4DS MEMORY LIMITED — Interim / Quarterly Report 2011

Jul 27, 2011

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

	Name of entity	Name of entity
	Fitzroy Resources Limited
	ABN 128 378 745 Consolidated statement of cash flows
				30 June 2011
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows		Current quarter $A’000		Year to date (11.months) $A’000
		15 (795) (206) 79 28		15 (1,150) (387) 140 (60)
		(879)		(1,442)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carriedforward)		- (29) 20		(83) (57) -
		(9)		(140)
		(888)		(1,582)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (broughtforward)	(888)	(1,582)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (Capital raising costs) Net financing cash flows		5,425 (468)
	-	4,957
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(888) 4,263	3,375 0
	3,375	3,375

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000 84 Nil
1.25	Explanation necessaryforanunderstanding ofthe transactions

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	450
	200
Total	650

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	375	1,263
	3,000	3,000
Total: cash at end of quarter(item 1.22)	3,375	4,263

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

dates.
	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities Performance Shares (subject to milestones) 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	41,000,005	27,125,005
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	6,000,000 5,000,000	Nil Nil	Exercise price $0.30 $0.30	Expiry date 31/7/2015 6/12/2013
	Nil	Nil	Nil	Nil
	Nil	Nil	Nil	Nil
	Nil	Nil	Nil	Nil

• See chapter 19 for defined terms.

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7.1 1 Deben (totals tures only)
7.1 2 Unsec notes only) ured (totals

Compliance statement

1 Thi s statement has been p repared u n der accou n ting polici e s which co m ply with accountin g standards as defined in the Cor p orations A c t or other sta n dards acc e ptable to A SX (see n o te 4).

2 Thi s statement does give a true and f air view of t he matter s disclosed.

S i gn here: Dat e : 28 July 2 0 11 (Com p any secret a ry) P r int name: Simon Robertso n

Notes

• 1 The quarterly r e port provi d es a basis for informi n g the mar k et how the entity’s acti v ities have b een finan c ed for the p ast quarte r and the e f fect on its c ash position. An e n tity wantin g to disclos e additiona l informatio n is encouraged to do s o, in a not e or notes attached to t his report.

• 2 The “Nature of interest” (it e ms 6.1 and 6.2) includes option s in respect of inte r ests in mining tenem e nts acquir e d, exercised or lapse d during the rep o rting perio d . If the en t ity is invol v ed in a joint venture a g reement a nd ther e are conditions precedent which will chang e its percen t age intere s t in a mining teneme n t, it shoul d disclose t h e change o f percenta g e interest and con d itions pre c edent in th e list requir e d for item s 6.1 and 6.2.

• 3 Issued and qu o ted securit i es The is s ue price a n d amount p aid up is n o t req u ired in ite m s 7.1 and 7 .3 for fully paid securities .

• 4 The definitions in, and pro v isions of, A ASB 102 2 : Accounti n g for Extra c tive Ind u stries and A ASB 102 6 : Stateme n t of Cash F lows apply to this rep o rt.

• 5 Acc o unting St a ndards AS X will acce p t, for example, the us e of International Acc o unting St a ndards for f oreign entities. If the standards u sed do no t add r ess a topi c , the Austr a lian stand a rd on that t opic (if an y ) must be co m plied with.

== == == = = ==

• S ee chapter 19 for defined ter m s.

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