Governance Council’s Recommendations.

		Comply
	Recommendation	Yes / No
1.1	Companies should establish the functions reserved to the board and those delegated	Yes
	to senior executives and disclose those functions .
1.2	Companies should disclose the process for evaluating the performance of senior	Yes
	executives.
2.1	A majority of the Board should be independent directors.	No
2.2	The chairperson should be an independent director.	No
2.3	The roles of chairperson and chief executive officer should not be exercised by the	Yes
	same individual.
2.4	The Board should establish a nomination committee.	No
2.5	Companies should disclose the process for evaluating the performance of the board,	Yes
	its committees and individual directors.
3.1	Establish a code of conduct to guide the directors, the chief executive officer (or	Yes
	equivalent), the chief financial officer (or equivalent) and any other key executives as
	to:
	- the practices necessary to maintain confidence in the Company’s integrity;
	- the practices necessary to take into account their legal obligations and the
	reasonable expectations of their stakeholders;
	- the responsibility and accountability of individuals for reporting and
	investigating reports of unethical practices.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a	Yes
	summary of the policy.
	The policy should include requirements for the board to establish measureable	No
	objectives for achieving gender diversity for the board to assess annually both the
	objectives and progress in achieving them.
3.3	Companies should disclose in each annual report the measurable objectives for	No
	achieving gender diversity for the Board in accordance with the diversity policy and
	progress to achieving them.
3.4	Companies should disclose in each annual report the proportion of women employees	Yes
	in the whole organisation, women in senior executive positions and women on the
	board.
4.1	The Board should establish an audit committee.	No
4.2	Structure the audit committee so that it consists of:	No
	- only non-executive directors;
	- a majority of independent directors;
	- an independent chairperson, who is not chairperson of the Board;
	- at least three members.
4.3	The audit committee should have a formal charter.	No
5.1	Establish written policies and procedures designed to ensure compliance with ASX	Yes
	Listing Rule disclosure requirements and to ensure accountability at a senior
	executive level for that compliance and disclose those policies or a summary of those
	policies.
6.1	Design and disclose a communications strategy to promote effective communications	Yes
	with shareholders and encourage effective participation at general meetings and
	disclose their policy or a summary of that policy.
7.1	The Board or appropriate Board committee should establish policies on risk oversight	Yes
	and management.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

	Recommendation	Comply
		Yes / No
7.2	The Board should require management to design and implement the risk	Yes
	management and internal control system to manage the Company’s material
	business risks and report to it on whether those risks are being managed effectively.
	The Board should disclose that management has reported to it as to the effectiveness
	of the Company’s management of its material business risks.
7.3	Disclose whether the Board has received assurance from the CEO and CFO that the	Yes
	declaration provided in accordance with CA section 295A is founded on a sound
	system of risk management and internal control and that the system is operating
	effectively in all material respects in relation to financial reporting risks.
8.1	The Board should establish a remuneration committee.	No
8.2	Clearly distinguish the structure of non-executive directors’ remuneration from that of	Yes
	executives.

Further information about the Company’s corporate governance practices is set out on the Company’s website at www.fitzroyresources.com.au

Board of Directors

Role of the Board and Management

The Board represents shareholders’ interests in developing and then continuing a successful business, which seeks to optimise medium to long-term financial gains for shareholders. By not focusing on short-term gains for shareholders, the Board believes that this will ultimately result in the interests of all stakeholders being appropriately addressed when making business decisions.

The Board is responsible for evaluating and setting the strategic directions for the Group, establishing goals for management and monitoring the achievement of these goals. The Managing Director/CEO is responsible to the Board for the day-to-day management of the Group.

The Board has sole responsibility for the following:

Appointing, evaluating, rewarding and removing the Managing Director/CEO and Company Secretary;
Determining the strategic direction and financial objectives of the Group and measuring performance of management against approved strategies and financial objectives;
Reviewing the adequacy of resources for management to properly carry out approved strategies and business plans;
Approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures;
Adopting operating and capital expenditure budgets at the commencement of each financial year and monitoring the progress by both financial and non-financial key performance indicators;
Monitoring the Group’s medium term capital and cash flow requirements;
Approving and monitoring financial and other reporting. Determining that satisfactory arrangements are in place for auditing the Group’s financial affairs;
Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and compliance with legislative requirements; and
Ensuring that policies and compliance systems consistent with the Group’s objectives and best practice are in place and that the Company and its officers act legally, ethically and responsibly on all matters.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

Composition of the Board and New Appointments

The Company currently has the following Board members:

Tom Henderson Non-Executive Chairman William Dix Independent Non-Executive Director Riccardo Vittino Independent Non-Executive Director

The Company’s Constitution provides that the number of Directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification. The Board believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues.

As the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed and the optimum number of Directors required for the Board to properly perform its responsibilities and functions assigned.

The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company’s scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities.

Directors are initially appointed by the full Board subject to election by shareholders at the next annual general meeting. Under the Company’s Constitution the tenure of Directors (other than Managing Director, regardless of whether this is a joint or singular position) is subject to reappointment by shareholders not later than the third anniversary following his last appointment. Subject to the requirements of the Corporations Act 2001 , the Board does not subscribe to the principle of retirement age and there is no maximum period of service as a Director. A Managing Director may be appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the Board may revoke any appointment.

Committees of the Board

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time including audit, remuneration or nomination committees preferring at this stage to manage the Company through the full board of Directors.

If the Group’s activities increase in size, scope and nature, the appointment of separate or special committees will be reviewed by the Board and implemented if appropriate.

Conflicts of Interest

In accordance with the Corporations Act 2001 and the Company’s Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists the Director concerned may be excluded from the meeting whilst the item is considered.

Independent Professional Advice

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

Ethical Standards

The Board acknowledges the need for continued maintenance of the highest standard of corporate governance practice and ethical conduct by all Directors and employees of the Group.

Code of Conduct

The Board has adopted a Codes of Conduct for Directors, officers, employees and contractors (collectively called Employees for the purposes of the Policy) to promote ethical and responsible decision-making by the Directors. The principles of the codes are:

Employees must act honestly, in good faith and in the best interests of the Company as a whole.
Employees have a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.
Employees must recognise that the primary responsibility is to the Company’s shareholders as a whole but should, where appropriate, have regard for the interest of all stakeholders of the Company.
Employees must not take advantage of their position for personal gain or the gain of their associates.
Confidential information received by Employees in the course of the exercise of directorial duties remains the property of the Company and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Company, or the person from whom the information is provided, or is required by law.
Employees have an obligation at all times, to comply with the spirit, as well as the letter of the law and with the principles of the Code.
All Employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

In addition to the above principles, the Code of Conduct outlines further principles applicable specifically to Directors. These principles are as follows:

Directors have a fiduciary relationship with the shareholders of the Company. It is unlawful for directors to improperly use their position to gain advantage for themselves.
A Director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.
A Director must not use information concerning the activities or proposed activities of the Company, which is not public and which could materially affect the Company’s share price for any purpose other than valid Company requirements.

Dealings in Company Securities

The Company’s share trading policy imposes trading restrictions on all Directors, the Company Secretary and employees of the Company.

Directors, the Company Secretary and employees (or their Associates) of Fitzroy Resources Ltd:

must not Deal in any Security of Fitzroy Resources Ltd whilst in possession of Inside Information;
must not engage in short term trading of any Securities of Fitzroy Resources Ltd;
must seek approval in accordance with the company procedure prior to Dealing in any Securities of Fitzroy Resources Ltd;
Must not trade during the Closed Period except in Exceptional Circumstances.

Approval is required for all dealings in the Company’s securities. A copy of the Securities Trading Policy is located on the Company’s website.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

Interests of Other Stakeholders

The Group’s objective is to develop and commercialise its exploration tenements to create wealth for shareholders and add value for other stakeholders.

To assist in meeting its objective, the Company conducts its business within the Code of Ethics and Conduct.

Disclosure of Information

Continuous Disclosure to ASX

The Company is committed to complying with the continuous disclosure obligations of the Corporations Act and the ASX Listing Rules to ensure investor confidence and achieve full and fair value for the Company’s securities through appropriate disclosure.

The Company must immediately notify the market (via an announcement to ASX) of any information concerning the Company which a reasonable person with experience in the minerals industry would expect to have a material effect on the price or value of the Company’s securities.

Information is material if it is likely that the information would influence investors who commonly acquire securities on ASX in deciding whether to buy, sell or hold the Company’s securities.

Information does not need to be disclosed if:

(i) A reasonable person would not expect the information to be disclosed or is material but due to a specific valid commercial reason is not to be disclosed; and
(ii) The information is confidential; and
(iii) One of the following applies:
(a) It would breach a law or regulation to disclose the information;
(b) The information concerns an incomplete proposal or negotiation;
(c) The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
(d) The information is generated for internal management purposes;
(e) The information is a trade secret.

The Managing Director/CEO is responsible for interpreting and monitoring the Company’s disclosure policy and where necessary informing the Board. The Company Secretary is responsible for all communications with ASX.

Communication with Shareholders

The Company places considerable importance on effective communications with shareholders.

The Group’s communication strategy requires communication with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the Group. The strategy provides for the use of systems that ensure a regular and timely release of information about the Group is provided to shareholders. Mechanisms which may be employed include:

Announcements lodged with ASX;
ASX Quarterly Cash Flow Reports;
Half Yearly Report;
Presentations at the Annual General Meeting/General Meetings; and
Annual Report.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and understanding of the Group’s strategy and goals.

The Company also posts all reports, ASX and media releases and copies of significant business presentations on the Company’s website.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

Risk Management

Identification of Risk

The Board is responsible for the oversight of the Group’s risk management and control framework.

Arrangements put in place by the Board to monitor risk management include:

periodic reporting to the Board in respect of operations and the financial position of the Company; and
where appropriate the appointment of appropriately skilled consultants may be considered to provide independent assessment of operational results and proposals, and to oversee the Company’s future operations and manage liaison with other industry participants;
periodic reporting to the Board in respect of operations and the financial position of the Company; and

Integrity of Financial Reporting

The Company’s Managing Director and Chief Financial Officer (or equivalent) report in writing to the Board that:

the consolidated financial statements of the Company and its controlled entity for each half and full year present a true and fair view, in all material aspects, of the Company’s financial condition and operational results and are in accordance with accounting standards;
the above statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and
the Company’s risk management and internal compliance and control framework is operating efficiently and effectively in all material respects.

Role of Auditor

The Company’s auditor is invited to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

Performance Review

The Board has adopted a self-evaluation process to measure its own performance. Arrangements put in place by the Board to monitor the performance of the Company’s executives include:

a review by the Board of the Company’s financial performance; and
appraisal meetings with each individual.

Remuneration Arrangements

The Board has not established a Remuneration Committee responsible for making recommendations to the Board on remuneration arrangements for Directors and executives of the Company.

Having regard to the Company’s activities and level of operations the broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board believes that the best way to achieve this objective is to provide Executive Directors and executives with a remuneration package consisting of fixed components that reflect the person’s responsibilities, duties and personal performance.

The remuneration of Non-Executive Directors is determined by the Board as a whole having regard to the level of fees paid to Non-Executive Directors by other companies of similar size in the industry, and the aggregate amount payable to the Company’s Non-Executive Directors for undertaking their duties as Directors must not exceed the maximum annual amount approved by the Company’s shareholders (currently $300,000).

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Corporate Governance Statement (continued)

For a full discussion of the Company’s remuneration philosophy and framework, and the remuneration received by directors and executives in the current period, please refer to the Remuneration Report, which is contained within the Directors’ Report.

Diversity

In line with the Corporate Governance recommendations, the Company has implemented a Diversity Policy which is available from the Company’s website. Currently the Company has a small workforce with the interim CEO, Mr Ben Lane, being the only full time employee. As and when the Company expands and new employees recruited, the effectiveness of the Diversity Policy will be more meaningfully measured.

Compliance with ASX Corporate Governance Recommendations

During the Company’s year ended 30 June 2013, the Company complied with the ASX Principles of Corporate Governance and Best Practice Recommendations other than in relation to the matters specified below.

Principle Reference	Recommendation Reference	Notification of Departure	Explanation for Departure
2	2.1	The majority of the Board are not independent Directors.	Given the present size and complexity of te Company, the composition of the Board is considered appropriate. The Board will consider the appointment of further independent directors as the Company increases in size and complexity. All though not employed on a full time basis Mr Dix has, until the appointment of the interim CEO, conducted the duties of an executive on a consultingbasis.
2	2.2	Mr Henderson (Chairman) is not an independent director.	Given the present size and complexity of te Company, an independent chairperson has not been appointed. The Board will consider the appointment of further independent directors as the Company increases in size and complexity.
2	2.4	The Board has not established a separate Nomination Committee.	The full Board carries out the role of a Nomination Committee.
3	3.2, 3.3	The Diversity Policy does not include measureable objectives for achieving gender diversity.	The Board considers due to the size of the Company setting of measurable diversity objectives is not appropriate. The company has minimal full time employees and utilises external consultants and contractors to complement the full time workforce as and when required.
4	4.1, 4.2 and 4.3	The Board has not established a separate Audit Committee.	The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the identification and management of risk and the review of the operation of the internal control systems.
8	8.1	The Board has not established a separate Remuneration Committee.	The full Board carries out the role of a Remuneration.

Fitzroy Resources Ltd. and Controlled Entity

Consolidated Statement of Profit or Loss and other Comprehensive Income

For the year ended 30 June 2013

Note Revenue 2 Other income Directors fees 3 Administration expenses Exploration expenses Impairment of capitalised exploration Depreciation and amortisation expense 3 Loss before income tax Income tax expense 4 Loss for the year Other comprehensive income Total comprehensive loss for the year Basic and diluted loss per share (cents per share) 5 The accompanying notes form part of these financial statements.	Consolidated 2013 Consolidated 2012 $ $
	72,600 141,105 - 8,654 (196,389) (362,935) (230,179) (339,325) (48,625) (771,988) (148,017) - (9,484) (16,278)
	(560,094) (1,340,767) - -
	(560,094) (1,340,767) - -
	(560,094) (1,340,767)
	(1.25) (3.27)

Fitzroy Resources Ltd. and Controlled Entity

Consolidated Statement of Financial Position

As at 30 June 2013

Note ASSETS CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables 8 Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment 9 Exploration and evaluation expenditure 10 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 11 Provisions 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 13 Option Reserve 14 Accumulated losses TOTAL SHAREHOLDERS’ EQUITY	Consolidated 2013 Consolidated 2012 $ $
	1,924,913 2,071,916 7,379 27,480 2,553 7,316
	1,934,845 2,106,712
	22,186 31,670 1,744,182 1,892,199
	1,766,368 1,923,869
	3,701,213 4,030,581
	56,517 70,197 - 27,644
	56,517 97,841
	56,517 97,841
	3,644,696 3,932,740
	6,729,437 6,457,387 403,800 403,800 (3,488,541) (2,928,447)
	3,644,696 3,932,740

The accompanying notes form part of these financial statements.

Fitzroy Resources Ltd. and Controlled Entity

Consolidated Statement of Changes in Equity

For the year ended 30 June 2013

Consolidated Group Balance at 1 July 2012 Total Comprehensive Income Loss attributable to members Total comprehensive loss for the period Transactions with owners recorded directly into equity Contributions by and distributions to owners Shares issued during the period (net of costs) Balance at 30 June 2013	Issued Capital Accumulated Losses Option Reserve Total
	$ $ $ $ 6,457,387 (2,928,447) 403,800 3,932,740
	- (560,094) - (560,094)
	- (560,094) - (560,094) 272,050 - - 272,050
	6,729,437 (3,488,541) 403,800 3,644,696

Consolidated Group Balance at 1 July 2011 Total Comprehensive Income Loss attributable to members Total comprehensive loss for the period Balance at 30 June 2012	Issued Capital Accumulated Losses Option Reserve Total
	$ $ $ $ 6,457,387 (1,587,680) 403,800 5,273,507
	- (1,340,767) - (1,340,767)
	- (1,340,767) - (1,340,767)
	6,457,387 (2,928,447) 403,800 3,932,740

The accompanying notes form part of these financial statements.

Fitzroy Resources Ltd. and Controlled Entity

Consolidated Statement of Cash Flows

For the year ended 30 June 2013

Note CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Payments for exploration expenditure Net cash used in operating activities 7(c) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment Proceeds on sale of plant and equipment Net cash provided by/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share issue costs Net cash provided by financing activities Net (decrease)/ increase in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 7(b)	Consolidated 2013 Consolidated 2012 $ $
	76,347 136,694 (456,011) (466,617) (39,389) (977,258)
	(419,053) (1,307,181)
	- (4,248) - 8,000
	- 3,752
	300,000 - (27,950) -
	272,050 -
	(147,003) (1,303,429) 2,071,916 3,375,345
	1,924,913 2,071,916

The accompanying notes form part of these financial statements.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report of Fitzroy Resources Ltd. (“the Company”) for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of Directors on 26 September 2013.

This financial report includes the consolidated financial statements and notes of the Company and its controlled entity (‘Consolidated Entity’ or ‘Group’).

Fitzroy is a listed public company, trading on the Australian Securities Exchange incorporated and domiciled in Australia. The Company’s principal place of business and registered office is located at Level 1, Suite 1, 35-37 Havelock Street, West Perth WA 6005. The Group’s primary strategy is the discovery and commercialisation of mineral deposits.

The financial report of the Group complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS).

The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements as issued by the Australian Accounting Standards Board and the Corporations Act 2001, as appropriate for profit-orientated entities. The consolidated financial report of the Group complies with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply.

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Going Concern

The financial statements have been prepared on the going concern basis. As at 30 June 2013 the Consolidated Entity had net assets of $3,644,696 (2012:$3,932,740) and continues to incur expenditure on its exploration tenements drawing on its cash balances. As at 30 June 2013 the Consolidated Entity had $1,924,913 (2012: $2,071,916) in cash and cash equivalents. The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. Ultimate exploitation of the assets will depend on raising necessary funding in the future. At this time the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount in the financial report. Accordingly there has been no adjustment in the financial report relating to the recoverability and classification of the asset carrying amounts, or the amounts and classification of liabilities that might be necessary, should the Consolidated Entity be unable to raise capital as and when required, and the exploitation of the areas of interest not be successful, or the Consolidated Entity not continue as a going concern.

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

a. Significant accounting estimates, judgments and assumptions

The preparation of financial statements requires management to make judgments and estimates relating to the carrying amounts of certain assets and liabilities. Actual results may differ from the estimates made. Estimates and assumptions are reviewed on an ongoing basis. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next accounting period are:

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Share based payment transactions

The Consolidated Entity measures the cost of equity settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options is determined by an external valuer using an appropriate valuation model.

Impairment of exploration and evaluation assets and investments in and loans to subsidiaries

The ultimate recoupment of the value of exploration and evaluation assets, the Company’s investment in subsidiaries, and loans to subsidiaries is dependent on the successful development and commercial exploitation, or alternatively, sale, of the exploration and evaluation assets. Impairment tests are carried out on a regular basis to identify whether the asset carrying values exceed their recoverable amounts. There is significant estimation and judgement in determining the inputs and assumptions used in determining the recoverable amounts.

The key areas of judgement and estimation include:

Recent exploration and evaluation results and resource estimates;
Environmental issues that may impact on the underlying tenements;
Fundamental economic factors that have an impact on the operations and carrying values of assets and liabilities.

b. Exploration and Evaluation Assets

Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Consolidated Entity has obtained the legal rights to explore an area are recognised in the statement of comprehensive loss.

Exploration and evaluation assets are only recognised if the rights of interest are current and either:

The expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
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 significant operations in, or in relation to, the area of interest are continuing.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

An impairment exists when the carrying amount of capitalised exploration and evaluation expenditure relating to an area of interest exceeds its recoverable amount. The asset is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive loss.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from exploration and evaluation expenditure to mining property and development assets within property, plant and equipment and depreciated over the life of the mine.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Where applicable, such costs are determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Determination of mineral resources

The determination of mineral resources impacts the accounting for asset carrying values. Fitzroy Resources Ltd estimates its mineral resources in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 (the ‘JORC’ Code). The information on mineral resources was prepared by or under the supervision of Competent Persons as defined in the JORC Code. The amounts presented are based on the mineral resources determined under the JORC Code.

There are numerous uncertainties inherent in estimating mineral resources, and assumptions that are valid at the time of estimation may change significantly when new information becomes available.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may ultimately result in reserves being restated.

c. Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by the Company as at 30 June 2013 and the results of all controlled entities for the year then ended. The Company and its controlled entity together are referred to in this financial report as the Consolidated Entity. The effects of all transactions between entities in the Consolidated Entity are eliminated in full.

Subsidiaries are all those entities over which the Consolidated Entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights.

The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Consolidated Entity controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Consolidated Entity.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. All controlled entities have a June financial year end.

A list of controlled entities is contained in Note 17 to the financial statements.

d. Income Tax

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of the assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except where the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax assets and unused tax losses can be utilised except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates of (and tax laws) that have been enacted or substantially enacted at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive loss.

e. Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Plant and equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the Consolidated Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive loss during the financial period in which they are incurred.

f. Depreciation

The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated on a diminishing value basis over the asset’s useful life to the Consolidated Entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate Plant and equipment 30%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive loss. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

g. Impairment

i. Financial Assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised either in the statement of comprehensive loss or revaluation reserves in the period in which the impairment arises.

ii. Exploration and Evaluation Assets

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount at the reporting date.

Exploration and evaluation assets are tested for impairment in respect of cash generating units, which are no larger than the area of interest to which the assets relate.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

iii. Non-financial Assets Other Than Exploration and Evaluation Assets The carrying amounts of the Consolidated Entity’s non-financial assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units, then to reduce the carrying amount of the other assets in the unit on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exits. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.

h. Employee Benefits

i. Wages, salaries and annual leave

Liabilities for wages, salaries and annual leave expected to be settled within one year of the reporting date are recognised in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

ii. Superannuation Contributions are made by the Consolidated Entity to superannuation funds as stipulated by statutory requirements and are charged as expenses when incurred.

iii. Employee benefit on costs

Employee benefit on costs, including payroll tax, are recognised and included in employee benefits liabilities and costs when the employee benefits to which they relate are recognised as liabilities.

iv. Options

The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date.

The fair value at grant date is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

i. Equity-settled Compensation

The Group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black–Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j. Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

k. Cash and Cash Equivalents

Cash in the statement of financial position comprise cash at bank.

For the purposes of the statement of cash flow, cash and cash equivalents consist of cash and cash equivalents as defined above.

l. Revenue and other Income

Interest revenue is recognised as it accrues. Dividend revenue is recognised when the right to receive a dividend has been established.

m. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

n. Trade and other Receivables

Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment is raised when some doubt as to collection exists.

o. Trade and other Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Company.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

p. Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

Group as a lessee

Operating lease payments, where substantially all the risk and benefits remain with the lessor, are recognised as an expense in the statement of comprehensive loss on a straight-line basis over the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

q. Operating Segments

Operating segments are identified and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed by, the Group’s chief operating decision maker which, for the Group, is the Board of Directors. In this regards, such information is provided using similar measures to those used in preparing the statement of comprehensive loss and statement of financial position.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

r. Earnings Per Share

i. Basic earnings per share

Basic earnings per share is determined by dividing the net loss after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

ii. Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

s. Contributed Equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

t. New Accounting Standards and Interpretations that are not yet mandatory

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2013 reporting periods and have not yet been applied in the financial report. The new accounting standards are not expected to have any significant impact on the Company’s financial report.

AASB No.	Title	Application date of standard*	Issue date
AASB 9	Financial Instruments	1 January 2015	December 2010
AASB 10	Consolidated Financial Statements	1 January 2013	August 2011
AASB 11	Joint Arrangements	1 January 2013	August 2011
AASB 12	Disclosure of Interests in Other Entities	1 January 2013	August 2011
AASB 13	Fair Value Measurement	1 January 2013	September 2011
AASB 119	Employee Benefits	1 January 2013	September 2011
AASB 127	Separate Financial Statements (revised)	1 January 2013	August 2011
AASB 128	Investment in associates and joint venture (revised)	1 January 2013	August 2011
AASB 1053	Application of Tiers of Australian Accounting Standards	1 January 2013	June 2010

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

AASB No.	Title	Application date of standard*	Issue date
AASB 2011-4	Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements [AASB 124]	1 July 2013	July 2011
AASB 2012-2	Amendments to Australian Accounting Standards – disclosure offsetting financial assets and financial liabilities	1 January 2013	June 2012
AASB 2012-3	Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities	1 January 2014	June 2012
AASB 2012-5	Amendments to Australian Accounting Standards arising from annual improvements 2009-2011 cycle	1 January 2013	June 2012
AASB 2012-9	Amendment to AASB 1048 arising from the withdrawal of Australian Interpretation 1039	1 January 2013	December 2012
AASB 2013-3	Amendments to AASB 136 – Recoverable amount disclosures for non- financial assets	1 January 2014	June 2013
AASB 2013-4	Amendments to Australian Accounting Standards – notation of derivatives and continuation of hedge accounting	1 January 2014	July 2013
AASB 2013-5	Amendments to Australian Accounting Standards – Investment entities	1 January 2014	August 2013
Interpretation 20	Stripping Costs in the Production Phase of a Surface Mine	1 January 2013	November 2011
Interpretation 21	Levies	1 January 2014	May 2013

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

2. REVENUE Interest revenue 3. LOSS FOR THEPERIOD (a) Directors fees Directors fees Superannuation expense Other employee expenses (b) Other expenses Depreciation Loss on sale of plant and equipment Operating lease expense – office rental and support staff 4. INCOMETAX (a)The major components of income tax expense are: Current income tax Current income tax benefit Current income tax benefit not recognised Deferred income tax Relating to the origination and reversal of temporary differences Deferred tax assets not brought to account because their realisation is not regarded as probable Income tax (benefit)/expense reported in the Statement of Comprehensive Loss (b) A reconciliation between tax expense and the product of accounting loss before tax multiplied by the Group’s applicable income tax rate is as follows: Accounting loss before income tax At the Group’s statutory income tax rate of 30% Share based payments Other non-deductible items Deferred tax assets not brought to account as their realisation is not regarded as probable Income tax benefit reported in the Statement of Comprehensive Loss	Consolidated Entity Consolidated Entity Year ended 30 June 2013 Year ended 30 June 2012 $ $
	72,600 141,105
	194,166 333,382 2,223 21,038 - 8,515
	196,389 362,935
	9,484 16,278 - 178 34,910 68,682
	(164,140) (426,598) 164,140 426,598 40,551 24,368 (40551) (24,368)
	- -
	(560,093) (1,340,767)
	(168,028) (402,230) - - 44,439 - (123,589) 402,230
	- -

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

4. INCOME TAX

Deferred income tax at 30 June 2013 relates to the following: Consolidated Deferred tax liabilities Capitalised exploration and evaluation expenditure Recognition of losses to offset future taxable income Deferred tax assets Accruals Provisions Section 40-880 deductions Losses available to offset against future taxable income Recognition of losses to offset future taxable income Deferred tax assets not brought to account as their realisation is not regarded as probable (d) Tax losses Tax losses arising in Australia (i)	Consolidated 2013 $ Consolidated 2012 $ (523,255) 567,660 523,255 (567,660)
	- -
	5,386 7,910 - 8,293 62,882 84,172 1,078,886 914,746 (523,255) (567,660) (623,840) (347,086)
	- -
	3,596,287 3,049,154

(i) Tax losses are available to carry forward indefinitely. The Group has recognised a deferred income tax asset in relation to these losses only to the extent that they offset deferred tax liabilities. Realisation of the balance of these losses is not regarded as probable.

5. LOSS PER SHARE

The following reflects income and share data used in the calculation of basic and diluted loss per share.

Net loss Weighted average number of ordinary shares used in calculating basic and diluted loss per share	560,094 1,340,767
	No. No. 44,715,073 41,000,005

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

6. PARENTENTITY– FITZROY RESOURCESLTD Financial Position Current assets Non-current assets Total Assets Current Liabilities Total Liabilities Shareholders’ Equity Share Capital Reserves Accumulated losses Total Shareholders’ Equity Financial Performance Loss for the period Other Comprehensive Income Total Comprehensive Loss	Consolidated Consolidated 2013 2012 $ $ 1,934,845 2,106,712 1,766,368 1,923,869
	3,701,213 4,030,581
	56,517 97,841
	56,517 97,841
	6,729,437 6,457,387 403,800 403,800 (3,488,541) (2,928,447)
	3,644,696 3,932,740
	432,696 1,340,767 - -
	432,696 1,340,767

The Parent Company Fitzroy Resources Ltd has no contingent liabilities as at 30 June 2012 and 30 June 2013.

Operating Lease Commitments

Non-Cancellable Operating leases contracted for but not capitalised in the financial statements

Payable – minimum lease payments

ease Commitments ble Operating leases contracted for but not capitalised in statements nimum lease payments
 Not later than 1 year  Later than 1 year but not later than 5 years	- 16,079 - -
	- 16,079

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

7. CASH ANDCASHEQUIVALENTS *(a) Cash and cash equivalents in the Statement of Financial* *Position* Cash at bank and in hand Short-term bank deposits (b) Reconciliation to the statement of cash flows Cash at the end of the financial period as shown in the statement of cash flows is reconciled to items in the Statement of Financial Position as follows: Cash and cash equivalents (c) Reconciliation of net loss after income tax to cash flows used in operations Net loss after income tax Non-cash adjustments Depreciation Loss on sale of asset Impairment of capitalised exploration Changes in assets and liabilities Decrease/(Increase) in receivables Decrease/(Increase) in other current assets (Decrease)/Increase in provisions (Decrease)/ Increase in payables Net cash used in operations 8. TRADE ANDOTHERRECEIVABLES CURRENT GST receivable Other receivable (note 17)	Consolidated 2013 Consolidated 2012 $ $ 404,913 21,916 1,520,000 2,050,000
	1,924,913 2,071,916
	1,924,913 2,071,916
	(560,094) (1,340,767) 9,484 16,278 - 175 148,017 - 20,101 41,746 4,763 31,437 (27,644) 8,296 (13,680) (64,346)
	(419,053) (1,307,181)
	7,379 17,851 - 9,629
	7,379 27,480

None of the receivables are past due. Receivables are therefore not impaired and are within initial trade terms.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

9. PLANT ANDEQUIPMENT At cost Accumulated depreciation Total Plant and Equipment (a) Movements in Carrying Amounts Movements in carrying amounts for each class of plant and equipment between the beginning and the end of the current financial period. Balance at the beginning of the period Additions Disposals Accumulated depreciation of assets sold Depreciation expense Balance at the end of the period 10. EXPLORATION ANDEVALUATIONEXPENDITURE Deferred mineral acquisition expenditure Impairment	Consolidated 2013 Consolidated 2012 $ $ 51,490 51,837 (29,304) (20,167)
	22,186 31,670
	31,670 51,875 - 4,248 (347) (9,080) 347 905 (9,484) (16,278)
	22,186 31,670
	1,892,199 1,892,199 (148,017) -
	1,744,182 1,892,199

The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas.

11. TRADE ANDOTHERPAYABLES Trade payables and accruals Trade creditors are non interest bearing and are normally settled on 30 day terms. 12. PROVISIONS Provision for employee benefits 13. ISSUEDCAPITAL (a) Ordinary Shares Issued and fully paid	56,517 70,197
	- 27,644
	6,729,437 6,457,387

Fully paid ordinary shares carry one vote per share and carry the right to dividends. These fully paid ordinary shares have no par value.

(b) Movement in ordinary shares on issue At the beginning of reporting period Shares issued Transaction costs At reporting date	2013 2012 No. $ No. $
	41,000,005 6,457,387 41,000,005 6,457,387 6,000,000 300,000 - - - (27,950) - -
	47,000,005 6,729,437 41,000,005 6,457,387

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

13. ISSUED CAPITAL

No dividends were paid during the year. No recommendation for payment of dividends has been made.

14. OPTIONRESERVE Balance beginning of the financial period Options based on vendor valuation Options based on remuneration valuation Balance 30 June	Consolidated Consolidated 2013 $ 2012 $
	403,800 403,800 - - - -
	403,800 403,800

The option reserve is used to record the value of share based payments provided to employees, including Key Management Personnel, as part of their remuneration. Refer to Note 16 for further details.

There were no options issued during the year ended 30 June 2013, or 30 June 2012.

15. KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The key management personnel (KMP) of Fitzroy Resources Ltd during the period were: Thomas Henderson – Non-Executive Chairman William Dix – Managing Director Riccardo Vittino – Non-Executive Director Simon Robertson – Company Secretary

(b) Compensation for Key Management Personnel Short term employee benefits Post-employment benefits Directors and Officers Insurance Share based payments Total compensation	267,579 391,090 2,223 20,736 9,807 11,475 - -
	279,609 423,301

Since the end of the financial period, no director has entered into a material contract with the Group and no material contracts involving directors’ interest existed at 30 June 2013.

(c) Option holdings of Key Management Personnel

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

15. KEY MANAGEMENT PERSONNEL

30 June 2013 Directors T Henderson W Dix R Vittino S Robertson 30 June 2012 Directors T Henderson W Dix R Vittino S Robertson	Balance at beginning ofperiod Granted as remuner- ation Options exercised Net change other Balance at end of period	Vested at 30 June 2013
		Total Exercis- able Not Exercis- able
	1,500,000 - - - 1,500,000 1,500,000 - - - 1,500,000 500,000 - - - 500,000 500,000 - - - 500,000	1,500,000 1,500,000 - 1,500,000 1,500,000 - 500,000 500,000 - 500,000 500,000 -
	4,000,000 - - - 4,000,000	4,000,000 4,000,000 -
	Balance at beginning ofperiod Granted as remuner- ation Options exercised Net change other Balance at end of period
		Vested at 30 June 2012
		Total Exercis- able Not exercis- able
	1,500,000 - - - 1,500,000 1,500,000 - - - 1,500,000 500,000 - - - 500,000 500,000 - - - 500,000	1,500,000 1,500,000 - 1,500,000 1,500,000 - 500,000 500,000 - 500,000 500,000 -
	4,000,000 - - - 4,000,000	4,000,000 4,000,000 -

All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm's length.

The fair value of the equity-settled share options granted is estimated as at the date of grant using a Black-Scholes Model taking into account the terms and conditions upon which the options were granted. For further details refer to note 14.

(d) Shareholdings of Key Management Personnel

30 June 2013 Thomas Henderson William Dix Riccardo Vittino Simon Robertson 30 June 2012 Thomas Henderson William Dix Riccardo Vittino Simon Robertson	Balance 1 July 12 Granted as remuner- ation On exercise of options Net change other Balance 30 June 13
	3,000,000 - - - 3,000,000 800,005 - - - 800,005 400,000 - - - 400,000 200,000 - - - 200,000
	4,400,005 - - - 4,400,005
	Balance 1 July 11 Granted as remuner- ation On exercise of options Net change other Balance 30 June 12
	3,000,000 - - - 3,000,000 800,005 - - - 800,005 400,000 - - - 400,000 200,000 - - - 200,000
	4,400,005 - - - 4,400,005

(e) Loans to Key Management Personnel There are no loans between the entity and Key Management Personnel.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

16. OPTIONS

(a) Summary of options granted

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year:

Outstanding at the beginning of the year Granted during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year	2013 No. 2013 WAEP 2012 No. 2012 WAEP
	11,000,000 $0.30 11,000,000 $0.30 - - - - - - - - - - - -
	11,000,000 $0.30 11,000,000 $0.30
	11,000,000 $0.30 11,000,000 $0.30

(b) Weighted average remaining contractual life

The weighted average remaining contractual life of the share options outstanding as at 30 June 2013 is 1.34 years (2012: 2.34 years).

(c) Range of exercise prices

The exercise price for options outstanding at the end of the period was $0.30 (2012: $0.30).

(d) Option pricing model

The fair value of the equity-settled share options granted is estimated as at the date of grant using a Black Scholes Model taking into account the terms and conditions upon which the options were granted.

17. RELATED PARTY DISCLOSURE

(a) Controlled Entities

(a) Controlled Entities
The consolidated financial statements include the financial statements of Fitzroy Resources Ltd and the following subsidiary: Fitzroy Copper Pty Ltd (incorporated in Australia)	% Equity Interest Investment 2013 2012 2013 2012
	100 100 1 1

The Company paid costs of $127,468 (2012: $973,559) on behalf of the subsidiary during the year ended 30 June 2013. Included in the Company’s non-current assets referred to in Note 6, is a loan to the subsidiary of $2,143,698 (2012: $2,016,230). This loan is fully impaired at 30 June 2013. The loan is non-interest bearing, unsecured and repayable at call but not to the detriment of the group. An allowance for impairment is recognised when the net assets of the Controlled Entity (excluding the loan payable to the Company) falls below the carrying value of the loan. An allowance for impairment is reversed when the net assets of the Controlled Entity (excluding the loan payable to the Company) exceed the carrying value of the loan.

(b) Acquisition of Controlled Entities

On 23 August 2010 the parent entity acquired 100% of Fitzroy Copper Pty Ltd, with Fitzroy Resources Ltd entitled to all profits earned from 23 August 2010 for a purchase consideration of $1. The ultimate parent company within the Group is Fitzroy Resources Ltd.

(c) Key Management Personnel (“KMP”)

Details relating to KMP, including remuneration paid, are included in Note 15 and the audited remuneration report section of the directors’ report.

(d) Transactions with Other Related Parties

Mr William Dix and Mr Riccardo Vittino are directors of Credo Resources Ltd. At 30 June 2013 there was a balance of $0 (2012: $9,629) in receivables relating to services the Managing Director, Mr William Dix, provided to Credo Resources Ltd during the 2012 year which was written off as a bad debt during the 2013 year.

Mr Tom Henderson is a Principal of Forrest Capital Pty Ltd, Forrest Capital Pty Ltd arranged the Placement of a $300,000 capital raising of which a placement fee of $19,800 including GST was paid. Other than the above, there were no transactions with other related parties during the financial period.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

18. FINANCIAL INSTRUMENTS

(a) Financial Risk Management

The Group’s principal financial instruments comprise cash and short term deposits.

The main purpose of these financial instruments is to fund capital expenditure on the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.

Currently the Group does not have any exposure to commodity price risk or foreign currency risk. As the Group moves into development and production phases, exposure to commodity price risk, foreign currency risk and credit risk are expected to increase. The Board will set appropriate policies to manage these risks dependent on market conditions and requirements at that time.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in Note 1.

disclosed in Note 1.
(b) Interest rate risk At reporting date, the Group had the following financial assets exposed to interest rate risk: Cash and cash equivalents (i) Receivables (ii)	Consolidated Consolidated 2013 2012 $ $
	1,924,913 2,071,916 7,379 27,480
	1,932,292 2,099,396

(i) The weighted average interest rate of cash and cash equivalents is 2.61 % (2012: 3.5%).

(ii) Receivables are non interest bearing.

None of the Group’s financial liabilities are interest bearing.

(c) Credit Risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Group’s maximum exposure to credit risk in relation to each class of financial asset is the carrying amount of those assets as indicated in the Statement of Financial Position.

The Group has in place policies that aim to ensure that counterparties and cash transactions are Ltd to high credit quality financial institutions and that the amount of credit exposure to one financial institution is Ltd as far as is considered commercially appropriate.

Since the Group trades only with recognised third parties, there is no requirement for collateral.

(d) Liquidity Risk

The Group currently does not have major funding in place. However the Group continuously monitors forecast and actual cash flows and the maturity profiles of financial assets and financial liabilities to manage its liquidity risk.

(e) Net Fair Values

The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1.

(f) Sensitivity Analysis

The following tables summarise the sensitivity of the Group’s financial assets to interest rate risk. Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post tax loss and equity would have been affected as shown. The analysis has been performed on the same basis for 2012 and 2011.

30 June 2013 Financial assets Cash and cash equivalents	Interest Rate Risk -1% Interest Rate Risk -1% Carrying Amount $ Net Loss $ Equity $ Net Loss $ Equity $ 1,924,913 (19,249) (19,249) 19,249 19,249
	1,924,913 (19,249) (19,249) 19,249 19,249

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

18. FINANCIAL INSTRUMENTS (CONTINUED)

30 June 2012 Financial assets Cash and cash equivalents None of the Group’s receivables or financial liabilities ar 19. COMMITMENTS (a) Operating Lease Commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements Payable — minimum lease payments - not later than 1 year - later than 1 year but not later than 5 years	Carrying Amount $ Interest Rate Risk Interest Rate Risk -1% +1% Net Loss $ Equity $ Net Loss $ Equity $ 2,071,916 (20,719) (20,719) 20,719 20,719	Carrying Amount $ Interest Rate Risk Interest Rate Risk -1% +1% Net Loss $ Equity $ Net Loss $ Equity $ 2,071,916 (20,719) (20,719) 20,719 20,719
	2,071,916 (20,719) (20,719) 20,719 20,719
	e interest bearing.	Consolidated Consolidated 2013 2012 $ $
		- 16,079 - -
		- 16,079

The property lease is for the period 1 October 2010 to 31 December 2012, with rent payable monthly in advance. The lease allows for subletting of all lease areas with the consent of the lessee. From 1 January 2013 the property lease can be terminated by either party at any time with no penalties. One month notice must be given.

(b) Exploration Tenements

In order to maintain current rights of tenure to exploration tenements the Consolidated Entity is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various State governments. These obligations can be reduced by selective relinquishment of exploration tenure or renegotiation. Due to the nature of the Consolidated Entity’s operations in exploring and evaluating areas of interest, exploration expenditure commitments beyond twelve months cannot be reliably determined. It is anticipated that expenditure commitments in subsequent years will be similar to that for the forthcoming twelve months. These obligation are not provided for in the financial report. These commitments exclude those detailed in note 22.

Minimum expenditure on exploration tenements Payable: — not later than 1 year — later than 1 year but not later than 5 years	450,000 585,000 150,000 350,000
	600,000 935,000

20. CONTINGENT LIABILITIES

There are no contingent assets or liabilities as at 30 June 2013 (2012: Nil).

21. SEGMENT REPORTING

The Group operates entirely in Australia and predominantly in the field of mineral exploration with particular emphasis on copper, zinc, silver and gold. For management purposes the Group is organised into one main operating segment which involves the exploration of minerals in Australia. All of the Group’s activities are interrelated and discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single segment. Accordingly all significant operating decisions are based upon analysis of the Group as one segment.

The financial results from this segment are equivalent to the financial statements of the Group as a whole.

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

Notes to the Financial Statements

22. EVENTS AFTER THE REPORTING DATE

Mr Benjamin Lane was appointed as the intermin CEO of Fitzroy on 14[th] August 2013, he will be responsible for managing the data confirmation process at Emmaus and monitoring and managing the progress at the exisiting Rookwood and Develin Creek assets.

There have been no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect:

a) the Consolidated Entity's operations in future years; or

b) the results of those operations in future years; or

c) the Consolidated Entity's state of affairs in future years.

Consolidated Consolidated 2013 2012 $ $

23. AUDITORS’ REMUNERATION

The auditor of Fitzroy Resources Ltd for the year ended 30 June 2013 is PKF Mack and Co Chartered Accountants

Amounts received or due and receivable by PKF Mack and Co Chartered Accountants for:

An audit or review the financial report of the entity and any other entity in the consolidated group 24,000 34,500 Tax Compliance 1,980 2,750 31,680 37,250

Fitzroy Resources Ltd. and Controlled Entity

For the year ended 30 June 2013

DIRECTORS’ DECLARATION

The directors of the Company declare that:

the financial statements, notes and additional disclosures included in the directors’ report designated as audited, of the Consolidated Entity are in accordance with the Corporations Act 2001 , including:
(a) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(b) giving a true and fair view of the Company’s and Consolidated Entity’s financial position as at 30 June 2013 and of their performance for the year ended on that date.
2 The financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial report.
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.
This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended to 30 June 2013.

This declaration is made in accordance with a resolution of the Board of Directors.

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Riccardo Vittino Director

26 September 2013

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

FITZROY RESOURCES LTD

Report on the Financial Report

We have audited the accompanying financial report of Fitzroy Resources Ltd which comprises the statement of financial position as at 30 June 2013, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the company and the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view 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 company’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 financial report.

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

Independence

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

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Opinion

In our opinion:

(a) the financial report of Fitzroy Resources Ltd is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company and consolidated entity’s financial position as at 30 June 2013 and their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 12 of the directors’ report for the year ended 30 June 2013. 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.

Opinion

In our opinion, the Remuneration Report of Fitzroy Resources for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001.

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PKF MACK & CO

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SIMON FERMANIS PARTNER

26 SEPTEMBER 2013 WEST PERTH, WESTERN AUSTRALIA

AI assistant

4DS MEMORY LIMITED — Annual Report 2013

64258_rns_2013-09-26_b5bc0c66-9781-4209-ba05-9cc289097b1f.pdf

Annual Financial Report

Contents

Corporate Directory

Head Company

Directors

Company Secretary

Registered and Principal Office

Website

Share Register

Auditors

Solicitors

Securities Exchange Listing

For the year ended 30 June 2013

Directors’ Report

Qualifications, Experience and Special Responsibilities of Directors

TOM HENDERSON — NON-EXECUTIVE CHAIRMAN

WILL DIX — INDEPENDENT NON-EXECUTIVE DIRECTOR

RICCARDO VITTINO – INDEPENDENT NON-EXECUTIVE DIRECTOR

For the year ended 30 June 2013

Directors’ Report (continued)

Interests in the shares and options of the Company

Company Secretary

SIMON ROBERTSON, B.BUS, CA, M APPL. FIN.

Principal Activities

Operating Results

Review and results of Operations

Rookwood Project

Glenntanna Project

Project Opportunities

For the year ended 30 June 2013

Directors’ Report (continued)

Financial Position and Significant Changes in the State of Affairs

Dividends Paid or Recommended

After Reporting Date Events

Future Developments, Prospects and Business Strategies

For the year ended 30 June 2013

Directors’ Report (continued)

Environmental Regulation and Performance

Share Options

Unissued shares

Shares issued as a result of the exercise of options

Indemnification and Insurance of Directors and Officers

Meetings of Directors

For the year ended 30 June 2013

Directors’ Report (continued)

Proceedings on Behalf of Company

Non Audit Services

Auditor’s Independence Declaration

Remuneration Report

(Audited)

Remuneration Philosophy

Directors’ Report (continued)

Remuneration structure

NON-EXECUTIVE DIRECTOR REMUNERATION

Objective

Structure

EXECUTIVE REMUNERATION

Objective

Directors’ Report (continued)

Structure

Fixed Remuneration

Objective

Structure

Variable Remuneration

Objective

Structure

Employment Contracts

Managing Director

Directors’ Report (continued)

Key Management Personnel Remuneration

TABLE 2: REMUNERATION FOR THE YEAR ENDED TO 30 JUNE 2012

COMPENSATION OPTIONS - GRANTED AND VESTED DURING THE YEAR

Fitzroy Resources Ltd. and Controlled Entity For the year ended 30 June 2013

Directors’ Report (continued)

COMPENSATION OPTIONS - GRANTED AND VESTED DURING THE YEAR ENDED 30 JUNE 2012

SHARES ISSUED ON EXERCISE OF COMPENSATION OPTIONS (CONSOLIDATED)

Principles of Compensation

4DS MEMORY LIMITED Annual Report 2013